ARTICLES OF MERGER
OF
HBOA.COM, INC., a District of Columbia Corporation,
INTO
INGENU INCORPORATED, a Florida Corporation,
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ARTICLES OF MERGER between INGENU INCORPORATED, a Florida corporation
("INGENU - FL") and HBOA.COM, Inc., a District of Columbia corporation
("HBOA-FL").
Pursuant to Section 607.1105 of the Florida Business Corporation Act
(the "Act"), INGENU- FL and HBOA-DC adopt the following Articles of Merger.
11. The Plan of Merger dated May 24, 2000, ("Plan of Merger) setting
forth the terms and conditions of the merger of HBOA-DC with and into
INGENU-FL was approved and adopted by a majority of the shareholders of
HBOA- DC by written consent effective as of May 24, 2000, and all of
the directors of HBOA- DC by unanimous written consent effective as of
May 24, 2000.
12. The Plan of Merger setting forth the terms and conditions of the
merger of HBOA-DC with and into INGENU-FL was approved and adopted by a
majority of the shareholders of INGENU-FL at a special meeting held on
May 24, 2000, and all of the directors of INGENU- FL by unanimous
written consent on May 24, 2000.
13. The Plan of Merger is attached to these Articles as Exhibit "A"
and incorporated by reference as if fully set forth herein.
14. Pursuant to s. 607.1105(1)(b) of the Act, the date and time of
the effectiveness of the Merger shall be on the date and time of filing
of these Articles of Merger with the Secretary of State of Florida.
15. The laws of the District of Columbia, the jurisdiction of
organization of HBOA-DC, permit the merger contemplated by the Plan of
Merger, and the laws of the District of Columbia on fulfillment of all
filing and recording requirements set forth by the applicable laws of
the District of Columbia aware, will have been complied with.
IN WITNESS WHEREOF, the parties have set their hands this 26th day of
May, 2000.
HBOA.COM, INC.,
a District of Columbia corporation
By: /s/ Gary Verdier
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Gary Verdier
Chief Executive Officer and Chairman
INGENU INCORPORATED,
a Florida corporation
By:/s/ Melinda Carlisle
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Melinda Carlisle
Chief Executive Officer and Chairman
