Attached files
| file | filename |
|---|---|
| EX-3.3 - ARTICLES OF MERGER - IIOT-OXYS, Inc. | iiot_8k-ex0303.htm |
| EX-3.2 - BYLAWS - IIOT-OXYS, Inc. | iiot_8k-ex0302.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - IIOT-OXYS, Inc. | iiot_8k-ex0301.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - IIOT-OXYS, Inc. | iiot_8k-ex0201.htm |
| 8-K - FORM 8-K - IIOT-OXYS, Inc. | iiot_8k.htm |
Exhibit 3.4
| New Jersey Division of Revenue | FILED |
| Certificate of Merger/Consolidation | OCT 26 2017 |
| (Profit Corporations) | STATE TREASURER |
This form may be used to record the merger or consolidation of a corporation with or into another business e ity or entities, pursuant to NJSA 14A. Applicants must insure strict compliance with the requirements of State law and insure that all filing requirements are met. This form is intended to simplify filing with the State Treasurer. Applicants are advised to seek out private legal advice before submitting filings to the Department of the Treasury, Division of Revenue's office.
| 1. | Type of Filing (check one): | ☒ Merger | ☐ Consolidation |
| 2. | Name of Surviving Business Entity: 110T-OXYS, Inc. | ||
| 3. | Name(s)/Jurisdiction(s) of All Participating Business Entities including Surviving Entity: | ||
| Name | Jurisdiction | Identification# Assigned by Treasurer (if applicable) | |
| IIOT-OXYS, Inc. | New Jersey | 0400039640 | |
| IIOT-OXYS, Inc. | Nevada | NV20171424751 |
| 4. | Date Merger/Consolidation adopted: 6/27/17 | ||
| 5. | Voting: (all corporations involved; attach additional sheets if necessary) | ||
| -a | Corp. Name IIOT-OXYS, Inc. | Outstanding Shares 5,266,075 | |
| If applicable, set forth the number and designation of any class or series of shares entitled to vote. | |||
| Voting For | 4,447,000 | Voting Against | ; OR | |||
| Merger/consolidation plan was adopted by the unanimous written consent of the shareholders without a meeting (check) ☐ . | ||||||
| -b | Corp. Name IIOT-OXYS, Inc. | Outstanding Shares 100 | |
| If applicable, set forth the number and designation of any class or series of shares entitled to vote. | |||
| Voting For | 100 | Voting Against | ; OR | |||
| Merger/consolidation plan was adopted by the unanimous written consent of the shareholders without a meeting (check) ☐ . | ||||||
| -b | Corp. Name | Outstanding Shares | |
| If applicable, set forth the number and designation of any class or series of shares entitled to vote. | |||
| Voting For | Voting Against | ; OR | ||||
| Merger/consolidation plan was adopted by the unanimous written consent of the shareholders without a meeting (check) ☐ . | ||||||
| 6. | Service of Process Address (For use if the surviving business entity is not authorized or registered by the State | |
| Treasurer: | Carmine Catizone | |
| 266 Cedar Street | ||
| Cedar Grove, NY 07009 | ||
| The surviving business entity agrees that it may be served with process in this State in any action, suit or proceeding for the enforcement of any obligation of any domestic or foreign corporation, previously amenable to suit in this State, which is a party to this merger/consolidation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of such domestic corporation against the surviving corporation. | ||
|
The Treasurer is hereby appointed as agent to accept service of process in any such action, suit, or proceeding which shall be forwarded to the surviving business entity at the Service of Process address stated above. | ||
| The Surviving Business Entity also agrees that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they may be entitled under the provisions of Title 14A. | ||
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Certificate of Merger/Consolidation
UMC-2
Page 2
| 7. | Effective Date (see inst.): |
| Signature | Name | Title | Dale | |||
| /s/ Carmine Catizone | Carmine Catizone | CEO, Gotham Capital | 7/12/2017 | |||
| /s/ Carmine Catizone | Carmine Catizone | President, IIOT-OXYS | 7/12/2017 | |||
**Remember to attach: 1) the plan of merger or consolidation; and 2) if the surviving or resulting business is not a registered or authorized domestic or foreign corporation, a Tax Clearance Certificate for each participating corporation.
NJ Division of Revenue, PO Box 308, Trenton NJ 08646
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