CERTIFICATE
OF MERGER
MERGING
COMMON
HORIZONS, INC.
(a
Nevada corporation)
WITH
AND INTO
NOVELOS
THERAPEUTICS, INC.
(a
Delaware corporation)
under
Section
252 of the General Corporation Law
Of
the State of Delaware
NOVELOS
THERAPEUTICS, INC., a
corporation organized and existing under the laws of the State of Delaware,
DOES
HEREBY CERTIFY that:
FIRST:
The name and state of incorporation of each of the constituent corporations
are
NOVELOS THERAPEUTICS, INC., a Delaware corporation (“Novelos”), and COMMON
HORIZONS, INC., a Nevada corporation (“CH”).
SECOND:
Each of Novelos and CH has approved, adopted, certified, executed and
acknowledged an Agreement and Plan of Merger (the “Merger Agreement”) dated as
of June 3, 2005 in accordance with the provisions of subsection (c) of Section
252 of the General Corporation Law of the State of Delaware. The Merger
Agreement was adopted by the requisite number of stockholders of each of Novelos
and CH on June 7, 2005.
THIRD:
The name of the surviving corporation is NOVELOS THERAPEUTICS, INC., which
shall
continue to be named NOVELOS THERAPEUTICS, INC.
FOURTH:
Pursuant to the Merger Agreement, the Certificate of Incorporation of NOVELOS
THERAPEUTICS, INC. shall be the Certificate of Incorporation of the surviving
corporation, and the name of the corporation therein shall be changed to NOVELOS
THERAPEUTICS, INC., provided, however, that Article FOURTH of said Certificate
of Incorporation shall be amended to read in its entirety as
follows:
“FOURTH:
The aggregate number of shares of stock that the Corporation shall have
authority to issue is one hundred million seven thousand (100,007,000) shares,
of which one hundred million (100,000,000) shares shall be designated “Common
Stock” and seven thousand (7,000) shares shall be designated “Preferred Stock”.
Shares of Common Stock and Preferred Stock shall have a par value of $.00001
per
share.
Common
Stock
Subject
to the prior or equal rights, if any, of the Preferred Stock which hereafter
may
be authorized of any and all series stated and expressed by the Board of
Directors in the resolution or resolutions providing for the issuance of such
Preferred Stock, the holders of Common Stock shall be entitled (i) to receive
dividends when and as declared by the Board of Directors out of any funds
legally available therefore and (ii) in the event of dissolution, liquidation
or
winding up of the Corporation, to receive the remaining assets of the
Corporation, ratably according to the number of shares of Common Stock held.
The
holders of Common Stock shall be entitled one vote for each share of Common
Stock held on all matters submitted to a vote of stockholders of the
Corporation. No holder of Common Stock shall have any preemptive right to
purchase or subscribe for any part of any issue of stock of any class
whatsoever, whether now or hereafter authorized.
Preferred
Stock
Authority
is hereby expressly granted to the Board of Directors from time to time to
issue
series of Preferred Stock and, in connection with the creation of each such
series, to fix by the resolution or resolutions providing for the issue of
shares thereof, the number of shares of such series, and the powers,
designation, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations and restrictions of such series,
to
the full extent now or hereafter permitted by the laws of the State of
Delaware.”
FIFTH:
The executed Merger Agreement is on file at the principal place of business
of
Novelos at One Gateway Center, Suite 504, Newton, Massachusetts
02458.
SIXTH:
A
copy of the Merger Agreement will be furnished by Novelos, on request and
without cost, to any stockholder of any constituent corporation.
SEVENTH:
Novelos hereby agrees that it will promptly pay to the dissenting shareholders
of CH the amount, if any, to which they shall be entitled under the provisions
of the Nevada Revised Statutes with respect to the rights of dissenting
stockholders.
IN
WITNESS WHEREOF, NOVELOS THERAPEUTICS, INC., a Delaware corporation, has caused
this certification to be signed by Harry S. Palmin, its President, on this
13th
day of
June, 2005
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NOVELOS
THERAPEUTICS, INC. |
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By: |
/s/ Harry
S.
Palmin |
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Harry
S. Palmin, President
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