Cert of Merger


    Exhibit 4.3

     

    
 

    CERTIFICATE
      OF MERGER

     

    MERGING

     

    CMNW
      ACQUISITION CORPORATION

     

    WITH
      AND INTO

     

    ORTHOSUPPLY
      MANAGEMENT, INC. 

     

    OrthoSupply
      Management, Inc., a Delaware corporation ("OrthoSupply"),
      hereby
      certifies that:

     

    1.  Incorporation.
      OrthoSupply was incorporated on August 4, 2005, pursuant to the Delaware General
      Corporation Law under the name "OrthoSupply Management, Inc."

     

    2.  Constituent
      Corporations.
      Under
      the filing of this Certificate of Merger with the Secretary of State of the
      State of Delaware, CMNW Acquisition Corporation, a Nevada corporation
      ("CMNW"),
      will
      merge with and into OrthoSupply. Each of OrthoSupply and CMNW are referred
      to
      herein as a "Constituent
      Corporation").

     

    3.  Approval
      of the Agreement and Plan of Merger and Reorganization.
      An
      Agreement and Plan of Merger setting forth the terms and conditions of the
      merger of CMNW with and into OrthoSupply (the "Merger
      Agreement"),
      whereby OrthoSupply will continue as the surviving corporation, has been
      approved, adopted, certified, executed and acknowledged by each of the
      Constituent Corporations in accordance with Section 251 of the Delaware
      General Corporation Law.

     

    4.  Surviving
      Corporation.
      The
      name of the corporation surviving the merger is OrthoSupply Management, Inc.,
      a
      Delaware corporation.

     

    5.  Amended
      and Restated Certificate of Incorporation.
      The
      Certificate of Incorporation of OrthoSupply is hereby amended and restated
      to
      read as set forth in Exhibit
      A
      hereto,
      and said Amended and Restated Certificate of Incorporation shall be the
      Certificate of Incorporation of the surviving corporation until further
      amended.

     

    6.  Merger
      Agreement on File.
      An
      executed copy of the Merger Agreement is on file at an office of OrthoSupply
      located at 237 Cedar Hill Street, Suite 4, Marlboro, MA 01752.

     

    7.  Copies
      of the Merger Agreement.
      Any
      stockholder of either Constituent Corporation may obtain a copy of the Merger
      Agreement, without cost, by requesting such copy from OrthoSupply.

     

    [signature
      page follows]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

        Certificate Of MergerMerging OrthoSupply
          Management, Inc.With and into CMNW Acquisition CorporationPage of


      

    



    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Certificate of Merger on behalf of OrthoSupply
      Management, Inc., on December ___, 2005.

     

    


     

    ORTHOSUPPLY
      MANAGEMENT, INC.

    


    


    ______________________________________

    By: Brian
      Lesperance

    Its: President

    



    
      
         

      

      
         

        
          

        

      

      
         

        Certificate Of MergerMerging OrthoSupply
          Management, Inc.With and into CMNW Acquisition CorporationPage of


      

    



    Exhibit
      A

     

    AMENDED
      AND RESTATED

    CERTIFICATE
      OF INCORPORATION

    OF

    ORTHOSUPPLY
      MANAGEMENT, INC.

     

    FIRST:
      The
      name of the corporation is:

     

    OrthoSupply
      Management, Inc.

     

    SECOND:
      The
      address of its registered office in the State of Delaware is Corporation Trust
      Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
      19801. The name of its registered agent at such address is The Corporation
      Trust
      Company.

     

    THIRD:
      The
      purpose of the corporation is to engage in any lawful act or activity for which
      corporations may be organized under the General Corporation Law of the State
      of
      Delaware.

     

    FOURTH:
      The
      total number of shares of capital stock which the corporation shall have
      authority to issue is three thousand (3,000), and the par value of each of
      such
      share is one cent ($0.01), amounting in the aggregate to thirty dollars ($30.00)
      of capital stock.

     

    FIFTH:
      The
      following provisions are inserted for the management of the business and for
      the
      conduct of the affairs of the corporation and for defining and regulating the
      powers of the corporation and its directors and stockholders and are in
      furtherance and not in limitation of the powers conferred upon the corporation
      by statute:

     

    
      	 	
              (a)

            	
              The
                election of directors need not be by written
                ballot.

            


    

     

    
      	 	
              (b)

            	
              The
                Board of Directors shall have the power and
                authority:

            


    

     

    
      	 	
              (1)

            	
              to
                adopt, amend or repeal by-laws of the corporation, subject only to
                such
                limitation, if any, as may be from time to time imposed by law or
                by the
                by-laws; and

            


    

     

    
      	 	
              (2)

            	
              to
                the full extent permitted or not prohibited by law, and without the
                consent of or other action by the stockholders, to authorize or create
                mortgages, pledges or other liens or encumbrances upon any or all
                of the
                assets, real, personal or mixed, and franchises of the corporation,
                including after-acquired property, and to exercise all of the powers
                of
                the corporation in connection therewith;
                and

            


    

     

    
      	 	
              (3)

            	
              subject
                to any provision of the by-laws, to determine whether, to what extent,
                at
                what times and places and under what conditions and regulations the
                accounts, books and papers of the corporation (other than the stock
                ledger), or any of them, shall be open to the inspection of the
                stockholders, and no stockholder shall have any right to inspect
                any
                account, book or paper of the corporation except as conferred by
                statute
                or authorized by the by-laws or by the Board of
                Directors.

            


    

     

    SIXTH:
      No
      director of the corporation shall be personally liable to the corporation or
      to
      any of its stockholders for monetary damages for breach of fiduciary duty as
      a
      director, notwithstanding any provision of law imposing such liability;
      provided, however, that to the extent required from time to time by applicable
      law, this Article Sixth shall not eliminate or limit the liability of a
      director, to the extent such liability is provided by applicable law, (i) for
      any breach of the director's duty of loyalty to the corporation or its
      stockholders, (ii) for acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation of law, (iii) under Section 174
      of
      Title 8 of the Delaware Code, or (iv) for any transaction from which the
      director derived an improper personal benefit. No amendment to or repeal of
      this
      Article Sixth shall apply to or have any effect on the liability or alleged
      liability of any director for or with respect to any acts or omissions of such
      director occurring prior to the effective date of such amendment or
      repeal.