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EXHIBIT 2.2
CERTIFICATE OF MERGER
OF
THOUGHTSTAR, INC.
(a Delaware corporation)
INTO
NETRIGHT TECHNOLOGIES, INC.
(a Delaware corporation)
Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, NetRight Technologies, Inc., a Delaware corporation ("Surviving
Corporation") does hereby certify to the following information relating to the
merger of THOUGHTSTAR, Inc., a Delaware corporation ("Merging Corporation"),
with and into the Surviving Corporation (the "Merger"):
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
<TABLE>
<CAPTION>
Name State of Incorporation
--------------------------- ----------------------
<S> <C>
NetRight Technologies, Inc. Delaware
THOUGHTSTAR, Inc. Delaware
</TABLE>
SECOND: That an Agreement and Plan of Reorganization dated as of April
11, 2000, by and among the Merging Corporation, the Surviving Corporation and
iManage, Inc., a Delaware corporation (the "Agreement and Plan of
Reorganization"), has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of subsection (c) of Section 251 of the General Corporation Law of
the State of Delaware.
THIRD: That the name of the corporation surviving the merger is NetRight
Technologies, Inc.
FOURTH: That the Certificate of Incorporation of NetRight Technologies,
Inc., shall, as of the Effective Time of the Merger, be the Certificate of
Incorporation of the Surviving Corporation.
FIFTH: That the executed Agreement and Plan of Reorganization is on file
at the principal place of business of the Surviving Corporation. The address of
said principal place of business is 2121 South El Camino Real, Suite 400, San
Mateo, California 94403.
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SIXTH: That a copy of the Agreement and Plan of Reorganization will be
furnished by the Surviving Corporation upon request and without charge to any
stockholder of the Merging Corporation or the Surviving Corporation.
SEVENTH: This Certificate of Merger shall be effective at 11:59 p.m.,
Delaware time, on June 21, 2000.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
executed by its duly authorized officer this 21st day of June, 2000.
NetRight Technologies, Inc.
(a Delaware corporation)
By: /s/ Mahmood Panjwani
------------------------------------------
Mahmood Panjwani
