ARTICLES OF MERGER
These Articles of Merger entered into this 21st day of November, 2000 by and
between Xxxxxxxx Laboratories, Ltd. (the "Surviving Company") and Xxxxxxxx
Laboratories, Inc. (the "Merging Company"), WITNESSETH as follows:
1. The parties hereto do hereby adopt the Agreement and Plan of Merger a copy
of which is annexed hereto to the intend that the merger shall be
effective on the 22nd day of November, 2000 (the "effective date").
2. The Memorandum and Articles of Association of the Surviving Company were
registered with the Registrar of Companies in the British Virgin Islands
on the 22nd day of September 2000.
3. The Articles of Incorporation of the Merging Company were filed in the
office of the Lieutenant Governor of the State of Utah on the 22nd day of
April 1983.
4. The Merger was approved for both the Surviving Company and the Merging
Company by Resolutions of directors respectively dated the 21st day of
November, 2000.
5. The Surviving Company has complied with all the provisions of the laws of
the British Virgin Islands and the Merging Company has complied with all
the provisions of the laws of Utah, USA to enable them to merge upon the
effective date.
6. The Merger was approved for both the Surviving Company and the Merging
Company by Resolutions of members respectively dated the 22nd day of
November 2000.
7. The name of the Surviving Company upon the consummation and effectiveness
of this Merger shall be Xxxxxxxx Laboratories, Ltd.
IN WITNESS WHEREOF the parties hereto have caused these Articles of Merger to
be executed on this 21st day of November, 2000.
SIGNED and DELIVERED for and ) /s/ Xxxxxxx X. Xxxxxx, Xx.
on behalf of ) --------------------------
Xxxxxxxx Laboratories, Ltd. ) Xxxxxxx X. Xxxxxx, Xx.
by Xxxxxxx X. Xxxxxx, Xx. ) Director
a duly authorised officer )
before me: )
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx, #0000
Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxxxx
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NOTARY PUBLIC
SIGNED and DELIVERED for and ) /s/ W. Xxxxx Xxxxxxxx
on behalf of ) --------------------------
Xxxxxxxx Laboratories, Inc. ) W. Xxxxx Xxxxxxxx
by W. Xxxxx Xxxxxxxx ) Director
a duly authorised officer )
before me: )
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx, #0000
Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
NOTARY PUBLIC
