Ecoark Holdings, Inc. - FORM 8-K - EX-2.2 - EXHIBIT 2.2 - CERTIFICATE OF MERGER - January 7, 2010

Attached files

file filename
EX-2.3 - EXHIBIT 2.3 PDF REFERENCE - Ecoark Holdings, Inc.ex23.pdf
EX-3.1 - EXHIBIT 3.1 PDF REFERENCE - Ecoark Holdings, Inc.ex31.pdf
8-K - MAGNOLIA SOLAR CORPORATION - Ecoark Holdings, Inc.form8k.htm
EX-2.1 - EXHIBIT 2.1 - AGREEMENT AND PLAN OF MERGER - Ecoark Holdings, Inc.ex21.htm
EX-3.1 - EXHIBIT 3.1 - CERTIFICATE OF CHANGE - Ecoark Holdings, Inc.ex31.htm
EX-2.3 - EXHIBIT 2.3 - ARTICLES OF MERGER - Ecoark Holdings, Inc.ex23.htm
EX-10.1 - EXHIBIT 10.1 - FORM OF SUBSCRIPTION AGREEMENT - Ecoark Holdings, Inc.ex101.htm
EX-99.1 - EXHIBIT 99.1 - MAGNOLIA SOLAR, INC. AUDITED FINANCIAL STATEMENTS - Ecoark Holdings, Inc.ex991.htm
EX-99.3 - EXHIBIT 99.3 - MAGNOLIA SOLAR, INC. PRO FORMA FINANCIAL STATEMENTS - Ecoark Holdings, Inc.ex993.htm
EX-99.2 - EXHIBIT 99.2 - MAGNOLIA SOLAR, INC. UNAUDITED FINANCIAL STATEMENTS - Ecoark Holdings, Inc.ex992.htm
EX-10.7 - EXHIBIT 10.7 - STOCK PURCHASE AGREEMENT - Ecoark Holdings, Inc.ex107.htm
EX-10.9 - EXHIBIT 10.9 - FORM OF SECURITY AGREEMENT - Ecoark Holdings, Inc.ex109.htm
EX-16.1 - EXHIBIT 16.1 LETTER FROM JOHN KINROSS-KENNEDY, CERTIFIED PUBLIC ACCOUNTANT - Ecoark Holdings, Inc.ex161.htm
EX-21.1 - EXHIBIT 21.1 - LIST OF SUBSIDIARIES - Ecoark Holdings, Inc.ex211.htm
EX-10.5 - EXHIBIOT 10.5 FORM OF PLACEMENT AGENT WARRANT - Ecoark Holdings, Inc.ex105.htm
EX-10.8 - EXHIBIT 10.8 - MASTER LICENSE AGREEMENT - Ecoark Holdings, Inc.ex108.htm
EX-10.3 - EXHIBIT 10.3 - FORM OF ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTE - Ecoark Holdings, Inc.ex103.htm
EX-10.6 - EXHIBIT 10.6 AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS - Ecoark Holdings, Inc.ex106.htm
EX-10.2 - EXHIBIT 10.2 - FORM OF INVESTOR WARRANT - Ecoark Holdings, Inc.ex102.htm
EX-10.10 - EXHIBIT 10.10 - FORM OF SUBSIDIARY GUARANTEE - Ecoark Holdings, Inc.ex1010.htm
EX-10.11 - EXHIBIT 10.11 - PLACEMENT AGENT AGREEMENT EXTENSION LETTER - Ecoark Holdings, Inc.ex1011.htm
EX-3.2 - EXHIBIT 3.2 - AMENDED AND RESTATED BYLAWS - Ecoark Holdings, Inc.ex32.htm
EX-10.4 - EXHIBIT 10.4 PLACEMENT AGENT AGREEMENT, DATED SEPTEMBER 5, 2009, BETWEEN MAGNOLIA SOLAR, INC. AND MIDTOWN PARTNERS & CO., LLC - Ecoark Holdings, Inc.ex104.htm
Exhibit 2.2
 
CERTIFICATE OF MERGER
 
OF
 
MAGNOLIA SOLAR ACQUISITION CORP.
a Delaware corporation
 

 
 
WITH AND INTO
 
MAGNOLIA SOLAR, INC.
a Delaware corporation
 

 
Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger.
 
FIRST: The name of the surviving corporation is Magnolia Solar, Inc., and the name of the corporation being merged into this surviving corporation is Magnolia Solar Acquisition Corp.
 
SECOND:  The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations..
 
THIRD:  The name of the surviving corporation is Magnolia Solar, Inc., a Delware corporation.
 
FOURTH:  That the Certificate of Incorporation of Magnolia Solar, Inc. shall be the Certificate of Incorporation of the surviving corporation.
 
FIFTH:  That the merger is to become effective on December 31, 2009.

SIXTH:  The Agreement of Merger is on file at 54 Cummings Park, Suite 316, Woburn, MA 01801.

SEVENTH:  A copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
 

 
[SIGNATURE PAGE FOLLOWS]
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the 31st day of December, 2009.
 

 

 
MAGNOLIA SOLAR ACQUISITION CORP.
 

 
By:/s/ Zacharey Zenith
Name:    Zacharey Zenith
Title:      President



Magnolia Solar, Inc.


By:/s/ Yash Puri
Name:    Yash Puri
 
Title:
Executive Vice-President and Chief Financial Officer

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