ARTICLES AND AGREEMENT OF MERGER
OF
XXXXXXXXXXX.XXX, INC.
(A NEVADA CORPORATION)
INTO
DERMARX CORPORATION
(A DELAWARE CORPORATION)
The undersigned officers of XxXxxxxxXxx.xxx, Inc., a Nevada corporation as
the disappearing corporation, and of DermaRx Corporation, a Delaware corporation
as the surviving corporation, pursuant to a Plan and Agreement of Merger submit
these Articles and Agreement of Merger pursuant to the provisions of the Nevada
Revised Statutes 92A.
Article I - Constituent Corporations
----------------------------------------
The name and place of organization and governing law of each constituent
corporation is:
A. XxXxxxxxXxx.xxx, Inc., a Nevada corporation
B. DermaRx Corporation, a Delaware corporation
The Address for Service of Process is 0000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx
0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention Xxxxx X. Xxxxxx.
Article II - Adoption of the Plan and Agreement of Merger
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The respective Boards of Directors of the Surviving Corporation and the
Disappearing corporation have adopted a Plan and Agreement of Merger.
Article III - Approval of the Plan and Agreement of Merger by the Owners
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The Plan and Agreement of Merger was approved by the written consent of the
owners of each class of interests of the Surviving Corporation and the
Disappearing Corporation.
Article IV - Amendments to the Articles of Incorporation of the Surviving
--------------------------------------------------------------------------------
Corporation
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The Articles of Incorporation of the Surviving Corporation shall be amended
by these Articles of Merger as follows:
Article FIRST shall be amended to read as follows:
"The name of the Corporation shall be XxXxxxxxXxx.xxx, Inc."
Article FOURTH shall be amended to read as follows:
"This Corporation is authorized to issue two classes of shares of stock to
be designated as "Common Stock" and "Preferred Stock". The total number of
shares of Common Stock which this Corporation is authorized to issue is One
Hundred Million (100,000,000) shares, par value $0.001. The total number of
shares of Preferred Stock which this Corporation is authorized to issue is Ten
Million (10,000,000) shares, par value $0.001. The shares of Common Stock
issued and outstanding as at the date of these Articles of Merger shall be
subject to a one for five reverse stock split.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such shares (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Delaware. The Board of Directors
is also expressly authorized to increase or decrease (but not below the number
of shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series."
Article V - Plan and Agreement of Merger
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A. The complete executed Plan and Agreement of Merger is on file at the
Surviving Corporation's registered office or other place of business.
B. A copy of the Plan and Agreement of Merger shall be furnished, on
request and without cost, to any owner of a corporation which is party to the
merger.
Article VI - Effective Date of Merger
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The merger of the Disappearing Corporation with and into the Surviving
Corporation shall take effect on April 5, 2000, which date is not more than 90
days after the filing of these Articles and Agreement of Merger.
Dated this 4th day of April, 2000.
"DISAPPEARING CORPORATION" "SURVIVING CORPORATION"
XxXxxxxxXxx.xxx, Inc. DermaRx Corporation
0000 Xxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000
Xxxxxxxxxxx, XX 00000
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxxx Xxxxxxx
By: Xxxxx X. Xxxxxx By: Xxxxxxxx Xxxxxxx
Its: President Its: President
Attested to this 4th day of April, 2000.
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Secretary
XxXxxxxxXxx.xxx, Inc., a Nevada corporation
Attested to this 4th day of April, 2000.
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Secretary
DermaRx Corporation, a Delaware corporation
