CERTIFICATE OF MERGER
OF
WORLDWIDE WIRELESS NETWORKS, INC.
a Nevada corporation
and
TARRAB CAPITAL GROUP
a Nevada corporation
The undersigned corporations, WORLDWIDE WIRELESS NETWORKS, INC., a
Nevada corporation ("WWN"), and TARRAB CAPITAL GROUP, a Nevada corporation
("TCG"), do hereby certify:
1. WWN is a corporation duly organized and validly existing under the
laws of the State of Nevada. Articles of Incorporation were originally filed
on June 10, 1992.
2. TCG is a corporation duly organized and validly existing
under the laws of the State of Nevada. Articles of Incorporation were
originally filed on November 22, 1999.
3. WWN and TCG are parties to a Merger Agreement, as amended, pursuant
to which TCG will be merged with and into WWN. Upon completion of the merger
WWN will be the surviving corporation in the merger and TCG will be
dissolved. Pursuant to the Merger Agreement the stockholders of TCG will
receive stock in WWN.
4. The Articles of Incorporation and Bylaws of WWN as existing prior
to the effective date of the merger shall continue in full force as the
Articles of Incorporation and Bylaws of the surviving corporation.
5. The complete executed Agreement and Plan of Merger dated as of
February 10, 2000, which sets forth the plan of merger providing for the
merger of TCG with and into WWN is on file at the corporate offices of WWN.
6. A copy of the Merger Agreement will be furnished by WWN on request
and without cost to any stockholder of any corporation which is a party to
the merger.
7. The plan of merger as set forth in the Agreement and Plan of
Merger, has been approved by a majority of the Board of Directors of TCG at a
meeting held February 10, 2000.
8. TCG has 5,000,000 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders of TCG
held February 10, 2000 all 5,000,000 shares voted in favor of the merger.
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9. The plan of merger as set forth in the Agreement and Plan of
Merger, was approved by a majority of the Board of Directors of WWN at a
meeting held February 10, 2000.
10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of WWN is not required pursuant to NRS 92A.130(1).
11. The manner in which the exchange of issued shares of WWN shall be
affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Certificate of
Merger this 10th day of February, 2000.
WORLDWIDE WIRELESS TARRAB CAPITAL GROUP
NETWORKS, INC. a Nevada Corporation
a Nevada corporation
By /s/ Dennis Shen By /s/ Andreas Commins
----------- ---------------
DENNIS SHEN, President ANDREAS COMMINS, President
By /s/ Susan Shen By /s/ Andreas Commins
---------- ---------------
SUSAN SHEN, Secretary ANDREAS COMMINS, Secretary
STATE OF UTAH )
) SS:
COUNTY OF Salt Lake )
On 2-10-00 before me, a Notary Public, personally appeared DENNIS
SHEN who is the President of WORLDWIDE WIRELESS NETWORKS, INC., and who is
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacities
and that, by his signatures on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ John Clayton
------------
John Clayton
Notary Public
STATE OF UTAH )
) SS:
COUNTY OF Salt Lake )
On 2-10-00 before me, a Notary Public, personally appeared SUSAN
SHEN who is the Secretary of WORLDWIDE WIRELESS NETWORKS, INC., and who is
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her authorized
capacities and that, by her signatures on the instrument, the person or the
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ John Clayton
------------
John Clayton
Notary Public
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On 2-10-00 before me, a Notary Public, personally appeared ANDREAS
COMMINS who is the President and Secretary of TARRAB CAPITAL GROUP and who is
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacities
and that, by his signatures on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
-------------
Debra Amigone
Notary Public
