ARTICLES AND CERTIFICATE OF MERGER
THESE ARTICLES AND CERTIFICATE OF MERGER are entered into this ___ day
of February, 2000, by and between Xxxxxxxxx.xxx, Inc., a Colorado corporation
("Sonic- Colorado") and Xxxxxxxxx.xxx, Inc., a Nevada corporation
("Sonic-Nevada"). Sonic-Colorado and Sonic-Nevada are referred to herein
collectively as the "Constituent Corporations".
FIRST: The Agreement and Plan of Merger ("Plan of Merger") entered into
between the Constituent Corporations has been approved, adopted, certified,
executed and acknowledged by each of the Constituent Corporations in accordance
with 0-000-000 of Colorado Revised Statutes.
SECOND: Sonic-Nevada shall be the surviving corporation. The Articles
of Incorporation and Bylaws of Sonic-Nevada shall be the Articles of
Incorporation and Bylaws of the surviving corporation.
THIRD: On October 12, 1999, 23,246,835 shares of Common Stock of
Sonic-Colorado were entitled to vote on the Plan of Merger, and 15,522,889
shares approved the Plan of Merger on that date. The number of votes cast was
sufficient for approval. The approval of owners of Sonic-Nevada was not
required.
FOURTH: The complete executed Plan of Merger is on file at the
registered office of Sonic-Nevada, located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
000, Xxxx xx Xxxxxx Xxxx, Xxxxx of Nevada, 89701. A copy of the Plan of Merger
will be furnished by Sonic-Nevada, on request and without cost, to any
shareholder of the Constituent Corporations.
FIFTH: Sonic-Nevada, as the surviving corporation, agrees that it may
be served with process in the State of Colorado in any proceeding for
enforcement of any obligation of the surviving corporation arising from the
merger and irrevocably appoints the Secretary of State as its agent to accept
service of process in any suit or other proceedings. Any copy of such process
should be mailed to 0000 00xx Xxxxxx, Xxxxx Xxxxxx, XX 00000.
IN WITNESS WHEREOF, the Constituent Corporations have caused these
Articles and Certificate of Merger to be signed as of the ______ day of
February, 2000.
SONIC-COLORADO:
ATTEST: XXXXXXXXX.XXX, INC.,
a Colorado corporation
/S/ Xxxx Xxxxxx By: /S/ Xxxxx Xxxxx
---------------------- -----------------------
Xxxx Xxxxxx, Secretary Xxxxx Xxxxx, President
SONIC-NEVADA:
ATTEST: XXXXXXXXX.XXX, INC.
a Nevada corporation
/S/ Xxxx Xxxxxx By: /S/ Xxxxx Xxxxx
---------------------- -----------------------
Xxxx Xxxxxx, Secretary Xxxxx Xxxxx, President
CORPORATE ACKNOWLEDGEMENT
XXXXXXXXX.XXX, INC.
A COLORADO CORPORATION
STATE OF CALIFORNIA )
) ss.
CITY OF SANTA XXXXXX )
On this ______ day of February, 2000, before me , the undersigned
officer, personally appeared Xxxxx Xxxxx, known personally to me to be person
who executed the foregoing document as the President of Xxxxxxxxx.xxx, Inc., a
Colorado corporation, and that he, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
My commission expires:
-------------------------------
S E A L Notary Public
CORPORATE ACKNOWLEDGEMENT
XXXXXXXXX.XXX, INC.
A NEVADA CORPORATION
STATE OF CALIFORNIA )
) ss.
CITY OF SANTA XXXXXX )
On this ________ day of February, 2000, before me , the undersigned
officer, personally appeared Xxxxx Xxxxx, known personally to me to be person
who executed the foregoing document as the President of Xxxxxxxxx.xxx, Inc., a
Nevada corporation, and that he, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
My commission expires:
-------------------------------
S E A L Notary Public
AGREEMENT AND PLAN OF MERGER
XXXXXXXXX.XXX INC.,
a Nevada corporation
and
XXXXXXXXX.XXX INC.,
a Colorado corporation
1. AGREEMENT AND PLAN OF MERGER. Xxxxxxxxx.xxx Inc., a Nevada
corporation located at 0000 00xx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000
("Sonic-Nevada"), was created for the sole purpose of effecting a merger of
Xxxxxxxxx.xxx Inc., a Colorado corporation located at 0000 00xx Xxxxxx, Xxxxx
Xxxxxx, Xxxxxxxxxx 00000 ("Sonic-Colorado"), with and into Sonic-Nevada.
As a result of the merger of Sonic-Colorado with and into Sonic-Nevada,
Sonic- Colorado shall cease to exist. Sonic-Nevada shall be the surviving
corporation ("Surviving Corporation") in the merger. The Articles of
Incorporation, Bylaws, Directors and Officers of Sonic-Nevada shall be the
Articles of Incorporation, Bylaws, Directors and Officers of the Surviving
Corporation.
Each share of Sonic-Colorado $0.0001 par value common stock (the
"Sonic-Colorado Common Stock") issued and outstanding on the Effective Date
shall be converted or exchanged by the Surviving Corporation into one share of
Sonic-Nevada $0.0001 par value common stock (the "Sonic-Nevada Common Stock").
No shares of Sonic-Nevada Common Stock were issued prior to the merger. >From
and after the Effective Date, each certificate which previously represented
shares of Sonic-Colorado Common Stock will be deemed for all corporate purposes
to evidence ownership of an equal number of full shares of Sonic- Nevada Common
Stock. Certificates representing Sonic-Colorado Common Stock will be replaced
after the Effective Date only when submitted to the transfer agent with a
request that they be so replaced or when they are presented for transfer.
2. CONSENT TO SERVICE OF PROCESS. The Board of Directors of
Sonic-Nevada has unanimously consented to be served with process in the State of
Colorado in any proceeding for enforcement of any obligation of Sonic-Nevada,
including any suit or other proceeding to enforce the right of any stockholders
of the former Sonic-Colorado as determined in appraisal proceedings pursuant to
Section 0-000-000 of the Colorado Law, and the Colorado Secretary of State is
irrevocably appointed as its agent to accept service of process in any such suit
or other proceedings. The Colorado Secretary of State shall mail a copy of any
such process to Sonic-Nevada at 0000 00xx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
00000.
3. EFFECTIVE DATE. This Agreement and Plan of Merger shall become
effective immediately upon filing the Articles and Certificate of Merger in the
State of Nevada and State of Colorado ("Effective Date").
This Agreement and Plan of Merger hereby is adopted, approved,
certified, executed and acknowledged by Sonic-Nevada and Sonic-Colorado as of
the ________day of February, 2000.
SONIC-COLORADO:
ATTEST: XXXXXXXXX.XXX, INC.,
a Colorado corporation
/S/ Xxxx Xxxxxx By: /S/ Xxxxx Xxxxx
------------------------- -----------------------
Xxxx Xxxxxx, Secretary Xxxxx Xxxxx, President
SONIC-NEVADA
ATTEST: XXXXXXXXX.XXX, INC.,
a Colorado corporation
/S/ Xxxx Xxxxxx By: /S/ Xxxxx Xxxxx
------------------------ -----------------------
Xxxx Xxxxxx, Secretary Xxxxx Xxxxx, President
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