ARTICLES OF MERGER CAYENNE RECORDS, INC. INTO CAYENNE ENTERTAINMENT, INC.
ARTICLES OF MERGER
These Articles of Merger ("Articles") made and entered into this date below,
by and between Cayenne Entertainment, Inc., a Colorado corporation
(hereinafter referred to as "CEI") and Cayenne Records, Inc., an Arizona
corporation (hereinafter referred to as "CRI") are adopted pursuant to the
requirements of the Colorado Revised Statues and the Arizona Corporation
Revised Statues. All such laws permit the merger described hereinafter,
subject to the terms and conditions set forth as follows:
ARTICLE I
INCORPORATION AND SURVIVING CORPORATION
CRI was organized in accordance with the laws of the State of Arizona on
January 20, 1999 and has an authorized capitalization of 25,000,000 shares of
no par value common stock, of which 18,513,000 shares of common stock are
outstanding.
CEI was incorporated in accordance with the laws of the State of Colorado on
April 9, 1998. CEI's capitalization is 20,000,000 shares of no per value
common stock and 5,000,000 shares of non-voting preferred stock. CEI is the
surviving corporation.
ARTICLE II
BOARD APPROVAL
This Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
required Colorado and Arizona Statues.
Approved by the Board of Directors of CEI on March 31, 2001 and CRI on March
31, 2001.
ARTICLE III
STOCKHOLDER APPROVAL
The ARTICLES OF MERGER and AGREEMENT OF MERGER was adopted by the stockholders
of CEI at its Special meeting held on April 5, 2001. There were present in
person or by Proxy all shareholders representing 1,505,000 of the outstanding
shares. CEI has two classes of stock with only common shares outstanding. Each
share of common stock is entitled to one (1) vote on all matters submitted to
its stockholders. There were no shares voting against the merger and no shares
abstaining.
The ARTICLES OF MERGER and AGREEMENT OF MERGER was adopted by the stockholders
of CRI at its Special meeting held on April 2, 2001. There were present in
person or by Proxy all shareholders representing 18,513,000 of the outstanding
shares. CRI has one class of stock which is entitled to one (1) vote on all
matters submitted to its stockholders. There were no shares voting against the
merger and no shares abstaining.
The number of votes cast in favor of the merger by the stockholders of both
CEI and CRI were sufficient for approval of the merger by the stockholders of
each corporation.
ARTICLE IV
CERTIFICATE OF INCORPORATION
The Certificate of Incorporation, including all amendments thereto, of Cayenne
Entertainment, Inc., the surviving corporation, shall be its Certificate of
Incorporation.
ARTICLE V
EXCHANGE OF SHARES
CRI Stockholders shall surrender all their stock certificates representing
18,513,000 shares (100% of the outstanding stock) for 9,256,500 shares of CEI
common stock plus one warrant attached to each share of stock to purchase an
additional share of stock at a price of $0.01. CRI shares surrendered to CEI
shall be canceled and retired by CEI. Pursuant to this merger all minutes of
CRI are adopted to and become minutes of CEI.
ARTICLE VI
DISSENTING SHAREHOLDERS
The surviving CEI shall comply with the provisions of applicable law with the
appraisal of and reasonable payment for stock of CEI stockholders that
objected, if any, to this merger. Reasonable payments for dissenting CEI and
CRI stockholders and the reasonable cost of all proceedings in connection with
all matters necessary to be performed in connection therewith will be at CEI's
expense.
ARTICLE VII
PRINCIPLE OFFICE
The AGREEMENT OF MERGER executed by CEI and CRI, effective April 6, 2001 is on
file at the principle place of business of CEI and CRI located at 0000 Xxxx
Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000.
ARTICLE VIII
COPY OF THE AGREEMENT OF MERGER
A copy of the AGREEMENT OF MERGER will be furnished by CEI, the surviving
corporation, on request and without cost, to any stockholder of any
corporation which is party to this merger.
ARTICLE IX
EFFECTIVE DATE
The effective date of this merger shall be the date these ARTICLES OF MERGER
are filed with the Secretary of the States of Colorado and Arizona.
IN WITNESS WHEREOF, these ARTICLES OF MERGER, having been duly approved by a
resolution of the Boards of Directors and Stockholders of CEI and CRI, are
executed by the President and Secretary of CRI this 6th day of April, 2001.
CAYENNE RECORDS, INC.
/s/ Xxxxxx XxXxxxx, Xx. /s/ Xxx XxXxxxx
Xxxxxx XxXxxxx, Xx. as its President Xxx XxXxxxx, as its Secretary
NOTARY: I hereby attest that Xxxxxx XxXxxxx, Xx. and Xxx XxXxxxx on this day
of April 18, 2001 did in fact personally appear in my presence and sign their
names affixed above.
I /s/ Xxxxxx X. Xxxxx of Maricopa County, Arizona am duly authorized Notary.
My Commission Expires on: March 24, 2003
