Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT - Growflow Corp. | growflow_ex2301.htm |
| EX-5.1 - LEGAL OPINION - Growflow Corp. | growflow_ex0501.htm |
| EX-3.5 - BYLAWS - Growflow Corp. | growflow_ex0305.htm |
| EX-3.4 - CERTIFICATE OF MERGER - DELAWARE - Growflow Corp. | growflow_ex0304.htm |
| EX-3.2 - RESTATED ARTICLES OF INCORPORATION - Growflow Corp. | growflow_ex0302.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - Growflow Corp. | growflow_ex0301.htm |
| S-1 - DRAFT REGISTRATION STATEMENT - Growflow Corp. | growflow_s1.htm |
Exhibit 3.3
| 1 |
| FILED | 09/26/17 | |
| SEPTEMBER 26, 2017 | 3559493-002 | |
| SECRETARY OF STATE | $90.00 R | |
| STATE OF WASHINGTON | tid: 3596130 |
ARTICLES OF MERGER
Between
GROWFLOW, INC.
(a Washington Corporation)
and
GROWFLOW CORP.
(a Delaware Corporation)
Pursuant to RCW 23B.11 of the Washington business corporation act, the undersigned corporations hereby adopt the following Articles of Merger.
1. Agreement and Plan of Merger. The Plan of Merger is attached to these Articles of Merger and is incorporated herein by reference.
2. Merger Approval. The merger was duly approved by the Board of Directors and shareholders of Growflow, Inc. and Growflow Corp. pursuant to the Washington business corporation act.
3. Effective Time. The merger shall become effective upon the date of filing of these Articles of Merger.
DATED this 25 day of September, 2017.
| GROWFLOW, INC. | GROWFLOW CORP. | |
| By: /s/ Rufus Casey | By: /s/ Rufus Casey | |
| Its: CEO | Its: CEO |
| 2 |
AGREEMENT AND PLAN OF MERGER
Between
GROWFLOW, INC.
(a Washington Corporation)
and
GROWFLOW CORP.
(a Delaware Corporation)
This Plan of Merger is entered into by and between Growflow, Inc., a Washington corporation, and Growflow Corp., a Delaware corporation, and shall be effective on the date the Articles of Merger have been duly filed with the Secretary of State for the State of Washington (the "Effective Date").
1. Growflow, Inc. (the "Disappearing Company") shall be merged with and into Growflow Corp., a Delaware corporation (the "Surviving Company").
2. Upon the Effective Date, the separate existence of the Disappearing Company shall cease, and the Surviving Company shall become the owner of all the rights and property of the Disappearing Company and shall be subject to all its debts and liabilities.
3. Upon the Effective Date, each share of common stock of the Disappearing Company issued and outstanding on the date of merger shall be converted into an equal shares of common stock of the Surviving Company, as prescribed in the attached Exhibit A.
4. The Certificate of Incorporation and the Bylaws of the Surviving Company shall continue in full force and effect.
DATED this 25 day of September, 2017.
| GROWFLOW, INC. | GROWFLOW CORP. | |
| By: /s/ Rufus Casey | By: /s/ Rufus Casey | |
| Its: CEO | Its: CEO |
| 3 |
EXHIBIT A
| Subscriber |
No. of Shares prior to (Growflow, Inc.) |
No. of Shares after (Growflow, Corp.)
|
| Rufus Casey | 1,500,000 | 1,500,000 |
| Tom Wilson | 500,000 | 500,000 |
| Total | 2,000,000 | 2,000,000 |
3
| 4 |