EXHIBIT 3.5
As Filed with the Secretary
of State of the State of Delaware
on November 22, 2002
CERTIFICATE OF MERGER
MERGING
US PATRIOT, INC.
(A SOUTH CAROLINA CORPORATION)
WITH AND INTO
TRIMEDIA ENTERTAINMENT GROUP, INC.
(A DELAWARE CORPORATION)
Pursuant to Section 253 of the Delaware General Corporation Law, the
undersigned corporations hereby execute the following Certificate of Merger:
FIRST: That US Patriot, Inc. ("US Patriot") was incorporated on October 25,
2001, pursuant to the South Carolina Business Corporation Act, the provisions of
which permit the merger of a corporation of another state and a corporation
organized and existing under the laws of said state.
SECOND: That TriMedia Entertainment Group, Inc. ("TriMedia") was
incorporated on October 16, 2002, pursuant to the General Corporation Laws of
the State of Delaware.
THIRD: An Agreement and Plan of Merger between US Patriot and TriMedia has
been approved, adopted, certified, executed and acknowledged by US Patriot and
TriMedia in accordance with the laws of their respective states of
incorporation.
FOURTH: The name of the surviving corporation of the merger is: TriMedia
Entertainment Group, Inc.
FIFTH: The Certificate of Incorporation of TriMedia Entertainment Group,
Inc., a Delaware corporation, shall continue in full force and effect as the
Certificate of Incorporation of the surviving corporation.
SIXTH: A copy of the Agreement and Plan of Merger is on file at the offices
of the surviving corporation, the address of which is provided below, and a copy
of the Agreement and Plan of Merger will be furnished, upon request and without
any cost, to any shareholder of the constituent corporations.
Exhibit 3.5 - Page 1
101 Charles Drive
Bryn Mawr, PA 19010
SEVENTH: Anything herein or elsewhere to the contrary notwithstanding this
merger may be terminated or abandoned by the parties at any time prior to the
time that this merger is filed with the Secretary of State and becomes
effective.
EIGHTH: The authorized capital of US Patriot is One Hundred Million
(100,000,000) shares of common stock, $0.0001 par value and Twenty Million
(20,00 0,000) shares of preferred stock, $0.0001 par value. The authorized
capital of TriMedia is One Hundred Million (100,000,000) shares of common stock,
$0.0001 par value and Twenty Million (20,000,000) shares of preferred stock,
$0.0001 par value.
NINTH: This Certificate of Merger shall be effective upon the date of
filing with the Secretary of State of Delaware. IN WITNESS WHEREOF, US Patriot
and TriMedia have caused this Certificate of Merger to be signed as of this 22nd
day of November, 2002.
US PATRIOT, INC.
By: /s/ Christopher Schwartz
-------------------------------------------------
Christopher Schwartz, Chief Executive Officer
TRIMEDIA ENTERTAINMENT GROUP, INC.
By: /s/ Christopher Schwartz
-------------------------------------------------
Christopher Schwartz, Chief Executive Officer
Exhibit 3.5 - Page 2