3.4
Form of Plan of Merger
PLAN OF MERGER
This Plan of Merger is made and entered into this 10th day of July, 2007,
by and between SENIOR OPTICIAN SERVICE, INC., a Nevada corporation, ("SENIOR
OPTICIAN NEVADA)" or the "Surviving corporation"), and SENIOR OPTICIAN SERVICE,
INC., a MINNESOTA corporation, ("SENIOR OPTICIAN MINNESOTA, "Disappearing
Corporation").
RECITALS
A. SENIOR OPTICIAN NEVADA is a corporation organized and existing under the
laws of the State of Nevada and has authorized capital stock consisting of
100,000,000 shares of capital stock, of which no shares are issued and
outstanding.
B. SENIOR OPTICIAN MINNESOTA is a corporation organized and existing under
the laws of the State of MINNESOTA and has authorized capital stock consisting
of 100,000,000 shares, of which 5,854,000 shares are issued and outstanding
being owned by the SENIOR OPTICIAN MINNESOTA shareholders.
C. The Board of Directors of SENIOR OPTICIAN NEVADA and SENIOR OPTICIAN
MINNESOTA, respectively, deem it advisable for SENIOR OPTICIAN MINNESOTA to
merge with and into SENIOR OPTICIAN NEVADA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, SENIOR OPTICIAN NEVADA and SENIOR OPTICIAN MINNESOTA hereby
agree to the following Plan of Merger:
1. Names of Constituent Corporations. SENIOR OPTICIAN SERVICE, INC., a
MINNESOTA corporation will merge with and into SENIOR OPTICIAN SERVICE, INC., a
Nevada corporation. SENIOR OPTICIAN SERVICE, INC. will be the Surviving Nevada
Corporation.
2. Terms and Conditions of Merger. The effective date of merger will be the
date upon which the Articles of Merger are filed with the MINNESOTA and Nevada
Secretaries of State. Upon the effective date of the merger the separate
corporate existence of SENIOR OPTICIAN MINNESOTA will cease; title to all
property owned by SENIOR OPTICIAN MINNESOTA will be vested in SENIOR OPTICIAN
NEVADA without reversion or impairment; and the Surviving Corporation will have
all liabilities of SENIOR OPTICIAN MINNESOTA. Any proceeding pending by or
against SENIOR OPTICIAN MINNESOTA may be continued as if such merger did not
occur, or the Surviving Corporation may be substituted in the proceeding for
SENIOR OPTICIAN MINNESOTA.
3. Governing Law. The laws of the State of Nevada will govern the Surviving
Corporation.
4. Name. The name of the Surviving Corporation will be SENIOR OPTICIAN
SERVICE, INC.
5. Registered Office. The present address of the registered office of the
Surviving and Disappearing corporation's is 00000 Xxxx 00xx Xxx., Xxxxxxxxxx, XX
00000.
6. Accounting. The assets and liabilities of SENIOR OPTICIAN NEVADA and
SENIOR OPTICIAN MINNESOTA (collectively the "Constituent Corporations") as of
the effective date of the merger will be taken up on the books of the Surviving
Corporation at the amounts at which they are carried at that time on the
respective books of the Constituent Corporations.
7. Bylaws. The Bylaws of SENIOR OPTICIAN NEVADA as of the effective date of
the merger will be the Bylaws of the Surviving Corporation until the same will
be altered or amended in accordance with the provisions thereof.
8. Directors. The directors of SENIOR OPTICIAN NEVADA as of the effective
date of the merger will be the directors of the Surviving Corporation until
their respective successors are duly elected and qualified.
9. Manner and Basis of Converting Shares. As of the effective date of the
merger:
(a) The Surviving Corporation will retire or cancel all of the
shares of SENIOR OPTICIAN MINNESOTA by issuing to each SENIOR OPTICIAN SERVICE
shareholder one (1) share of SENIOR OPTICIAN NEVADA share for each share of
SENIOR OPTICIAN MINNESOTA share. Any shares of stock of SENIOR OPTICIAN
MINNESOTA in the treasury on the effective date of the merger will be
surrendered to the Surviving Corporation for cancellation, and no shares of the
Surviving Corporation will be issued in respect thereof.
10. Shareholder Approval. This Plan of Merger did not require shareholder
approval pursuant to Minnesota Statutes Chapter 302A.613 Subdivision 3, nor the
Nevada Revised Statutes.
11. Rights of Dissenting Shareholders. There are no dissenting shareholder
rights associated this change in corporate domicile.
12. Termination of Merger. This merger may be abandoned at any time prior
to the filing of Articles of Merger with the Secretary of State, upon a vote of
a majority of the Board of Directors of both SENIOR OPTICIAN NEVADA and SENIOR
OPTICIAN MINNESOTA. If the merger is terminated, there will be no liability on
the part of either Constituent Corporation, their respective Boards of
Directors, or shareholders.
13. Counterparts. This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies will be and constitute an
original instrument.
IN WITNESS WHEREOF, this Plan of Merger has been adopted by the undersigned
corporations as of this 10th day of July, 2007.
SENIOR OPTICIAN SERVICE, INC., SENIOR OPTICIAN SERVICE, INC.,
a Nevada corporation a Minnesota corporation
By: By:
--------------------------------- ---------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: President/Secretary Title: President/Secretary
