ARTICLES OF MERGER
OF
EAUTOCLAIMS.COM INC.
(a Delaware corporation)
WITH AND INTO
TRANSFORMATION PROCESSING, INC.
(a Nevada corporation)
Pursuant to the provisions of Chapter 92A, Nevada Revised Statutes,
the domestic corporation and the foreign corporation herein named do hereby
adopt the following Articles of Merger and do hereby certify that:
1. The name and state of incorporation of each of the constituent
corporations of the merger is as follows:
Name State of Incorporation
---- ----------------------
TRANSFORMATION PROCESSING, INC. Nevada
EAUTOCLAIMS.COM INC. Delaware
2. A Merger Agreement and Plan of Reorganization has been adopted by
TRANSFORMATION PROCESSING, INC. ("Surviving Corporation") and by EAUTOCLAIMS.COM
INC. ("Merged Corporation").
3. The complete executed Merger Agreement and Plan of Reorganization
is on file at the principal place of business of the Surviving Corporation, the
street address of which is 2708 Alternate U.S. 19 North, Suite 604, Palm Harbor,
Florida 34683.
4. The merger of the Merged Corporation with and into the Surviving
Corporation is permitted by the laws of the State of Delaware and has been
authorized in compliance with said laws.
5. The said Merger Agreement and Plan of Reorganization was submitted
to the stockholders of the Surviving Corporation pursuant to the provisions of
Chapter 92A, Nevada Revised Statutes, and the manner of approval thereof by said
stockholders was as follows:
(i) The number of common stock share votes entitled to be cast on the
said Merger Agreement and Plan of Reorganization was 4,841,470 and the total
number of undisputed votes cast for the said Merger Agreement and Plan of
Reorganization by the owners of such common stock was 4,100,000.
<PAGE>
(ii) The said number of votes cast for the said Merger Agreement and
Plan of Reorganization was sufficient for the approval thereof by the said
voting group.
6. The said Merger Agreement and Plan of Reorganization was approved by
the written consent of the stockholders of the Merged Corporation pursuant to
the applicable provisions of the Delaware General Corporation Law.
7. Effective upon the filing of these Articles of Merger with the State
of Nevada, Article I of the Articles of Incorporation of the Surviving
Corporation shall be revised to read in its entirety as follows:
The name of the Corporation shall be: EAUTOCLAIMS.COM, INC.
8. All entities party to this merger have complied with the laws of
their respective jurisdiction of organization concerning this merger.
9. The Surviving Corporation designates the following address as the
address to which the Nevada Secretary of State is to mail any process served on
him or her against the entity: 2708 Alternate U.S. 19 North, Suite 604, Palm
Harbor, Florida 34683.
10. The merger herein provided for shall become effective in the State
of Nevada on the date these Articles of Merger are duly accepted for filing in
the State of Nevada.
IN WITNESS WHEREOF, the undersigned corporations have caused these
Articles of Merger to be executed by their respective presidents and attested by
their respective secretaries this 24th day of May, 2000.
TRANSFORMATION PROCESSING, INC.,
a Nevada corporation
By: Attest:
-------------------- ------------------------
President Secretary
EAUTOCLAIMS.COM INC.,
a Delaware corporation
By: Attest:
------------------- ------------------------
President Secretary
<PAGE>
State of Ontario}
County of Canada}
On May 24, 2000, personally appeared before me
Paul Mighton, who acknowledged that he executed the
above instrument as President of Transformation Processing, Inc., a Nevada
corporation.
-----------------
Notary Public
State of Florida}
County of Pinellas}
On May 30, 2000, personally appeared before me
Eric Seidel, who acknowledged that he executed the
above instrument as President of Eautoclaims.com Inc., a Delaware corporation.
-----------------
Notary Public
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/08/2000
001291013 - 3240941
CERTIFICATE OF MERGER
OF
EAUTOCLAIMS.COM INC.
(a Delaware corporation)
WITH AND INTO
TRANSFORMATION PROCESSING, INC.
(a Nevada corporation)
(Under Section 252 of the General
Corporation Law of the State of Delaware)
The undersigned corporation, organized and existing under and by virtue
of Chapter 78 of the Nevada Revised Statutes, files this Certificate of Merger
and does hereby certify:
FIRST: That the name and the state of incorporation of each of the
constituent corporations of the merger are as follows:
Name State of Incorporation
---- ----------------------
EAUTOCLAIMS.COM INC. Delaware
TRANSFORMATION PROCESSING, INC. Nevada
SECOND: That a Merger Agreement and Plan of Reorganization dated as of
April 26, 2000, by and among the parties thereto has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the laws under which each is formed and, as applicable, in the
manner as is provided in Section 251 of the General Corporation Law of the State
of Delaware. Pursuant to said Merger Agreement and Plan of Reorganization, the
surviving corporation of the merger shall be Transformation Processing, Inc.,
the Nevada corporation (the "Surviving Corporation").
THIRD: That the name of the Surviving Corporation, Transformation
Processing, Inc., shall be changed to Eautoclaims.com, Inc. pursuant to
applicable provisions of the Nevada Revised Statutes at the time Articles of
Merger are filed with the State of Nevada.
FOURTH: That the Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation, as amended, of Transformation
Processing, Inc., the Nevada corporation.
<PAGE>
FIFTH: That the executed Merger Agreement and Plan of Reorganization is on
file at the principal office of the Surviving Corporation located at 2708
Alternate U.S. 19 North, Suite 604, Palm Harbor, Florida 34683.
SIXTH: That a copy of the Merger Agreement and Plan of Reorganization will
be furnished by the Surviving Corporation, upon request and without cost, to any
stockholder of any constituent corporation.
SEVENTH: The Surviving Corporation agrees that it may be served with
process in the State of Delaware in any proceeding for enforcement of any
obligation of any constituent corporation in the State of Delaware, as well as
for enforcement of any obligation of the Surviving Corporation arising from the
merger hereunder, including any suit or other proceeding to enforce the right of
any stockholders as determined in appraisal proceedings pursuant to ss.262 of
the Delaware General Corporation Law, and the Surviving Corporation irrevocably
appoints the Secretary of State of the State of Delaware as its agent to accept
service of process in any such suit or other proceedings, a copy of which
process may be mailed to the Surviving Corporation at 2708 Alternate U.S. 19
North, Suite 604, Palm Harbor, Florida 34683.
EIGHTH: That this Certificate of Merger shall be effective as of the date
of filing.
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate
to be executed by its President and attested by its Secretary this 30th day of
May, 2000.
Transformation Processing, Inc.,
a Nevada corporation
By: /s/ Paul Mighton
----------------------
Paul Mighton
President
ATTEST:
---------------------
Secretary
