Section
253 of the Delaware General Corporation Law
IONATRON,
INC., a Delaware corporation, desiring to merge with APPLIED ENERGETICS, INC.,
a
Delaware corporation, pursuant to the provisions of Section 253 of the Delaware
General Corporation Law, hereby certifies as follows:
1. Ionatron,
Inc. is a corporation formed under the laws of the State of Delaware (the
“Corporation”).
2. The
Corporation is the owner of all of the outstanding shares of each class of
stock
of Applied Energetics, Inc., a corporation formed under the laws of the State
of
Delaware.
3. On
February 8, 2008, the Board of Directors of the Corporation adopted the
following resolutions to merge Applied Energetics, Inc. into the
Corporation:
“WHEREAS,
the Corporation owns 100% of the issued and outstanding common stock of the
Applied Energetics, Inc. (“Subsidiary”); and
WHEREAS,
it is in the best interests of the Corporation to merge the Subsidiary with
and
into the Corporation in order that all the estate, property, rights, privileges
and franchises of the Subsidiary shall vest in and be possessed by the
Corporation;
NOW,
THEREFORE, be it:
RESOLVED,
that the Board of Directors of the Corporation hereby approves and adopts the
following plan to merge the Subsidiary into the Corporation:
1. The
name
of the corporation proposing to merge is Applied Energetics, Inc. (the
“Subsidiary”) and the name of the surviving corporation is Ionatron, Inc. (the
“Corporation”)
2. The
Subsidiary shall merge into the Corporation and upon the effective date of
such
merger the Subsidiary shall cease to exist and shall no longer exercise its
powers, privileges and franchises subject to the laws of the State of Delaware.
The Corporation shall succeed to the property and assets of and exercise all
the
powers, privileges and franchises of the Subsidiary and shall assume and be
liable for all of the debts and liabilities, if any, of the
Subsidiary.
3. The
shares of the Subsidiary shall not be converted as a result of the merger,
but
shall be cancelled, and the authorized capital stock of the Corporation shall
be
and remain the same as before the merger.
4. The
Certificate of Incorporation of the Corporation shall be amended to change
the
name of the Corporation to Applied Energetics, Inc. upon the effective date
of
the merger.
and
further
RESOLVED,
that the President of the Corporation, or such other officer of the Corporation
designated by the President, is hereby authorized to execute, in the name of
the
Corporation, a Certificate of Merger, and to file such Certificate in the Office
of the Secretary of State of the State of Delaware, and to do all the other
acts
and things that may be necessary to carry out and effectuate the purpose of
these resolutions.”
4. The
effective time and date of the merger shall be 8:00 A.M., February 20,2008.
IN
WITNESS WHEREOF, IONATRON, INC. has caused this Certificate to be executed
by
its duly authorized officer thereunto duly authorized this 13th day of February,
2008.
IONATRON,
INC.
(a
Delaware corporation)
By:
/s/
Dana A. Marshall
Name: Dana
A. Marshall
Title: Chief
Executive Officer and
President
Dates Referenced Herein and Documents Incorporated by Reference
