EXHIBIT 10.3
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ARTICLES OF MERGER
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OF
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TOP 10 PROMOTIONS, INC.
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AND
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ROANOKE TECHNOLOGY CORP.
(formerly known as Suffield Technologies Corp.)
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To the State Corporation Commission
Commonwealth of Virginia
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Pursuant to the provisions of the Virginia Stock Corporation
Act governing the merger of a domestic corporation authorized
by law to issue shares with and into a foreign corporation
authorized by law to issue shares, the corporations
hereinafter named do hereby submit the following articles of
merger.
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1. The names of merging corporation are Top 10 Promotions,
Inc., which is a corporation authorized by law to issue
shares, organized under the laws of the Commonwealth of
Virginia and Roanoke Technology Corp. , which is a
corporation authorized by law to issue shares, organized
under the laws of the State of Florida.
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2. Annexed hereto and made a part hereof is the Plan of Merger
for merging Top 10 Promotions, Inc. with and into Roanoke
Technology Corp. as approved by resolution of the Board of
Directors of each of said corporations.
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3. The Plan of Merger was adopted by the unanimous written
consent of the shareholders of Top 10 Promotions, Inc.
pursuant to the provisions of Section 13.1-657 of the Virginia
Stock Corporation Act.
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The total number of votes cast for the Plan of Merger by
said voting group is 100 and the total number of shares
cast against the Plan of Merger is -0-.
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The number of votes cast for the Plan of Merger by said
voting group was sufficient for approval by the said voting
group.
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4. The laws of the jurisdiction of organization of Roanoke
Technology Corp. permit the merger of a corporation
authorized by law to issue shares of another jurisdiction
with and into a corporation authorized by law to issue
shares of the jurisdiction of organization of Roanoke
Technology Corp.; and the merger of Top 10 Promotions, Inc.
with and into Roanoke Technology Corp. is in compliance
with the laws of the jurisdiction of organization of
Roanoke Technology Corp.
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5. Roanoke Technology Corp. does hereby appoint the Clerk of
the State Corporation Commission of the Commonwealth of
Virginia as its agent for service of process in a
proceeding to enforce any obligation or the rights of
dissenting shareholders of Top 10 Promotions, and does
hereby agree that it will promptly pay to the dissenting
shareholders of Top 10 Promotions, Inc. the amount, if any,
to which they are entitled under the provisions of
Article 15 of the Virginia Stock Corporation Act.
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Roanoke Technology Corp.
(formerly known as Suffield Technologies Corp.)
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By: /s/ James Lee
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JAMES LEE
PRESIDENT
Executed on June 12, 1998
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Top 10 Promotions, Inc.
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By: /s/ David L. Smith, Jr.
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DAVID L. SMITH, JR.
PRESIDENT
Executed on June 12, 1998
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PLAN OF MERGER approved on May 28, 1998 by Top 10 Promotions,
Inc. a corporation authorized by law to issue shares organized
under the laws of the Commonwealth of Virginia , and by
resolution adopted by its Board of Directors on said date, and
approved on May 28, 1998 by Roanoke Technology Corp. (formerly
known as Suffield Technologies Corp.), a corporation
authorized by law to issue shares organized under the laws of
the State of Florida and by resolution adopted by its Board of
Directors of said date.
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1. Top 10 Promotions, Inc. and Roanoke Technology Corp. shall,
pursuant to the provisions of the Virginia Stock Corporation
Act and the provisions of the Florida Business Corporation Act
be merged with and into a single corporation, to wit, Roanoke
Technology Corp., which shall be the surviving corporation at
the effective time and date of the merger and which is
sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said
surviving corporation under its present name pursuant to the
provisions of the Florida Business Corporation Act. The
separate existence of Top 10
Promotions, Inc. which is sometimes hereinafter referred to
as the "terminating corporation", shall cease at the
effective time and date of the merger in accordance with
the provisions of the Virginia Stock Corporation Act.
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2. The Certificate of Incorporation of the surviving
corporation at the effective time and date of the merger in
the jurisdiction of its organization shall be the Certificate
of Incorporation of said surviving corporation, and said
Certificate of Incorporation shall continue in full force and
effect until amended and changed in the manner prescribed by
the provisions of the Florida Business Corporation Act.
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3. The present bylaws of the surviving corporation will be the
bylaws of said surviving corporation and will continue in full
force and effect until changed, altered, or amended as therein
provided and in the manner prescribed by the provisions of the
Florida Business Corporation Act.
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4. The directors and officers in office of the surviving
corporation at the effective time and date of the merger shall
be the members of the first Board of Directors and the first
officers of the surviving corporation, all of whom shall hold
their directorships and offices until the election and
qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the bylaws
of the surviving corporation.
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5. Each issued share of the terminating corporation
immediately prior to the effective time and date of the merger
shall, at the effective time and date of the merger, be
converted into shares of the surviving corporation. The
issued shares of the surviving corporation shall not be
converted or exchanged in any manner, but each said share
which is issued when the merger becomes effective shall
continue to represent one issued share of the surviving
corporation.
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6. In the event that the merger of the terminating corporation
with and into the surviving corporation shall have been fully
authorized in accordance with the provisions of the Virginia
Stock Corporation Act and in accordance with the provisions of
the Florida Business Corporation Act, the terminating
corporation and the surviving corporation hereby stipulate
that they will cause to be executed and filed and/or recorded
any documents or documents prescribed by the laws of the
Commonwealth of Virginia and the State of Florida, and that
they will cause to be performed all necessary acts therein
and elsewhere to effectuate the merger.
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7. The Board of Directors and the proper officers of the
terminating corporation and of the surviving corporation,
respectively, are hereby authorized, empowered, and directed
to do any and all acts and things, and to make, execute,
deliver, file and/or record any and all instruments, papers,
and documents which shall be or become necessary, proper, or
convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein
provided for.
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