A464236 AGREEMENT OF MERGER This Agreement of Merger, dated as of July 10, 1995 (this “Merger Agreement”), is made and entered into by and among Whole Foods Market California, Inc., a California corporation (the “Company”), Cana Foods, Inc., a California corporation (“Cana”); Bread of Life Campbell, Inc., a California corporation (“Campbell”); and Bread of Life Cupertino, Inc., a California corporation (“Cupertino”). ARTICLE I The Constituent Corporations 1.01 (a) The Company was incorporated under the laws of the State of California on February 3, 1988. (b) The Company is authorized to issue an aggregate of 10,000,000 shares of common stock, of which 1,000 shares are issued and outstanding as of the date hereof, and 10,000,000 shares of preferred stock, none of which are issued and outstanding. All of the Company’s outstanding shares of common stock are owned by Whole Foods Market, Inc. (the “Parent Corporation”). 1.02 (a) Cana was incorporated under the laws of the State of California on June 2, 1988. (b) Cana is authorized to issue an aggregate of 100,000 shares of common stock, of which 100,000 shares are issued and outstanding as of the date hereof. All of Cana’s outstanding shares of common stock are owned by the Parent Corporation. 1.03 (a) Cupertino was incorporated under the laws of the State of California on February 13, 1991. (b) Cupertino is authorized to issue an aggregate of 1,000,000 shares of common stock, of which 50,000 shares are issued and outstanding as of the date hereof. All of Cupertino’s outstanding shares of common stock are owned by Cana. 1.04 (a) Campbell was incorporated under the laws of the State of California on April 30, 1982. (b) Campbell is authorized to issue an aggregate of 500,000 shares of common stock, of which 94,460 shares are issued and outstanding as of the date hereof. All of Campbell’s outstanding shares of common stock are owned by Cana. ENDORSED FILED In the office of the Secretary of State of the State of California JUL 31 1995 [ILLEGIBLE] BILL JONES, Secretary of State
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