Articles of Exchange, as filed with the Secretary of State of the State of Nevada
EX-2.1 2 ex2_1.htm EXHIBIT 2.1 Unassociated Document
Exhibit 2.1
an BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Filed in the office of Document Number Website: www.nvsos.gov -90 Filing Date and Time Barbara K. Cegayske Secretary of State /05/2017 12:10 PM State of Nevada Entity Number Articles of Exchange E0212492011-0 (PURSUANT TO NRS 92A.200) Page 1 USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Exchange (Pursuant to NRS Chapter 92A - excluding 92A.200(4b)) ) Name and jurisdiction of organization of each constituent entity (NRS 92A.200): If there are more than two constituent entities, please check box and attach an 112" x 11" blank sheet listing the entities continued from article one. MTIX, Ltd. Name of acquired entity England Corporation Jurisdiction Entity type * and, Avalanche International Corporation Name of acquiring entity !Nevada j Corporation Jurisdiction Entity type * ) The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200). * Corporation, non-profit corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust. FILING FEE: $350.00 Nevada Secretary of State 92A Exchange Page 1 This form must be accompanied by appropriate fees. Revised: -S-15
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Exchange (PURSUANT TO NRS 92A.200) Page 2 USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY ) Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity): if there are more than two constituent entities, please check box and attach an 8 1/2" x 11" blank sheet listing the entities continued from article three. (a) Owner's approval was not required from Name of acquired entity, if applicable and, or; [Avalanche International Corporation Name of acquiring entity, if applicable (b) The plan was approved by the required consent of the owners of * IvITIX, Ltd. Name of acquired entity, if applicable and, or, Name of acquiring entity, if applicable * Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. Nevada Secretary of State 92A Exchange Page 2 This form must be accompanied by appropriate fees. Revised: -5-15
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Exchange (PURSUANT TO NRS 92A.200) Page 3 USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE fS FOR OFFICE USE ONLY (c) Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): The plan of exchange has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of exchange is required by the articles of incorporation of the domestic corporation. Name of acquired entity, if applicable and, or; Name of acquiring entity, if applicable 4) Location of Plan of Exchange (check a or b): (a) The entire plan of exchange is attached; or, (b) The entire plan of exchange is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200). This form must be accompanied by appropriate fees Nevada Secretary of State 92A Exchange Page 3 Revised: -5-15
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 99701-4201 (775) GE14-5709 Website: wviw.nvsoe.gov Articles of Exchange (PURSUANT TO NRS 92A.200) Page 4 USE SLACK INK ONLY - 00 No-r HIGHLIGHT ABO VE SPACE IS FOR °Price usEoritY 5) Effective data and time of filing: (o ional) (must not be later than 90 days after the certificate is tiled) Date: August , 2017 Time: :30 MI' 6) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; Ali general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers ore member If there are no Managers; A trustee of each Nevada business trust (NRS 92A.230)." If there are more than two constituent entities, please check box and attach an 8 1/2" x 11" n blank sheet listing the entities continued from article six. MTIX, Ltd. Name of aCqUirerientify Atiq tir;;:ga 261-7- ChiefExecutive ()nicer August X, 2017 rifle bate Avalanche International Conxwation Name of acquiring entity X Chii.trExectitive Officer Aogagt.:*y2n17 Signature Title Rate • An exchange takes effect upon filing the articles of exchange or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240). "The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it {NRS A,230)._ Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be reiected. This form must be accompanied by appropriate, fens, Nevado Secretary of State 92A Exchange Pajw 4 Revised. -5-15 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Exchange (PURSUANT TO NRS 92A.200) Page 4 USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY ) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed) Date: August 22, 2017 Time: :30 EST 6) 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 a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230):** If there are more than two constituent entities, please check box and attach an 8 1/2" x 11" blank sheet listing the entities continued from article six, F fpC, Ltd. Name of acquired entity x I Chief Executive Officer August 22, I Signature Title Date Avalanche International Corporation Name of acquiring entity x - • Chief Executive Officer August 22, 2017 Signature Title Date An exchange takes effect upon filing the articles of exchange or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240). **The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Exchange Page 4 Revised: -5-15
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) -5708 Website: awar.nvace.gov Articles of Exchange (PURSUANT TO NRS 92A.200) Page 4 USE BLACK INK ONLY - 00 NOT HIGHLIGHT ABOVE SPACE IS FOR OF'F'ICE USE ONLY 5) Effective date and time of filing: (optiona) (mud not be later than 90 days after liwo certificate is flied) Date:: August 22, 2017 Time: :30 EST ) 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 a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230);" If there are more than two constituent entities, please check box and attach an 8112" x 11" ri blank sheet listing the entities continued from article six. iNITIX, Ltd. Name of acquired entity X chief Executive Officer Au g ust , Signature Title Date Avalanche International Corpclatio,n Name of acquiring entity ;Chief Executive Officer LAugust 22, 2017 :j Title Date * An exchange takes effect upon filing the articles of exchange or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A240). **Tice articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this tiling to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary at Stale $2A Exchange Page 4 Revised', I-5•15
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) -5708 Website: awar.nvace.gov Articles of Exchange (PURSUANT TO NRS 92A.200) Page 4 USE BLACK INK ONLY - 00 NOT HIGHLIGHT ABOVE SPACE IS FOR OF'F'ICE USE ONLY 5) Effective date and time of filing: (optiona) (mud not be later than 90 days after liwo certificate is flied) Date:: August 22, 2017 Time: :30 EST ) 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 a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230);" If there are more than two constituent entities, please check box and attach an 8112" x 11" ri blank sheet listing the entities continued from article six. iNITIX, Ltd. Name of acquired entity X chief Executive Officer Au g ust , Signature Title Date Avalanche International Corpclatio,n Name of acquiring entity ;Chief Executive Officer LAugust 22, 2017 :j Title Date * An exchange takes effect upon filing the articles of exchange or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A240). **Tice articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this tiling to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary at Stale $2A Exchange Page 4 Revised', I-5•15