CERTIFICATE OF OWNERSHIP AND MERGER
(Pursuant to the General Corporation Law of Nevada)
Certificate of Ownership and Merger dated April 13, 1987,
between Sierra Development, a Utah corporation, hereinafter
referred to as "SD", and Cookie Cup International, a Nevada corporation,
hereinafter referred to as "Cookie Cup" and/or "Surviving Corporation";
and
W I T N E S S E T H:
WHEREAS, SD is a corporation duly organized and existing under the
laws of the State of Utah; and
WHEREAS, Cookie Cup is a corporation duly organized and existing
under the laws of the State of Nevada; and
WHEREAS, the Boards of Directors of Cookie Cup and SD deem
advisable for the mutual benefit of Cookie Cup, SD and their respective
shareholders, that SD be merged into Cookie Cup, on the terms and
conditions hereinafter set forth and in accordance with the applicable
laws of the State of Utah and the State of Nevada, and have approved this
Agreement and Plan of Merger (the "Agreement").
NOW, THEREFORE, in consideration of the mutual promises, covenants
and provisions hereinafter contained, the parties hereto, agree as
follows:
l. Separate Existence: Surviving Corporation. At the effective time
of the merger, the separate existence of SD shall cease and SD shall be
merged in accordance with the applicable provisions of the Utah Business
Corporation Act and the Nevada Corporation Law, into Cookie Cup, which
shall be the Surviving Corporation.
2. Governing Law. The laws which are to govern the Surviving
Corporation, Cookie Cup, are the laws of the State of Nevada. The
Certificate of Incorporation of Cookie Cup shall be the Certificate of
Incorporation of the Surviving Corporation, Cookie Cup, until the same
shall be altered or amended ln accordance with the laws of the State of
Nevada.
3. By-Laws. The by-laws of Cookie Cup, shall be the by-laws of the
Surviving Corporation until the same shall be, altered or amended. I
4. Directors and Officers. The directors and officers of Cookie
Cup, at the time of the merger, shall be the directors and officers of
the Surviving Corporation and shall be as follows:
Xxx X. Xxxxxx, President and Director
Xxxxx X. Xxxxxxxxx, Vice President and Director
Xxxxxx X. Xxxxx, Secretary and Director
5. Status and Conversion of Shares. The manner and basis of
Converting the shares of SD into shares of the Surviving Corporation, at
the time of the merger shall be as follows:
(a) Each outstanding share of SD shall be converted into and become
one share of $0.001 par value common stock of Cookie Cup.
(b) Each outstanding privilege or right to purchase shares of SD
common Stock shall, after time of merger, represent the privilege or
right to purchase the like number of shares of Cookie Cup, common stock.
The exercise price of each of such privilege or right shall remain
unchanged by reason of merger.
(c) After the time of the merger each outstanding certificate
representing shares of SD common stock, shall automatically be deemed to
represent a like number of shares of Cookie Cup.
6. Shareholders Vote. On April 10, 1987, at a special meeting of
shareholders of SD, held pursuant to 10 (ten) days notice, at which a
quorum was present in person or by proxy, the shareholders of SD
unanimously approved the Plan of Merger set forth herein.
7. Effect of Merger. At the effective time of the merger, the
Surviving Corporation, Cookie Cup, shall retain or succeed to, without
other transfer, and shall possess and enjoy all rights, privileges,
immunities, powers, purposes and franchises and be subject to all the
restrictions, disabilities and duties of each corporation. All property,
both real and personal, tangible and intangible and all debts due to
either corporation shall be vested in the Surviving Corporation.
IN WITNESS WHEREOF, this Agreement and Plan of Merger has been
signed by each of the Corporations which are the parties hereto and by
all of the Directors of each Corporation this ___ day of_____, 1987.
SIERRA DEVELOPMENT SIERRA DEVELOPMENT
a Utah corporation a Utah corporation
/s/Xxxxxx Xxxxxx, Director /s/Xxxxxx Xxxxxx, President
/s/Xxxxxx Xxxx, Director /s/Xxxxxx Xxxx, V. Pres.
/s/A. Xxxx Xxxxxx, Director /s/A. Xxxx Xxxxxx, Secretary
COOKIE CUP INTERNATIONAL COOKIE CUP INTERNATIONAL
a Nevada Corporation a Nevada Corporation
/s/Xxx X. Xxxxxx, Director /s/Xxx X. Xxxxxx, President
/s/Xxxxxx X. Xxxxx, Director /s/Xxxxxx X. Xxxxx, V. Pres.
/s/Xxxxx X. Xxxxxxxxx, Director /s/Xxxxx X. Xxxxxxxxx,Secretary
STATE OF UTAH )
)ss.
COUNTY OF SALT LAKE)
On the 29th day of June, 1987, personally appeared before
me, a Notary Public, Xxxxxx Xxxxxx, Xxxxxx Xxxx and A. Xxxx
Xxxxxx, officers and directors of Sierra Development, a Utah,
Corporation, and Xxx X. Xxxxxx, Xxxxxx X. Xxxxx, and Xxxxx X.
Xxxxxxxxx, officers and directors of Cookie Cup International,
a Nevada corporation, who duly acknowledged to me that they
executed this agreement pursuant to a resolution of the Board of
Directors of said corporations and shareholders approval
thereof.
/s/Xxxx Xxxxxxx
Notary Public
My Commission Expires
June 15, 0000 Xxxxxxxx xx Xxxx Xxxx Xxxx, Xxxx
