CERTIFICATE OF OWNERSHIP AND MERGER
OF
WEALTHHOUND.COM, INC.
(A FLORIDA CORPORATION)
WITH AND INTO
WEALTHHOUND.COM, INC.
(A DELAWARE CORPORATION)
It is hereby certified that:
1. WealthHound.com, Inc. is incorporated in Florida ("WealthHound
Florida").
2. WealthHound.com, Inc. was incorporated in Delaware on August
23, 2000 ("WealthHound Delaware").
3. All of the outstanding shares of the capital stock of
WealthHound Delaware are owned by WealthHound Florida.
4. WealthHound Florida, by the following resolutions duly adopted
on September 20, 2000 by the unanimous written consent of its Board of
Directors, determined to, and effective on October 20, 2000, does, merge
WealthHound Florida with and into WealthHound Delaware with WealthHound Delaware
being the surviving corporation:
RESOLVED, that the form of an agreement and plan of merger,
(the "Merger Agreement"), between WealthHound Florida and WealthHound
Delaware, pursuant to which, among other things, (i) WealthHound
Florida would merge with and into WealthHound Delaware and WealthHound
Delaware would be the surviving corporation and (ii) the holders of
capital stock of WealthHound Florida shall be entitled to the pro rata
issuance of capital stock of WealthHound Delaware upon surrender of any
Certificates therefor, all as set forth in the Merger Agreement, is
hereby approved; and be it further
RESOLVED, that the Board of Directors recommends that the
stockholders of WealthHound Florida approve the Merger Agreement and
direct that such Merger Agreement be submitted to the Corporation's
stockholders for their approval; and be it further
<PAGE>
RESOLVED, that the officers of WealthHound Florida be and each
of them hereby is authorized and directed on behalf of WealthHound
Florida to enter into, execute and deliver an agreement and plan of
merger substantially in the form of the Merger Agreement and all
documents, agreements, instruments and writings related thereto or
referred to therein with any such changes or modifications to the
Merger Agreement or such other documents, agreements, instruments and
writings as such officers may deem appropriate or advisable, with the
execution and delivery thereof by any such officers to be conclusive
evidence of the exercise of the authority and discretion herein
conferred; and be it further
RESOLVED, that the officers of WealthHound Florida be and each
of them hereby is authorized and directed on behalf of WealthHound
Florida to perform all such other acts and things, to prepare, execute,
acknowledge and deliver, file and record all such other documents,
certificates, instruments, covenants, undertakings, obligations and
agreements, including, without limitation, a certificate of merger or
similar document, and to take all such steps as such officer or
officers may approve or otherwise deem necessary, advisable or
appropriate in order to give effect to and carry out the intent of the
foregoing resolutions or to cause WealthHound Florida to perform each
and all of its obligations, warranties and covenants under each of the
agreements described, generally or specifically, in the foregoing
resolutions, with the execution, delivery and performance of any such
documents, certificates, instruments, covenants, undertakings,
obligations and agreements by any such officer to be conclusive
evidence of the exercise of the authority and discretion herein
conferred.
5. The proposed merger has been adopted, approved, certified,
executed and acknowledged by WealthHound Florida in accordance with the laws of
the state of Florida.
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<PAGE>
We, the undersigned officers of WealthHound Florida, have
hereunder set our hands as of this 17th day of October, 2000 and we hereby
certify that this Certificate of Ownership and Merger was duly adopted in
accordance with Section 253 of the GCL, and we hereby affirm that the foregoing
certificate is our act and deed and the act and deed of the Corporation and that
the facts stated herein are true.
WEALTHHOUND.COM, INC.,
a Florida corporation
By:/s/ Michael D. Farkas
---------------------------------
Name: Michael D. Farkas
Title: Chief Executive Officer
By:/s/ Seth S. Fishman
---------------------------------
Name: Seth S. Fishman
Title: Vice President, Finance
