ARTICLES OF
MERGER
CONTAINING
THE
AGREEMENT AND PLAN
OF MERGER
THESE
ARTICLES OF MERGER, dated as of August 2, 2006, are entered into by
and between Amerimine Resources, Inc. (“AMMN)") and American
Unity Investments, Inc., a Florida corporation (“AUI”),
to effectuate the merger of AMMN with and into AUI (the "Merger")
under Section 368(a)(2)(A) of the Internal Revenue Code of 1986.
AMMN and AUI are hereinafter collectively referred to as the
"Constituent Corporations." AUI is sometimes hereinafter referred
to as the "Surviving Corporation." This Agreement and Plan of
Merger is intended to be filed with the state of Florida as the
Articles of Merger required by Section 607.1105 of the Florida
Business Corporation Act (the "Act").
RECITALS
A.
AMMN
owns all of the outstanding 100 shares of common stock of AUI,
which is the only class outstanding (the "AUI Common
Stock").
B.
AUI
and AMMN have agreed that AUI and AMMN shall merge with AUI to be
the Surviving Corporation. The Merger has been approved by the
Boards of Directors of the Constituent Corporations on August 2,
2006. The issuance of the AUI shares of Common Stock pursuant to
Section 4 hereof has also been approved by the AUI Board of
Directors on August 1, 2006.
C.
In
respect of AUI, AMMN, as the holder of all of the outstanding 100
shares of common stock of AUI, the only class of shares
outstanding, has approved the Merger by written consent action
dated August 2, 2006. The number of votes cast by AMMN as the sole
shareholder of AUI was sufficient for the approval of the
Merger.
D.
In
respect of AMMN, the Merger did not require the approval of
shareholders in accordance with Section 607.11045 of the Florida
Business Corporation Act, and the conditions set forth in
subsection (3) of Section 607.11045 have been satisfied.
NOW,
THEREFORE, in order to prescribe (a) the terms and conditions of
the Merger; (b) the method of carrying the same into effect; (c)
the manner and basis of converting and exchanging the shares of
AMMN Common Stock into shares of AUI Common Stock; and (d) such
other details and provisions as are deemed necessary or desirable;
and in consideration of the foregoing recitals and the agreements,
provisions and covenants herein contained, AMMN and AUI hereby
agree as follows:
1.
Effective
Date . The Merger
shall become effective upon the filing of a copy of these Articles
of Merger with the Department of State of Florida. The date
and time on which the Merger becomes effective is hereinafter
referred to as the "Effective Date."
2.
M
