COVER LETTER
Exhibit 2.2
Attached is a form for filing Articles of Merger pursuant to section ###-###-####, Florida Statues, when two or more for profit corporations merger. This form is basic and may not meet all merger needs. The advice of an attorney is recommended.
Please complete only one Plan of Merger form or attach your own Plan of Merger.
The document must be typed or printed and must be legible.
Pursuant to section ###-###-####, Florida Statutes, a delayed effective date may be specified but may not be later than the 90th day after the date on which the document is filed.
Filing Fee | $35.00 for each merging and $35 for each surviving corporation (includes a letter of acknowledgement) |
Certified Copy (Optional) | $8.75 |
Send one check in the total amount payable to the Florida Department of State.
Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter.
Mailing Address | Street Address | |
Amendment Section | Amendment Section | |
Division of Corporations | Division of Corporations | |
P.O. Box 6327 | Clifton Building | |
Tallahassee, FL 32314 | 2661 Executive Center Circle | |
Tallahassee, FL 32301 |
For further information, you may contact the Amendment Section at ###-###-####.
1 |
COVER LETTER
TO: | Amendment Section |
Division of Corporations |
SUBJECT: | FreeButton, Inc. | |
Name of Surviving Corporation |
The enclosed Articles of Merger and fee are submitted for filing.
Please return all correspondence concerning this matter to following:
Bruce Storrs | |
Contact Person | |
FreeButton, Inc. | |
Firm/Company | |
7040 Avenida Encinas Suite 104-159 | |
Address | |
Carlsbad, CA 92011 | |
City/State and Zip Code | |
***@*** | |
E-mail address (to be used for future annual report notification) |
For further information concerning this matter, please call:
Bruce Storrs | At ( 808 )   ###-###-#### |
Name of Contact Person | Area Code & daytime Telephone Number |
x Certified copy (optional) $8.75 (Please send an additional copy of your document if a certified copy is requested)
Street Address | Mailing Address | |
Amendment Section | Amendment Section | |
Division of Corporations | Division of Corporations | |
Clifton Building | P.O. Box 6327 | |
2661 Executive Center Circle | Tallahassee, FL 32314 | |
Tallahassee, FL 32301 |
2 |
ARTICLES OF MERGER
(Profit Corporations)
The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section ###-###-####, Florida Statutes.
First: The name and jurisdiction of the surviving corporation:
Name | Jurisdiction | Document Number | ||
FreeButton, Inc. | Nevada |
Second: The name and jurisdiction of each merging corporation:
Name | Jurisdiction | Document Number | ||
A1 Vapors, Inc. | Florida | |||
Third: the Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State.
OR 08/20/14 (Enter a specific date. NOTE: An effective date cannot be prior to the date of filing or more than 90 days after merger file date.)
Fifth: Adoption of Merger by surviving corporation - (COMPLETE ONLY ONE STATEMENT)
The Plan of Merger was adopted by the shareholders of the surviving corporation on May 23, 2014 .
The Plan of Merger was adopted by the board of directors of the surviving corporation on ______________ and shareholder approval was not required.
Sixth: Adoption of Merger by merging corporation(s) (COMPLETE ONLY ONE STATEMENT)
The Plan of Merger was adopted by the shareholders of the merging corporation(s) on August 14, 2014 .
The Plan of Merger was adopted by the board of directors of the merging corporation(s) on ______________ and shareholder approval was not required.
(Attach additional sheets if necessary)
3 |
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation | Signature of an Officer or Director | Typed or Printed Name of Individual & Title | ||
FreeButton, Inc. | /s/ James Lynch | James Lynch, CEO | ||
A1 Vapors, Inc. | /s/ Bruce Storrs | Bruce Storrs, CEO | ||
4 |
PLAN OF MERGER
(Merger of subsidiary corporation(s))
The following plan of merger is submitted in compliance with section ###-###-####, Florida Statutes, and in accordance with the laws of any other applicable jurisdiction of incorporation.
The name and jurisdiction of the parent corporation owning at least 80 percent of the outstanding shares of each class of the subsidiary corporation:
Name | Jurisdiction | ||
FreeButton, Inc. | Nevada |
The name and jurisdiction of each subsidiary corporation:
Name | Jurisdiction | ||
A1 Vapors, Inc. | Florida | ||
The manner and basis of converting the shares of the subsidiary or parent into shares, obligations, or other securities of the parent or any other corporation or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, and other securities of the surviving or any other corporation or, in whole or in part, into cash or other property are as follows:
The transaction contemplated by the Exchange Agreement were consummated on August 14, 2014 (the "Closing") and pursuant to the terms of the Exchange Agreement, all outstanding shares of common stock of A1 Vapors, $1.00 par value per share (the "A1 Vapors Shares") were exchanged for shares of the Company's common stock, $0.001 par value per share (the "Company Common Stock"). Accordingly, A1 Vapors became a wholly owned subsidiary of the Company.
(Attach additional sheets if necessary)
5 |
If the merger is between the parent and a subsidiary corporation and the parent is not the surviving corporation, a provision for the pro rata issuance of shares of the subsidiary to the holders of the shares of the parent corporation upon surrender of any certificates is as follows:
If applicable, shareholders of the subsidiary corporations, who, except for the applicability of section ###-###-####, Florida Statutes, would be entitled to vote and who dissent from the merger pursuant to section ###-###-####, Florida Statutes, may be entitled, if they comply with the provisions of chapter 607 regarding appraisal rights of dissenting shareholders, to be paid the fair value of their shares.
Other provisions relating to the merger are as follows:
6 |