CERTIFICATE OF MERGER
FIRST: The name of the constituent corporations that are a part of the
merger are as follows:
SEQUIAM ACQUISITIONS, INC. and the place of its organization is the State
of California; and
SEQUIAM, INC., and the place of its organization is the State of Delaware.
SECOND: An agreement of merger has been approved, adopted, certified,
executed and acknowledged by each corporation that is a party to this merger in
accordance with Section 252(a)(c) of the General Corporation Law of the State of
Delaware.
THIRD: The name of the surviving corporation is Sequiam Acquisitions,
Inc., a California corporation.
FOURTH: The name of the surviving corporation of the merger is Sequiam
Acquisitions, Inc., which shall herewith be changed to Sequiam, Inc., a
California corporation. The Certificate of Incorporation of Sequiam
Acquisitions, Inc., a California corporation, which is the surviving
corporation, shall continue in full force and effect as the Certificate of
Incorporation of the surviving corporation, as heretofore amended.
FIFTH: The executed agreement of merger is on file at the office of
surviving corporation at 000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000.
SIXTH: A copy of the executed agreement of merger will be furnished by the
surviving corporation, on request without cost, to any stockholder of either
constituent corporation.
SEVENTH: The surviving corporation may be served with process in the State
of Delaware in any proceeding for enforcement of any obligation of Sequiam,
Inc., a Delaware corporation, as well as for enforcement of any obligation of
the surviving corporation arising from the merger, including any suit or other
proceeding to enforce the right of any stockholder as determined in appraisal
proceedings pursuant to the provisions of section 262 of the General Corporation
Law of the State of Delaware and it does hereby irrevocably appoint the
Secretary of State of Delaware as its agent to accept service of process in any
such suit or other proceedings. The address to which a copy of such process
shall be mailed by the Secretary of State of Delaware is 000 Xxxxxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000 until the surviving corporation shall have hereafter
designated in writing to the said Secretary of State a different address for
such purpose. Service of such process may be made by personally delivering to
and leaving with the Secretary of State of Delaware duplicate copies of such
process, one of which copies the Secretary of State of Delaware shall forthwith
send by registered mail to said Xxxxxxx Acquisitions Inc., a California
corporation, at the above address.
1
SEQUIAM, INC.,
a Delaware corporation
By:
-----------------------------------
Xxxxxxxx X. Van den Xxxxxx,
Chief Executive Officer
SEQUIAM ACQUISITIONS, INC.,
a California corporation
By:
-----------------------------------
Xxxxxxx X. Xxxxxxx, President
By:
-----------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
2
CERTIFICATE OF SECRETARY
of
Sequiam, Inc., a Delaware corporation
I, Xxxx X. Xxxxxxxxxxx, Secretary of Sequiam, Inc., a corporation organized
and existing under the laws of the State of Delaware, hereby certify, as such
Secretary that the Agreement of Merger to which this Certificate is attached,
after having been first duly signed on behalf of the said corporation and having
been signed on behalf of Xxxxxxx Acquisitions, Inc., a corporation of the State
of California, was duly adopted pursuant to subsection (f) of Section 251 of the
General Corporation Law of Delaware, by the unanimous written consent of the
stockholders holding the 20,000,000 shares of the capital stock of the
corporation, same being all of the shares issued and outstanding having voting
power, which Agreement of Merger was thereby adopted as the act of the
stockholders of said Xxxxxxx, Inc. and the duly adopted agreement and act of the
said corporation.
WITNESS my hand on this 1st day of April , 2002
-------- -------------
------------------------------
Xxxx X. Xxxxxxxxxxx, Secretary
3
AGREEMENT OF MERGER
(California)
This AGREEMENT OF MERGER (this "Agreement"), dated as of April 1, 2002
-------------
(the "Execution Date"), is made by and between SEQUIAM ACQUISITIONS, INC., a
California corporation ("Surviving Corporation"), and SEQUIAM, INC., a Delaware
corporation ("Disappearing Corporation"), with reference to the following
recitals:
RECITALS
--------
A. As of the Execution Date, Surviving Corporation and Disappearing
Corporation are parties to that certain Agreement and Plan of Merger dated as of
the Execution Date (the "Plan of Merger").
B. Pursuant to the Plan of Merger, Surviving Corporation and
Disappearing Corporation have agreed to the merger of Disappearing Corporation
and Surviving Corporation into a single corporation (the "Merger").
C. The directors of each of Surviving Corporation and Disappearing
Corporation have unanimously approved the Merger, upon the terms and subject to
the conditions set forth herein.
D. The sole shareholder of Surviving Corporation and the shareholders
of Disappearing Corporation have each approved the Merger, upon the terms and
subject to the conditions set forth herein.
