ARTICLES OF MERGER
THIS IS TO CERTIFY:
1. PARTIES. Pursuant to the terms of that certain definitive
Agreement and Plan of Reorganization dated March 15, 1999 (the
"Agreement"), Consolidated Business Supply Corporation ("CBSC"), a
corporation formed pursuant to the laws of the State of Colorado,
has merged with Global Business Information Directory, Inc., a
corporation formed pursuant to the laws of the State of Delaware,
effective March 22, 1999 (the "Effective Date").
2. APPROVAL. The terms of the Agreement were approved by the
affirmative vote of the Boards of Directors and Shareholders of both
CBSC and GBID, on March 9, 1999, pursuant to unanimous consents or
meetings of the same held pursuant to proper notice (or waiver
thereof).
3. SHARE EXCHANGE. The Agreement provides that all of the
shareholders of GBID, representing 4,825,000 issued and outstanding
common shares, shall exchange their respective shares for an
aggregate of 5,259,250 of CBSC common stock, to be distributed to
each GBID shareholder pro rata to their respective ownership in GBID
at the Effective Date. Immediately prior to the Effective Date,
there were 3,120,000 common shares of CBSC issued and outstanding.
4. SERVICE. For purposes herein, all notices and service of
process may be effectuated by tendering the same to M. Xxxxxxx
Xxxxxx, Esq., 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX
00000, legal counsel to CBSC.
5. SURVIVING ENTITY. Pursuant to the terms of the Agreement,
CBSC shall be the surviving entity and, upon the Effective Date and
upon filing of these Articles of Merger with the Colorado Secretary
of State and issuance of an applicable Certificate of Merger by the
Secretary of State of Colorado, GBID shall cease to exist as a bona
fide Delaware corporation.
6. NAME CHANGE. Pursuant to the affirmative vote of the
shareholders of CBSC, the CBSC Articles of Incorporation shall be
amended to reflect a change in CBSC's name to "Global Business
Information Directory, Inc."
7. COUNTERPARTS. This Articles of Xxxxxx may be executed in
counterparts, each of which shall be deemed to be an original
document, but together shall be deemed to constitute only one
agreement.
Executed as of this 15th day of March, 1999
CONSOLIDATED BUILDERS GLOBAL BUSINESS
SUPPLY CORPORATION INFORMATION DIRECTORY
/s/Xxxxxxx X. Xxxxxxxx /s/Xxxxx Xxxxxxxxxx
By: Xxxxxxx X. Xxxxxxxx, President By: Xxxxx Xxxxxxxxxx, President
