Attached files
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| 8-K - 8-K - ProText Mobility, Inc. | v206679_8k.htm |
CERTIFICATE
OF OWNERSHIP AND MERGER
OF
PROTEXT
MOBILITY, INC.
(a
Delaware corporation)
INTO
ECHO
METRIX, INC.
(a
Delaware corporation)
Under
Section 253 of the Delaware General Corporation Law
The undersigned corporation does hereby
certify as follows:
FIRST: Echo
Metrix, Inc. (the “Corporation”) is a business corporation of the State of
Delaware. The Certificate of Incorporation was filed with the
Secretary of State on September 5, 2001.
SECOND: The
Corporation is the owner of all of the outstanding shares of the stock of
ProText Mobility, Inc., which is also a business corporation of the State of
Delaware.
THIRD: On
December 21, 2010, the Board of Directors of the Corporation adopted the
following resolutions to merge ProText Mobility, Inc. into the
Corporation:
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RESOLVED,
that ProText Mobility, Inc. be merged into this Corporation, and that all
of the estate, property, rights, privileges, powers and franchises of
ProText Mobility, Inc. be vested in and held and enjoyed by this
Corporation as fully and entirely and without change or diminution as
the same were before held and enjoyed by ProText Mobility, Inc. in its
name; and it is further
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RESOLVED,
that this Corporation shall assume all of the obligations of ProText
Mobility, Inc.; and it is further
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RESOLVED,
that the officers of this Corporation be, and they and each of them hereby is,
authorized, empowered and instructed to file a Certificate of Ownership and
Merger of ProText Mobility, Inc. into this Corporation pursuant to Section 253
of the Delaware General Corporation Law and to take such other action as they
may deem necessary or advisable in order to effect the merger of ProText
Mobility, Inc. into this Corporation (the “Merger”), the taking of such action
to be conclusive evidence as to the necessity or advisability therefor; and it
is further
RESOLVED,
that this Corporation shall change its name to ProText Mobility, Inc. upon the
effectiveness of the Merger; and it is further
RESOLVED,
that the merger of ProText Mobility, Inc. into this Corporation shall be
effective upon filing of the Certificate of Ownership and Merger with the
Secretary of State of the State of Delaware; and it is further
RESOLVED,
that the officers of this Corporation be, and they hereby are, authorized and
empowered to certify as to the adoption of any or all of the foregoing
resolutions.
Dated:
December 21, 2010
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ECHO
METRIX, INC.
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By:
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/s/
Erica Zalbert
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Erica
Zalbert
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Chief
Financial Officer
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