AGREEMENT
---------
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Disappearing Corporation is a corporation organized, existing and in
------------------------
good standing under the laws of the State of Delaware.
2. Surviving Corporation is a corporation organized, existing and in
----------------------
good standing under the laws of the State of California.
3. Merger.
------
(a) On the "Effective Date," as defined in Section 4 hereof,
Disappearing Corporation shall be merged into Surviving Corporation and the
separate existence of Disappearing Corporation shall thereupon cease, in
accordance with the applicable provisions of Sections 1100, et seq., of the
California Corporations Code, as amended (the "Code").
(b) Surviving Corporation shall be the surviving corporation in the
Merger and shall continue to be governed by the laws of the State of California,
and the separate existence of Surviving Corporation and all of its rights,
privileges, immunities and franchises, public and private, and all its duties
and liabilities as a corporation organized under the Code shall continue
unaffected by the Merger.
(c) The Merger shall have the effects specified by Section 1107 of the
Code.
4 Effective Date. On the Execution Date, or as soon thereafter as
---------------
possible, Surviving Corporation shall cause an original counterpart and the
required number of copies of this Agreement, along with an original counterpart
and the required number of copies of the Certificate of Approval of Merger
Agreement for each of Surviving Corporation and Disappearing Corporation
(collectively, the "Merger Documents"), and such other documents as required by
the Code, to be duly filed with the office of the Secretary of State of the
State of California as provided in Section 1103 of the Code. Subject to and in
accordance with the laws of the State of California, the Merger shall become
effective at the date and time the Merger Documents are filed with the office of
the Secretary of State of the State of California (the "Effective Date").
5. Cancellation of Shares. The outstanding shares of Disappearing
------------------------
Corporation shall be cancelled without consideration.
6. Outstanding Shares. The outstanding shares of Surviving Corporation
------------------
shall remain outstanding and are not affected by the Merger.
7. Articles of Incorporation. The Articles of Incorporation of
---------------------------
Surviving Corporation in effect immediately prior to the Effective Date shall be
the Articles of Incorporation of Surviving Corporation after the Effective Date,
as amended as follows:
The first paragraph of the Articles of Incorporation which reads "the name of
this corporation is Sequiam Acquisitions, Inc." is hereby deleted.
The first paragraph of the Articles of Incorporation shall read as follows:
"The name of this corporation is Sequiam, Inc."
8. Bylaws. The Bylaws of Surviving Corporation in effect immediately
------
prior to the Effective Date shall be the Bylaws of Surviving Corporation after
the Effective Date.
9. Board of Directors. From and after the Effective Date hereof, the
--------------------
Board of Directors of Disappearing Corporation shall be the directors of
Surviving Corporation and thereafter be determined as set forth in the Bylaws of
Surviving Corporation.
2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Execution
Date hereof.
"SURVIVING CORPORATION"
SEQUIAM ACQUISITIONS, INC.,
a California corporation
By:
----------------------------------------------
Xxxxxxx X. Xxxxxxx, President/Secretary
"DISAPPEARING CORPORATION"
SEQUIAM, INC.,
a Delaware corporation
By:
----------------------------------------------
Xxxxx X. Xxxxxx, President
SEQUIAM, INC.,
a Delware corporation
By:
----------------------------------------------
Xxxx X. Xxxxxxxxxxx, Secretary
3
CERTIFICATE OF SECRETARY
of
Sequiam Acquisitions, Inc., a California corporation
I, Xxxxxxx X. Xxxxxxx, certify that:
1. I am the President and Secretary of Sequiam Acquisitions, Inc., a
corporation duly organized and existing under the laws of the state of
California.
2. The Agreement of Merger in the form attached was duly approved by
the Sole Director of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. The corporation has only one class of shares and the total number of
outstanding shares is 1.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
WITNESS my hand on this 1st day of April , 2002
-------- -------------
-------------------------------------
Xxxxxxx X. Xxxxxxx, President
-------------------------------------
Xxxxxxx X. Xxxxxxx, Secretary
4
CERTIFICATE OF SECRETARY
of
Sequiam, Inc., a Delaware corporation
I, Xxxx X. Xxxxxxxxxxx, certify that:
1. I am the Secretary of Sequiam, Inc., a corporation duly organized
and existing under the laws of the state of Delaware.
2. The Agreement of Merger in the form attached was duly approved by
unanimous written consent of the Directors of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. The corporation has only one class of shares and the total number of
outstanding shares is 20,000,000.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
WITNESS my hand on this 1st day of April , 2002
-------- -------------
-------------------------------------
Xxxx X. Xxxxxxxxxxx, Secretary
5
