Exhibit 2.2 ARTICLES OF MERGER MERGING UNITED MOBILE HOMES, INC. (a New Jersey Corporation) INTO UNITED MOBILE HOMES, INC. (a Maryland Corporation) FIRST: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, and UNITED MOBILE HOMES, INC., a corporation organized under the laws of the State of Maryland, agree that said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, shall be merged into said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland. The terms and conditions of the merger and the mode carrying the same into effect are as herein set forth in these articles of merger. SECOND: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, shall survive the merger. THIRD: The parties to the articles of merger are UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, and UNITED MOBILE HOMES, INC., a New Jersey corporation incorporated on the 15th day of November, 1968, under the New Jersey Business Corporation Act. FOURTH: The total number of shares of stock of all classes which said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, has authority to issue is 23,000,000, initially classified as 20,000,000 shares of common stock, par value $0.10 per share, and 3,000,000 shares of excess stock, par value $0.10 per share with an aggregate par value of $2,300,000. The total number shares of stock of all classes which said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, has authority to issue is 15,000,000, classified as 15,000,000 shares of common stock, par value $.10 per share. FIFTH: The manner and basis of converting or exchanging issued stock of the merged corporation into different stock or other consideration and the manner of dealing with any issued stock of the merged corporations not to be so converted or exchanged shall be as follows:
That upon the terms and subject to the conditions of the Agreement and Plan of Merger between the companies party to these Articles, at the effective time of the merger, each outstanding share of UNITED MOBILE HOMES, INC., organized under the laws of the State of New Jersey, will be converted into one share of common stock, $0.10 par value, of UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland. In addition, at the effective time, each outstanding option to purchase shares of UNITED MOBILE HOMES, INC., organized under the laws of the State of New Jersey, will continue outstanding as a right to purchase shares of the common stock of UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland, upon the same terms and conditions as immediately prior to the effective time. SIXTH: The principal office of said UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland, is located in Baltimore City, State of Maryland. Said UNITED MOBILE HOMES, INC, the merged corporation, owns no property in the State of Maryland. SEVENTH: The terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation party to the articles in the manner and by the vote required by its charter and the laws of the place where it is organized. EIGHTH: The merger was (a) duly advised by the board of directors of said UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland and the surviving corporation, by the adoption, on June 19, 2003, of a resolution, declaring that the merger herein proposed was advisable substantially upon the terms and conditions set forth in these articles of merger and directing that the proposed articles of merger be submitted for action thereon at a special meeting of the stockholders of said corporation, and (b) duly approved by the stockholder of said corporation by the unanimous written consent of the holders of each class of stock entitled to vote separately thereon on September 24, 2003. NINTH: The terms and conditions as set forth in these articles of merger were approved in the following manner. The merger to be effected by these articles of merger was duly advised and authorized and approved by said UNITED MOBILE HOMES, INC., organized under the laws of the State of New Jersey, in the manner and by the vote required by the laws of the State of New Jersey and by the charter of the said corporation.
IN WITNESS WHEREOF, UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey and UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, the corporations parties to the merger, have caused these articles of merger to be signed in their respective corporate names and on their behalf by their respective presidents or vice-presidents and witnessed or attested by their respective secretaries or assistant secretaries all as of the 24th day of September, 2003. UNITED MOBILE HOMES, INC., a New Jersey corporation By: /s/ Samuel A. Landy ----------------------------------------- Name: Samuel A. Landy Title: President Attest: /s/ Ernest V. Bencivenga - ----------------------------- Name: Ernest V. Bencivenga Title: Secretary UNITED MOBILE HOMES, INC., a Maryland corporation By: /s/ Samuel A. Landy ----------------------------------------- Name: Samuel A. Landy Title: President Attest: /s/ Ernest V. Bencivenga - ----------------------------- Name: Ernest V. Bencivenga Title: Secretary THE UNDERSIGNED, President of UNITED MOBILE HOMES, INC., a New Jersey corporation, who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his/her knowledge, information and belief, the matters and the facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Samuel A. Landy ----------------------------------------- Name: Samuel A. Landy
THE UNDERSIGNED, President of UNITED MOBILE HOMES, INC., a Maryland corporation, who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his/her knowledge, information and belief, the matters and the facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Samuel A. Landy ----------------------------------------- Name: Samuel A. Landy