EX-2.1 2 a2033937zex-2_1.txt EXHIBIT 2.1 EXHIBIT 2.1 ARTICLES OF MERGER Merging HTTP TECHNOLOGY, INC., A Utah Corporation With and Into HTTP TECHNOLOGY, INC., A Delaware Corporation Pursuant to Section 16-10a-1101 of the Revised Business Corporation Act of the State of Utah HTTP Technology, Inc., a Delaware corporation ("HTTP Delaware"), as the surviving corporation, does hereby certify to the following facts relating to the merger of HTTP Technology, Inc., a Utah corporation ("HTTP Utah") with and into HTTP Delaware (the "Merger"). 1. Attached hereto as Exhibit A is the Agreement and Plan of Merger, dated November 17, 2000, by and between HTTP Delaware and HTTP Utah. 2. The Merger was approved by the written consent of the holders of 16,820,000 shares of HTTP Utah's Common Stock, par value $.001 per share, which number of shares constituted a majority of the 23,106,573 shares of HTTP Utah outstanding on the date thereof. 3. The Merger was approved by the written consent of the sole shareholder of HTTP Delaware's Common Stock, par value $.001 per share. IN WITNESS WHEREOF, HTTP Technology, Inc. has caused this Certificate of Merger to be executed in its corporate name this 19th day of December, 2000. HTTP TECHNOLOGY, INC., A Delaware Corporation By: /s/ STEFAN ALLESCH-TAYLOR ----------------------------- Name: Stefan Allesch-Taylor Title: President and CEO