This Agreement and the Merger contemplated hereby have been approved by the requisite vote of the majority of the shareholders by written consent at a shareholder meeting of the Constituent Corporations stockholders in accordance with the DGCL and FLBCA and compliance with the requirements of law, including the securities laws of the United States. As promptly as practicable after the later of (a) approval of this Agreement by the Constituent Corporations stockholders in accordance with applicable law, the Constituent Corporations chief executive officer Mr. Noel Mijares or secretary, Mr. David A. Bingaman s hall promptly make and execute the Articles of Merger and shall cause such documents as necessary to be filed with the Secretary of State of Florida in accordance with the FLBCA and Secretary of State of Delaware in accordance with DGCL. The execution and delivery hereof by the constituent corporations shall constitute the approval and adoption of, and consent to, the Merger Agreement and the transactions contemplated thereby.