<PAGE>
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
DATED APRIL 3, 2000
between
BUILD-A-BEAR WORKSHOP, L.L.C.
and
BUILD-A-BEAR WORKSHOP, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S>
<C>
<C>
ARTICLE I - THE
MERGER............................................................................................1
SECTION 1.01. THE
MERGER......................................................................................1
SECTION 1.02. EFFECTIVE
TIME..................................................................................1
SECTION 1.03. CERTAIN EFFECTS OF THE
MERGER...................................................................1
SECTION 1.04. CERTIFICATE OF INCORPORATION AND
BY-LAWS........................................................2
SECTION 1.05. DIRECTORS AND OFFICERS OF THE
SURVIVING
ENTITY..................................................2
ARTICLE II - EFFECT OF MERGER ON CAPITAL
STOCK OF THE CONSTITUENT
ENTITIES........................................2
SECTION 2.01. CONVERSION OF MEMBER INTERESTS OF
THE LLC.......................................................2
ARTICLE III -
MISCELLANEOUS.......................................................................................3
SECTION 3.01.
AMENDMENT.......................................................................................3
SECTION 3.02.
VALIDITY...........................................................................................3
SECTION 3.03.
NOTICES.........................................................................................3
SECTION 3.04. GOVERNING
LAW...................................................................................3
SECTION 3.05. DESCRIPTIVE
HEADINGS............................................................................3
SECTION 3.06.
COUNTERPARTS....................................................................................3
SECTION 3.07. PARTIES IN
INTEREST.............................................................................3
</TABLE>
<PAGE>
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated April 3,
2000,
between BUILD-A-BEAR WORKSHOP, L.L.C., a
Missouri limited liability company
("LLC"), and BUILD-A-BEAR WORKSHOP, INC., a
Delaware corporation
("Corporation").
WHEREAS, the LLC intends to convert to the form of a corporation
for
purposes of conducting its business;
WHEREAS, the Members and the Manager of the LLC and the Board
of
Directors of the Corporation deem it
advisable and in the best interests of the
LLC and the Corporation respectively that
the LLC merge with and into the
Corporation (the "Merger"), in accordance
with the General Corporation Law of
the State of Delaware ("DGCL") and the
Limited Liability Company Act of the
State of Missouri (the "LLC Act"), upon the
terms and subject to the conditions
of this Agreement, and have approved and
adopted this Agreement; and
WHEREAS, for accounting purposes this Merger shall be effective as
of
April 2, 2000 at 12:01 a.m.
NOW, THEREFORE, in consideration of the premises and of the
mutual
covenants and agreements herein contained,
the parties hereby agree, subject to
the terms and conditions hereinafter set
forth, as follows:
ARTICLE I
THE MERGER
SECTION 1.01. THE MERGER. Upon the terms and conditions hereof, and
in
accordance with the DGCL and the LLC Act,
the LLC shall be merged with and into
the Corporation and the Corporation shall
be the surviving entity in the Merger
(in this capacity, the "Surviving
Entity").
SECTION 1.02. EFFECTIVE TIME. As soon as practicable after approval
of
the Merger, a Certificate of Merger with
respect to the Merger shall be filed
with (i) the Secretary of State of Delaware
in accordance with the provisions of
Sections 251(c) and 264(c) of the DGCL and
(ii) the Secretary of the State of
Missouri in accordance with Sections
347.715 of the LLC Act. The Merger shall be
effective at such time as the Certificate
of Merger is duly filed with the
Secretary of State of the State of Delaware
in accordance with Section 103 of
the DGCL and the Secretary of State of the
State of Missouri in accordance with
Section 347.725 of the LLC Act or at such
later time as is specified in the
Certificate of Merger (the "Effective
Time").
SECTION 1.03. CERTAIN EFFECTS OF THE MERGER. After the Effective
Time
of the Merger (i) the separate existence of
the LLC shall cease and the LLC
shall be merged with and into the
Corporation and (ii) the Merger shall have all
the effects set forth in Sections 259, 260
and 261 of the DGCL and Section
347.730 of the LLC Act.
<PAGE>
SECTION
1.04. CERTIFICATE OF INCORPORATION AND BY-LAWS. The Certificate
of
Incorporation and By-Laws of the
Corporation as in effect immediately prior to
the Effective Time shall be the Certificate
of Incorporation and By-Laws of the
Surviving Entity until further amended or
supplemented in accordance with their
respective terms and the provisions of the
DGCL.
SECTION
1.05. DIRECTORS AND OFFICERS OF THE SURVIVING ENTITY. The
directors and officers of the Corporation
immediately prior to the Effective
Time shall be the directors and officers of
the Surviving Entity, until their
respective successors shall have been duly
elected and qual
