Attached files
| file | filename |
|---|---|
| 8-K - Tri-Mark MFG, Inc. | v199481_8k.htm |
| EX-10.4 - FORM OF CONVERTIBLE NOTE - Tri-Mark MFG, Inc. | v199481_ex10-4.htm |
| EX-10.1 - AGREEMENT AND PLAN OF MERGER DATED OCTOBER 15, 2010 - Tri-Mark MFG, Inc. | v199481_ex10-1.htm |
| EX-10.2 - INDEMNIFICATION AGREEMENT - Tri-Mark MFG, Inc. | v199481_ex10-2.htm |
| EX-10.3 - SUBSCRIPTION AGREEMENT DATED OCTOBER 15, 2010 - Tri-Mark MFG, Inc. | v199481_ex10-3.htm |
STATE
OF DELAWARE
CERTIFICATE
OF OWNERSHIP
AND
MERGER
Section
253C Parent into Subsidiary
CERTIFICATE
OF OWNERSHIP AND MERGER
MERGING
TRI-MARK
MFG., INC., a California Corporation
INTO
TRI-MARK
MFG., INC. a Delaware Corporation
Tri-Mark
MFG., Inc., a corporation organized and existing under the laws of the State of
California (“Tri-Mark-CA”),
DOES
HEREBY CERTIFY:
FIRST: That
it was organized as a California corporation pursuant to the provisions of the
California Corporation Code on December 18, 2006.
SECOND: That
it owns 100% of the outstanding shares of the capital stock of Tri-Mark MFG.,
Inc., a corporation organized pursuant to the provisions of the General
Corporation Law of the State of Delaware on August 10, 2010 (“Tri-Mark –
Del”).
THIRD: That
by written consent of its board of directors, dated October 15, 2010, determined
to merge the corporation into Tri-Mark-DE, and did adopt the following
resolutions:
RESOLVED, that this
corporation, Tri-Mark-CA, merges itself into Tri-Mark – Del which corporation
assumes all of the obligations of Tri-Mark-CA.
FURTHER RESOLVED, that the
terms and conditions of the merger are as follows:
Upon
completion of the merger, the holders of the common stock of Tri-Mark-CA shall
receive 8.344159089 shares of the common stock of Tri-Mark – Del as
consideration and in exchange for each one share of common stock of Tri-Mark-CA
and shall have no further claims of any kind or nature; and all of the common
stock of Tri-Mark – Del held by Tri-Mark-CA shall be surrendered and
canceled.
FOURTH: That
this merger has been approved by the holders of at least a majority of the
outstanding shares of stock of this corporation, Tri-Mark-CA, by written consent
in lieu of a meeting of the stockholders.
FIFTH: That
the name of the surviving corporation shall be FTOH Corp. Article First of the
Certificate of Incorporation of Tri-Mark – Del is hereby amended as
follows:
FIRST:
The name of the Corporation is FTOH Corp.
SIXTH: Article
Fourth of the Certificate of Incorporation of Tri-Mark – Del is hereby amended
as follows:
FOURTH:
A. Classes and Number of
Shares. The total number of shares of stock that the
Corporation shall have authority to issue is Two Hundred Million
(200,000,000). The classes and aggregate number of shares of each
class which the Corporation shall have authority to issue are as
follows:
1. One
Hundred Ninety Million (190,000,000) shares of common stock, par value $0.0001
per share (the “Common
Stock”); and
2. Ten
Million (10,000,000) shares of preferred stock, par value $0.0001 per share (the
“Preferred
Stock”).
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B. Blank Check
Powers. The Corporation may issue any class of the Preferred
Stock in any series. The Board of Directors shall have authority to
establish and designate series, and to fix the number of shares included in each
such series and the variations in the relative rights, preferences and
limitations as between series, provided that, if the stated dividends and
amounts payable on liquidation are not paid in full, the shares of all series of
the same class shall share ratably in the payment of dividends including
accumulations, if any, in accordance with the sums which would be payable on
such shares if all dividends were declared and paid in full, and in any
distribution of assets other than by way of dividends in accordance with the
sums which would be payable on such distribution if all sums payable were
discharged in full. Shares of each such series when issued shall be
designated to distinguish the shares of each series from shares of all other
series.
[Signature
Page follows]
3
IN WITNESS WHEREOF, said
parent corporation has caused this Certificate to be signed by an authorized
officer this 15th day of October, 2010.
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By:
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/s/
Barry Sytner
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Authorized
Officer
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Name:
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Barry
Sytner
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Print
or Type
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Title:
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Chief Executive
Officer
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