Nevada
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000-52381
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N/A
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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(d)
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Exhibits
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10.1
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99.1
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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1)
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Name and jurisdiction of organization of each constituent entity (NRS 92A.200):
If there are more than four merging entities, check box and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.
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Search By Headlines.com Corp.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Naked Brand Group Inc.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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Search By Headlines.com Corp.
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Name of surviving entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 1
Revised on: 8-31-11
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
|
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
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ABOVE SPACE IS FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):
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Attn:
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c/o:
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3)
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(Choose one)
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ý
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The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).
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¨
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The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity):
¨
If there are more than four merging entities, check box
and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity from the appropriate section of articles four.
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(a)
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Owner’s approval was not required from
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Search By Headlines.com Corp.
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||
Name of merging entity, if applicable
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Naked Brand Group Inc.
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Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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Search By Headlines.com Corp.
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||
Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
|
Nevada Secretary of State 92A Merger Page 2
Revised on: 8-31-11
|
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
|
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
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ABOVE SPACE IS FOR OFFICE USE ONLY
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(b)
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The plan was approved by the required consent of the owners of *;
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
|
Nevada Secretary of State 92A Merger Page 3
Revised on: 8-31-11
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
|
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
(c)
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Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
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The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.
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Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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||
Name of merging entity, if applicable
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Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
|
Nevada Secretary of State 92A Merger Page 4
Revised on: 8-31-11
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
|
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:
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Article One of the Articles of Incorporation of Search By Headlines.com Corp. is hereby amended to change the name of Search By Headlines.com Corp. to Naked Brand Group Inc.
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6)
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Location of Plan of Merger (check a or b):
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ý
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(a) The entire plan of merger is attached;
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or,
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¨
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(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
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7)
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Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
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Date: August 29, 2012
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Time:
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 5
Revised on: 8-31-11
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
|
|
Important: Read attached instructions before completing form.
|
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ABOVE SPACE IS FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
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(if there are more than four merging entities, check box
¨
and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):
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Naked Brand Group Inc.
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Name of merging entity
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/s/ Alex McAulay
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President, Secretary, Treasurer
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August 15, 2012
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Signature
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Title
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Date
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Search By Headlines.com Corp.
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Name of merging entity
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/s/ Alex McAulay
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Secretary and Treasurer
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August 15, 2012
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Search By Headlines.com Corp.
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Name of surviving entity
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/s/ Alex McAulay
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Secretary and Treasurer
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August 15, 2012
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||
Signature
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Title
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Date
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 6
Revised on: 8-31-11
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1.
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THE MERGER
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1.1
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The Merger
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1.2
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Effective Date
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(a)
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the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
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(b)
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after satisfaction of the requirements of the laws of the State of Nevada.
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1.3
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Articles of Incorporation
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1.4
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Bylaws
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1.5
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Directors and Officers
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2.
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CONVERSION OF SHARES
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2.1
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Common Stock of Search
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2.2
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Exchange of Certificates
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3.
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EFFECT OF THE MERGER
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3.1
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Rights, Privileges, etc.
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3.2
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FURTHER ASSURANCES
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4.
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GENERAL
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4.1
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Abandonment
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4.2
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Amendment
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4.3
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Governing Law
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4.4
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Counterparts
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4.5
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Electronic Means
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
|
||
Important: Read attached instructions before completing form.
|
||
ABOVE SPACE IS FOR OFFICE USE ONLY
|
1)
|
Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box
¨
and attach an 81/2” x 11’’ blank sheet containing the
required information for each additional entity.
|
Naked Brand Group Inc.
|
|
Name of merging entity
|
Nevada
|
Corporation
|
|
Jurisdiction
|
Entity type *
|
Search By Headlines.com Corp.
|
|
Name of merging entity
|
Nevada
|
Corporation
|
|
Jurisdiction
|
Entity type *
|
Name of merging entity
|
Jurisdiction
|
Entity type *
|
Name of merging entity
|
Jurisdiction
|
Entity type *
|
Search By Headlines.com Corp.
|
|
Name of surviving entity
|
Nevada
|
Corporation
|
|
Jurisdiction
|
Entity type *
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
|
|
Important: Read attached instructions before completing form.
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
2)
|
Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):
|
Attn:
|
c/o:
|
3)
|
(Choose one)
|
ý
|
The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).
|
¨
|
The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)
|
4)
|
Owner’s approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box
¨
and attach an 8 1/2” x 11’’ blank sheet
containing the required information for each additional entity):
|
(a)
|
Owner’s approval was not required from
|
Naked Brand Group Inc.
|
||
Name of merging entity, if applicable
|
||
Search By Headlines.com Corp.
|
||
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
Search By Headlines.com Corp.
|
||
Name of surviving entity, if applicable
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
|
|
Important: Read attached instructions before completing form.
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
(b)
|
The plan was approved by the required consent of the owners of *;
|
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
Name of surviving entity, if applicable
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
|
|
Important: Read attached instructions before completing form.
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
(c)
|
Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
|
||
The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.
|
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
||
Name of merging entity, if applicable
|
Name of surviving entity, if applicable
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
|
|
Important: Read attached instructions before completing form.
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
5)
|
Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:
|
Article One of the Articles of Incorporation of Search By Headlines.com Corp. is hereby amended to change the name of Search By Headlines.com Corp. to Naked Brand Group Inc.
|
6)
|
Location of Plan of Merger (check a or b):
|
ý
|
(a) The entire plan of merger is attached;
|
or,
|
|
¨
|
(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
|
7)
|
Effective date (optional)**:
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
Naked Brand Group Inc.
|
|
Name of merging entity
|
President, Secretary,
Treasurer
|
||||
Signature
|
Title
|
Date
|
Search By Headlines.com Corp.
|
|
Name of merging entity
|
Secretary and Treasurer
|
||||
Signature
|
Title
|
Date
|
Name of merging entity
|
Signature
|
Title
|
Date
|
Name of merging entity
|
Signature
|
Title
|
Date
|
Search By Headlines.com Corp.
|
|
Name of surviving entity
|
Secretary and Treasurer
|
||||
Signature
|
Title
|
Date
|
IMPORTANT
: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|