A0517511 ENDORSED
FILED
In the office of the
Secretary of State
of the State of California
NOV 25 1998
Xxxx Xxxxx, Secretary of State
AGREEMENT OF MERGER
This Agreement of Merger is made as of November 12, 1998, Oxir
Investments, Inc., a California corporation (the "Disappearing
Corporation") and Oxenuk, Inc.,a California corporation (the
"Surviving Corporation"). (The corporations together are sometimes
referred to below as the "Constituent Corporations.")
The Constituent Corporations agree as follows:
1. Disappearing Corporation. The Disappearing Corporation is
duly organized, existing and in good standing under the laws of the
State of California. It has 100,000 shares of authorized capital
stock; 100,000 shares are issued and outstanding.
2. Surviving Corporation. The Surviving Corporation is duly
organized, existing and in good standing under the laws of the
State of California. It has 25,000,000 shares of authorized
capital stock; 4,500,000 shares are issued and outstanding.
3. Approval and Adoption by Boards of Directors of the
Constituent
Corporations. The Boards of Directors of the Constituent
Corporation deem it best interests of the corporations and their
shareholders that Disappearing Corporation be merged with Surviving
Corporation in accordance with California Corporations Code Section
1100 et seq. The Boards hereby adopt on behalf of their
corporations the plan of reorganization set forth in this Agreement
of Merger.
4. Merger. Disappearing Corporation shall be merged with
Surviving
Corporation, which shall survive the merger. Disappearing
Corporation's separate existence shall cease on effective date of
the merger. Without any other transfer or documentation, on the
effective date of the merger Successor Corporation shall (i)
succeed to all of Disappearing Corporation's rights and property;
and (ii) be subject to all Disappearing Corporation's liabilities
and obligations.
Notwithstanding the above, after the effective date the
Surviving Corporation's proper officers and directors may perform
any acts necessary or desirable to vest or confirm Surviving
Corporation's possession of and title to any property or rights of
Disappearing Corporation, or otherwise carry out this Agreement's
purposes. This includes execution and delivery of deeds,
assurances, assignments or other instruments.
5. Conversion of shares. By virtue of the merger and without
any action by any shareholder, upon the effective date each share
of capital stock of Disappearing Corporation outstanding
immediately prior to the effective date shall be converted into one
(1) fully paid and non-assessable shares of Surviving Corporation's
common stock. No fractional shares of Surviving Corporation shall
be issued.
The shares of Surviving Corporation outstanding immediately
prior to the merger shall not be changed by reason of the merger.
6. Stock Certificates. On or after the effective date, all of
Disappearing Corporation's outstanding stock certificates shall be
deemed to represent ownership of Surviving Corporation' shares,
into which Disappearing Corporation's shares have been converted
(as provided above). The holders of such certificates must
surrender them to the Surviving Corporation in whatever manner it
may legally require. On receipt thereof, Surviving Corporation
shall issue and exchange certificates for shares of its common
stock representing the number of shares to which the holder is
entitled (where applicable: together with payment for any
fractional shares) as provided above.
Pending the surrender and exchange of certificates, the registered
owner on Disappearing Corporation's books of any outstanding stock
certificate shall be entitled to exercise all voting and other
rights, and receive any dividends payable, with respect to the
shares of Surviving Corporation represented by the certificates (as
provided above).
7. Changes in Articles of Incorporation. The Surviving
Corporation's Articles of Incorporation are amended as follows:
(a) Article 1. of the Articles of Incorporation of this
Corporation is amended to read as follows:
Article 1. The name of the corporation is OXIR INVESTMENTS,
INC.
(b). Article Sixth of the Article of Incorporation of this
Corporation is hereby amended to read as follows:
Article Sixth. The Corporation is authorized to issue one (1)
class of shares to be designated as Common Stock ("Common Stock").
The total number of shares of Common Stock this Corporation shall
have the authority to issue is Fifty Million (50,000,000) shares,
no par value.
On the amendment of this Article to read as herein above set
forth, each outstanding share of Common Stock, no par value, is
converted into and reconstituted as three (3) shares of Common
Stock, no par value, effectuating a 3 for 1 forward split of the
outstanding shares of Common Stock of the Corporation.
8. Changes in Bylaws. Surviving Corporation's Bylaws as amended
and in effect on the effective date shall continue to be its Bylaws
without a change as a result of the merger.
9. Officers and Directors. As of the effective date, Surviving
Corporation's officers and directors shall be as follows:
New Directors: New Officers:
Xxxxxxx X. Xxxxxx President and CEO..........Xxxxxxx X.
Oxenuk
Xxxxxx X. Xxxxxxxxx Vice President.............Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx Secretary..................Xxxxxx X.
Xxxxxxxxx
Xxxx Xxxxxxxxx Treasurer..................Xxxxxx X.
Xxxxxxxxx
Chief Financial Officer....Xxxxxxx Xxxxxxx
10. Effective Date. Provided this Agreement is not abandoned, the
effective date of merger (the "Effective Date") shall be at the
close of business on the date when this Agreement of Merger with
officers' certificates attached is duly filed in the office of the
California Secretary of State in accordance with California
Corporation's Code Section 1103.
11. Abandonment of Merger. Any time prior to the effective
date, this merger may be abandoned without further obligation or
liability by action of the board of directors of either of the
Constituent Corporations, notwithstanding approval of the merger by
their shareholders.
12. Counterparts. This Agreement of Merger may be executed in
any number of counterparts, each of which shall constitute an
original instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
by their respective duly authorized officers, as of the date first
written above.
OXENUK, INC.
A California Corporation
By: Xxxxxxx Xxxxxx
Its: President
By: Xxxxxxx Xxxxxx
Its: Secretary
OXIR INVESTMENTS, INC.
A California Corporation
By: Xxxxxxx X. Xxxxxx
SEAL OF OXIR INVESTMENTS INC. Its: President
By: Xxxxxx X. Xxxxxxxxx
Its: Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
OXENUK, INC.
Xxxxxxx Xxxxxx and Xxxxxxx X. Xxxxxx certify that:
1. They are the President and the Secretary, respectively, of
Oxenuk, Inc. a California Corporation.
2. The Agreement of Merger to which this certificate is
attached was duly approved by the Board of Directors and the
shareholders of the Corporation.
3. The shareholder approval was by the holders 97.0% of the
outstanding shares of the corporation.
4. The corporation has one (1) class of shares, common stock
("Common Stock"). The total number of shares of Common Stock
outstanding is 4,500,000.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Dated: November 12,1998
Xxxxxxx Xxxxxx, President
Xxxxxxx X. Xxxxxx, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
OXIR INVESTMENTS, INC..
Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx, hereby certify that:
1. They are the President and the Secretary, respectively, of
Oxir Investments, Inc., a California Corporation.
2. The Agreement of Merger to which this certificate is
attached was duly approved by the Board of Directors and the
shareholders of the Corporation.
3. The shareholder approval was by the holders 100.0% of the
outstanding shares of the corporation.
4. The corporation has one (1) class of shares, common stock
("Common Stock"). The total number of shares of Common Stock
outstanding is 100,000.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Dated: November 12,1998
Xxxxxxx X. Xxxxxx, President
Xxxxxx X. Xxxxxxxxx, Secretary
SEAL OF THE OFFICE OF
THE SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
