Attached files
| file | filename |
|---|---|
| EX-99.2 - A1 VAPORS UNAUDITED FINANCIAL STATEMENTS - A1 Group, Inc. | freebutton_8k-ex9902.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - A1 Group, Inc. | freebutton_8k-ex1001.htm |
| EX-99.1 - A1 VAPORS,INC. 12-31-13 FINANCIAL STATEMENTS - A1 Group, Inc. | freebutton_8k-ex9901.htm |
| EX-10.2 - EMPLOYMENT AGREEMENT - A1 Group, Inc. | freebutton_8k-ex1002.htm |
| EX-2.2 - CERTIFICATE OF MERGER - A1 Group, Inc. | freebutton_8k-ex0202.htm |
| 8-K - FREEBUTTON, INC. - A1 Group, Inc. | freebutton_8k-081414.htm |
Exhibit 2.3
 |
ROSS MILLER Secretary of State |
| Articles of Merger | |
| (PURSUANT TO NRS 92A.200) | |
| Page 1 | |
| USE BLANK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Articles of Merger
(Pursuant to NRS Chapter 92A)
| 1. | Name and jurisdiction of organization of each constituent entity (NRS 92A.200): |
| ¨ | If there are more than four merging entities, check box and attach an 8 ½” x 11” blank sheet containing the required information of each additional entity from article one. |
| A1 Vapors, Inc. | ||
| Name of merging entity | ||
| Florida | S Corporation | |
| Jurisdiction | Entity type* | |
| Name of merging entity | ||
| Jurisdiction | Entity type* | |
| Name of merging entity | ||
| Jurisdiction | Entity type* | |
| and, | ||
| FreeButton, Inc. | ||
| Name of surviving entity | ||
| Nevada | C Corporation | |
| Jurisdiction | Entity type * |
* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
| 1 |
|
ROSS MILLER Secretary of State |
| Articles of Merger | |
| (PURSUANT TO NRS 92A.200) | |
| Page 2 | |
| USE BLANK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 2. | Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 925A.190): |
| Attn: | Bruce Storrs | |
| c/o | FreeButton, Inc. | |
| 7040 Avenida Encinas 104-159 | ||
| Carlsbad, CA 92011 |
| 3. | Choose one: |
| ¨ | The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200) | |
| x | The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180) |
| 4. | Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity): |
| ¨ | If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from the appropriate section of article four. |
| (a) | Owner's approval was not required from: | |
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| and, or: | ||
| Name of surviving entity, if applicable |
| 2 |
|
ROSS MILLER Secretary of State |
| Articles of Merger | |
| (PURSUANT TO NRS 92A.200) | |
| Page 3 | |
| USE BLANK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| (b) | The plan was approved by the required consent of the owners of *: | |
| A1 Vapors, Inc. | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| and, or: | ||
| FreeButton, Inc. | ||
| Name of surviving entity, if applicable |
| 3 |
|
ROSS MILLER Secretary of State |
| Articles of Merger | |
| (PURSUANT TO NRS 92A.200) | |
| Page 4 | |
| USE BLANK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| (c) | Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): | |
| The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| Name of merging entity, if applicable | ||
| and, or: | ||
| Name of surviving entity, if applicable |
| 4 |
|
ROSS MILLER Secretary of State |
| Articles of Merger | |
| (PURSUANT TO NRS 92A.200) | |
| Page 5 | |
| USE BLANK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 5) | Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available (NRS 92A.200)*: | |
| . | ||
| 6) | Location of Plan of Merger |
| ¨ | (a) The entire plan of merger is attached: | |
| or, | ||
| x | (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the suviving entity (NRS 92A.200). |
| 7) | Effective date and time of filing: |
| Date: August 20, 2014 | Time: |
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
| 5 |
|
ROSS MILLER Secretary of State |
| Articles of Merger | |
| (PURSUANT TO NRS 92A.200) | |
| Page 6 | |
| USE BLANK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 8) | Signatures - Must be signed by: An officer of each Nevada corporation: All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust |
| ¨ | If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from the appropriate section of article four. |
| A1 Vapors, Inc. | ||||
| Name of merging entity | ||||
| /s/ Bruce Storrs | Chief Executive Officer | 8/14/14 | ||
| Signature | Title | Date | ||
| and, | ||||
| FreeButton, Inc. | ||||
| Name of surviving entity | ||||
| /s/ James Lynch | Chief Executive Officer | 8/14/14 | ||
| Signature | Title | Date |
| 6 |