|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/06/07 Brekford Corp. 10SB12G 41:5.7M Issuer Section 16/FA |
Document/Exhibit Description Pages Size
1: 10SB12G General Form for Registration of Securities HTML 668K
2: EX-2.1 Agreement and Plan of Merger HTML 157K
3: EX-2.2 Certificate of Merger of Pelican Mobile HTML 20K
4: EX-3.1.1 Certificate of Incorporation HTML 15K
5: EX-3.1.2 Certificate of Amendment HTML 15K
6: EX-3.1.3 Certificate of Amendment HTML 15K
7: EX-3.1.4 Certificate of Amendment HTML 16K
8: EX-3.1.5 Certificate of Amendment HTML 16K
9: EX-3.1.6 First Amended and Restated Certificate HTML 40K
10: EX-3.2 Bylaws of Tactical Solution Partners, Inc. HTML 120K
11: EX-4.1 Specimen Certificate HTML 29K
12: EX-4.2 Stock Purchase Agreement HTML 43K
13: EX-4.3 Warrant to Purchase Tactical Solution Partners HTML 64K
14: EX-4.4 Form of Subscription Agreement to Purchase Units HTML 44K
of Tactical Solution
15: EX-4.5 Form of Warrant to Purchase Tactical Solutions HTML 71K
16: EX-4.6 Form of Registration Rights Agreement HTML 51K
17: EX-4.7 Form of Warrant HTML 90K
18: EX-4.8 Form of Warrant Issued to Sierra Equity Group HTML 70K
19: EX-4.9 Non-Qualified Stock Option Agreement HTML 88K
20: EX-10.1 Form of Employment Agreement HTML 54K
29: EX-10.10 Investment Banking Advisory Agreement HTML 74K
30: EX-10.11 Selling Agreement With Sierra Equity Group, Ltd HTML 23K
31: EX-10.12 Amendment to Investment Banking Advisory HTML 34K
32: EX-10.13 Lease Agreement Between Pelican and Peppermill HTML 95K
33: EX-10.14 Lease Agreement HTML 119K
34: EX-10.15 Loan and Security Agreement HTML 30K
35: EX-10.16 Promissory Note Agreements HTML 65K
36: EX-10.17 Guaranty Agreement HTML 23K
37: EX-10.18 Stockholder Promissory Note (Chandra) HTML 23K
38: EX-10.19 Stockholder Promissory Note (Scott) HTML 65K
21: EX-10.2 Form of Employment Agreement HTML 57K
39: EX-10.20 State of Maryland Project Contract HTML 65K
40: EX-10.21 Stipulation for Settlement HTML 126K
41: EX-10.22 Letter of Engagement HTML 36K
22: EX-10.3 Employment Agreement HTML 56K
23: EX-10.4 Severance and Release Agreement HTML 35K
24: EX-10.5 Employment Agreement HTML 56K
25: EX-10.6 Placement Agency Agreement HTML 175K
26: EX-10.7 Consulting Agreement With Birch Systems HTML 30K
27: EX-10.8 Amendment to Consulting Agreement HTML 16K
28: EX-10.9 Letter Terminating Agreement HTML 32K
| United States Securities & Exchange Commission EDGAR Filing |
EXHIBIT 2.2
STATE OF DELAWARE
CERTIFICATE OF MERGER
OF
PELICAN MOBILE COMPUTERS, INC.
a Maryland Corporation
INTO
AMERICAN FINANCIAL HOLDINGS INC.
a Delaware Corporation
Pursuant to Title 8, Section 252 of the
Delaware General Corporation Law
AMERICAN FINANCIAL HOLDINGS INC., a Delaware corporation, File Number 3838993, (“AFHI”), herby certifies to the following information relating to the merger (the “Merger”) of PELICAN MOBILE COMPUTERS, INC., a Maryland Corporation (the “Merging Corporation”) with and into AFHI:
FIRST: The name and state of incorporation of each of the constituent corporations to the Merger are as follows:
Name | State of Incorporation |
AMERICAN FINANCIAL HOLDINGS INC. | Delaware |
PELICAN MOBILE COMPUTERS, INC. | Maryland |
SECOND: The Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2005 between AFHI and the Merging Corporation, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Title 8 Section 252 of the General Corporation Law of the State of Delaware.
THIRD: Pursuant to resolution of its Board of Directors, a special meeting of the stockholders of AFHI was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the Merger Agreement.
FOURTH: AMERICAN FINANCIAL HOLDINGS INC., a Delaware Corporation, is the surviving corporation (the “Surviving Corporation”) of the Merger.
FIFTH: The Certificate of Incorporation of the Surviving Corporation shall be amended to change the name to TACTICAL SOLUTION PARTNERS, INC., a Delaware Corporation, as a result of the Merger.
SIXTH: The authorized capital stock of the Merging Corporation consists of 1,000 Common Shares, no par value per share.
SEVENTH: The Merger shall be effective as of the time of the filing of this Certificate.
NINTH: The Agreement of Merger is on file at Tactical Solution Partners, Inc., International Trade Center, 2408 Peppermill Dr., Suite I, Glen Burnie, MD 21061, an office of the Surviving Corporation.
TENTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request and without cost, to any stockholder of the constituent corporations.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be duly executed by its authorized officer.
Dated: January 6, 2006
| AMERICAN FINANCIAL HOLDINGS INC. | |
| a Delaware Corporation | |
|
| |
|
| |
|
|
|
| By: | /s/ Charley Wall |
|
| Name: Charley Wall |
|
| Title: President |
|
| |
|
| |
|
|
|
| By: | /s/ Maris J. Licis |
|
| Name: Maris J. Licis |
|
| Title: Secretary |
| This ‘10SB12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/6/07 | None on these Dates | ||
| 1/6/06 | ||||
| 12/21/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/03/07 SEC UPLOAD¶ 9/22/17 1:116K Brekford Traffic Safety, Inc. |