EXHIBIT 3(i).2
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:00 PM 05/07/2003
Filed 12:006 PM 05/07/2003
SRV 030297642 - 3648702 FILE
STATE OF DELAWARE AGREEMENT OF MERGER
AGREEMENT OF MERGER BETWEEN
W3 GROUP, INC.,
A DELAWARE DOMESTIC CORPORATION
AND
W3 GROUP, INC.,
A COLORADO CORPORATION
This Plan and Agreement of Merger made and entered into on the 30th day
of April, 2003, by and between W3 Group, Inc., a Delaware Corporation, and W3
Group, Inc. a Colorado Corporation.
Witnesseth:
:
WHEREAS, the Delaware Corporation is a Corporation organized and
existing under the laws of the State of Delaware, its Certificate of
Incorporation having been filed in the Office of the Secretary of State of
Delaware on April 21, 2003; and
WHEREAS, W3 Group, Inc. is a corporation organized and existing under
the laws of the State of Colorado; and
WHEREAS, the aggregate number of shares which the Colorado Corporation
has authority to issue is 600,000,000; and
WHEREAS, the Board of Directors of each f the constituent corporations
deems it advisable that the Colorado Corporation be merged into W3 Group, Inc.
on the terms and conditions hereinafter set forth, in accordance with the
applicable provisions of the statutes of the States of Delaware and Colorado
respectively, which permit such merger,
NOW, THEREFORE;, in consideration of the promises and of the
agreements, covenants and provisions hereinafter contained, the Delaware
Corporation and the Colorado Corporation, by their respective Boards of
Directors, have agreed and do hereby agree, each with the other as follows:
ARTICLE I
The Colorado Corporation and the Delaware Corporation shall be merged
into a single corporation, in accordance with applicable provisions of the laws
of the State of Colorado and tbe State of Delaware, by the Colorado Corporation
merging into the Delaware Corporation, which shall be the surviving corporation.
ARTICLE II
Upon the merger becoming effective as provided in the applicable laws
of the State of Colorado and of the State of Delaware (the time when the merger
shall so become effective being sometimes herein referred to as the "EFFECTIVE
DATE OF THE MERGER");
The two Constituent Corporations shall be a single corporation, which
shall be W3 Group, Inc, as the Surviving Corporation, and the separate
existence of W3 Group, Inc. shall cease except to the extent provided
by the laws of the State of Colorado in the case of a corporation after
its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of W3 Group, Inc. shall not be amended
in any respect by reason of this Agreement of Merger.
ARTICLE IV
The manner of converting the outstanding shares of each of the
Constituent Corporations shall be as follows:
Each issued and outstanding share of Common Stock of the Colorado
Corporation will be exchanged. for one share of Common Stock of the
Delaware Corporation; and each issued and outstanding share of Series B
Convertible Preferred Stock of the Colorado Corporation will be
exchanged for one share of Series B Convertible Preferred Stock of the
Delaware Corporation.
ARTICLE V
The surviving corporation agrees that it may be served with process in
the State of Delaware in any proceeding for enforcement of any obligation of any
constituent corporation of Delaware, as well as for enforcement of any
obligation of the surviving corporation arising from this merger, including any
suit or other proceeding to enforce the rights of any stockholder as determined
in appraisal proceedings pursuant to the provisions of Section 262 of the
Delaware General Corporation laws, and irrevocably appoints the Secretary of
State of Delaware as its agent to accept service of process in any such suit or
proceeding. The Secretary of' State shall mail any such process to the surviving
corporation at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000.
IN WITNESS WHEREOF, the Colorado Corporation and the Delaware
Corporation, pursuant to the approval and authority duly given by resolutions
adopted by their respective Boards of directors have caused this Plan and
Agreement of Merger to be executed by an authorized officer of each party
thereto.
W3 Group, Inc, a Delaware Corporation W3 Group, Inc., a Colorado Corporation
By: /S/ XXXXXX X. XXXXXXXXX By: /S/ XXXXXX XXXXXX
--------------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxxx, President Xxxxxx Xxxxxx, President
