ARTICLES OF MERGER
These ARTICLES OF MERGER (the "Articles"), made and entered into this 28th
day of December, 1998, by and between AXONYX INC., a Delaware corporation
(hereinafter sometimes referred to as "the Merging Corporation") and IONOSPHERE,
INC., a Nevada corporation (hereinafter sometimes referred to as the "Surviving
Corporation"). These Articles are adopted pursuant to the requirements of the
Nevada Revised Statutes, the applicable laws of the State of Nevada, the
Delaware General Corporation Laws and the applicable laws of the State of
Delaware. All such laws permit the merger described hereinafter, subject to the
terms and conditions set forth as follows:
ARTICLE I
[INCORPORATION AND SURVIVING CORPORATION]
Axonyx Inc., was organized as a Delaware corporation on September 16, 1996.
Ionosphere, Inc., was organized as a Nevada corporation on July 29, 1997.
Ionosphere, Inc. is the Surviving Corporation.
ARTICLE II
[BOARD APPROVAL]
The Agreement of Merger was adopted unanimously by the Boards of Directors
of Axonyx Inc. and of Ionosphere, Inc on December 1, 1998.
ARTICLE III
[STOCKHOLDER APPROVAL]
The Agreement of Merger was adopted by the stockholders of the Axonyx Inc.
at a Special Meeting held on December 28, 1998. There were present in person or
by proxy 4,845,000 shares of the 5,277,500 shares outstanding. Axonyx Inc. has
one class of shares only, and each share is entitled to one (1) vote on all
matters submitted to the stockholders. There were 4,845,000 shares voting for
the resolution providing for the merger, which constitutes 91.81% of the
outstanding shares. There were no shares voted against the merger resolution.
The Agreement of Merger was adopted by the stockholders of Ionosphere, Inc.
by a Written Consent of Shareholders on December 4, 1998. The Written Consent
was adopted by 3,000,000 shares out of 4,100,000 shares outstanding, comprising
more than 73% of the outstanding shares of Ionosphere, Inc.
The number of shares cast in favor of the merger by the stockholders of
both the Merging Corporation and the Surviving Corporation were sufficient for
approval of the merger by the stockholders of each corporation.
ARTICLE IV
[EXCHANGE OF SHARES]
The shares of the Merging Corporation will be converted into shares of the
Surviving Corporation, on the basis of one (1) share of the Merging Corporation
being converted into one (1) share of the Surviving Corporation. The stock
purchase warrants (the "Warrants") of the Merging Corporation will be converted
into Warrants of the Surviving Corporation, on the basis of one (1) Warrant of
the Merging Corporation being converted into one (1) Warrant of the Surviving
Corporation.
ARTICLE V
[REGISTERED OFFICE - THE NEVADA CORPORATION]
The complete executed Agreement of Merger is on file at the registered
office of the Surviving Corporation, at the Nevada Agency and Trust Company, 00
X. Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000.
ARTICLE VI
[COPY OF PLAN OF MERGER]
A complete, executed Agreement of Merger is on file at the registered
office of the Surviving Corporation as set forth in Article V above. A copy of
the Agreement of Merger will be furnished by the Surviving Corporation on
request and without cost to any stockholder of any corporation which is a party
to the merger.
ARTICLE VII
[EFFECTIVE DATE]
The effective date of the merger shall be the date these Articles of Merger
are filed with the Secretary of State of Nevada. The Agreement of Merger will
be filed with the Secretary of the State of Nevada.
IN WITNESS WHEREOF, these Articles of Merger, having been duly approved by
a resolution of the Boards of Directors and the stockholders of Axonyx Inc. and
Ionosphere, Inc., is executed by the President and Secretary of both
corporations.
DATED this 28th day of December, 1998.
ATTEST: Axonyx Inc.
A Delaware corporation
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx, M.D.
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Xxxxxxx Xxxxx, Secretary Xxxxxx Xxxxxxx, President & CEO
ATTEST Ionosphere, Inc.
A Nevada corporation
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxx
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Xxxxx Xxxxx, Secretary Xxxxxxx Xxx, President
STATE OF WASHINGTON )
) SS.
COUNTY OF KING )
The undersigned, a Notary Public, does hereby certify that on this 28th day
of December, 1998, personally appeared before me, Xxxxxxx Xxxxx who being by me
first duly sworn, declared that he is the Secretary of Axonyx Inc., a Delaware
corporation, that he signed the foregoing document as Secretary of the
corporation, and that the statements therein contained are true.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of December,
1998.
/s/ Xxxxx X. Lubinick
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Notary Public
Residing in: Seattle
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My Commission Expires: 11-3-2000
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