Attached files
| file | filename |
|---|---|
| S-1/A - Offshore Petroleum Corp. | v206608_s1a.htm |
| EX-3.9 - Offshore Petroleum Corp. | v206608_ex3-9.htm |
| EX-3.8 - Offshore Petroleum Corp. | v206608_ex3-8.htm |
| EX-5.2 - Offshore Petroleum Corp. | v206608_ex5-2.htm |
| EX-23.7 - Offshore Petroleum Corp. | v206608_ex23-7.htm |
| EX-3.10 - Offshore Petroleum Corp. | v206608_ex3-10.htm |
| EX-10.10 - Offshore Petroleum Corp. | v206608_ex10-10.htm |
| EX-10.11 - Offshore Petroleum Corp. | v206608_ex10-11.htm |
Exhibit
3.11
CERTIFICATE
OF MERGER
OF
OFFSHORE
PETROLEUM CORP.
AND
OFFSHORE
PETROLEUM CORP.
It is
hereby certified that:
1. The constituent business
corporations participating in the merger herein certified are:
(i) Offshore Petroleum Corp.
(“Offshore-Delaware”), which is incorporated under the laws of the State of
Delaware; and
(ii) Offshore Petroleum
Corp. (‘Offshore-Florida’), which is incorporated under the laws of the State
of Florida.
2. An Agreement and Plan of
Merger has been approved, adopted, certified, executed and acknowledged by each
of the aforesaid constituent corporations in accordance with the provisions of
subsection (c) of Section 252 of the General Corporation Law of the State of
Delaware, to wit, by Offshore-Delaware in the same manner as is provided in
Section 251 of the General Corporation Law of the State of Delaware and by
Offshore-Florida in accordance with the laws of the State of its
incorporation.
3. The name of the surviving
corporation in the merger herein certified is Offshore Petroleum Corp., a
Florida corporation, which will continue its existence as said surviving
corporation under its present name upon the effective date of said merger
pursuant to the provisions of the laws of the State of Florida.
4. The certificate of
incorporation of Offshore-Florida, as now in force and effect, shall continue to
be the certificate of incorporation of said surviving corporation until amended
and changed pursuant to the provisions of the laws of the State of its
incorporation.
5. The executed Agreement
and Plan of Merger between the aforesaid constituent corporations is on file at
an office of the aforesaid surviving corporation, the address of which is as
follows:
110 East
Broward Boulevard, Suite 1700
Ft.
Lauderdale, FL 33301
6. A copy of the aforesaid
Agreement and Plan of Merger will be furnished by the aforesaid surviving
corporation, on request, and without cost, to any stockholder of each of the
aforesaid constituent corporations.
7. The aforesaid surviving
corporation does hereby agree that it may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of
Offshore-Delaware, as well as for enforcement of any obligation of said
surviving corporation arising from the merger herein certified, including any
suit or other proceeding to enforce the right, if any, of any stockholder of
Offshore-Delaware as determined in appraisal proceedings pursuant to the
provisions of Section 262 of the General Corporation Law of the State of
Delaware; does hereby irrevocably appoint the Secretary of State of the State of
Delaware as its agent to accept service of process in any such suit or other
proceedings; and does hereby specify the following as the address to which a
copy of such process shall be mailed by the Secretary of State of the State of
Delaware:
110 East
Broward Boulevard, Suite 1700
Ft.
Lauderdale, FL 33301
|
Dated:
November 30, 2010
|
OFFSHORE
PETROLEUM CORP.
|
|
|
By:
|
/s/ John Rainwater
|
|
|
John
Rainwater, President
|
||
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Dated:
November 30, 2010
|
OFFSHORE
PETROLEUM CORP.
|
|
|
By:
|
/s/ John Rainwater
|
|
|
John
Rainwater, President
|
||