EVO Transportation & Energy Services, Inc - Certificate of Merger of Minn Shares Inc. (a Minnesota corporation) into Minn Shares Inc. (a Delaware corporation)(1)
STATE
OF DELAWARE
CERTIFICATE
OF MERGER
OF
MINN
SHARES INC.
(a
Minnesota Corporation)
INTO
MINN
SHARES INC.
(a
Delaware Corporation)
Pursuant to Title 8, Section 252 of the
Delaware General Corporation Law, the undersigned corporation executed the
following Certificate of Merger:
FIRST: The name of the
surviving corporation is Minn Shares Inc., a Delaware corporation, and the name
of the corporation being merged into this surviving corporation is Minn Shares
Inc., a Minnesota corporation.
SECOND: The Agreement and Plan
of Merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations pursuant to Title 8 Section 252 of the
General Corporation Law of the State of Delaware.
THIRD: The name of the
surviving corporation is Minn Shares Inc., a Delaware corporation.
FOURTH: The Certificate of
Incorporation of the surviving corporation shall be its Certificate of
Incorporation.
FIFTH: The authorized stock
and par value of the non-Delaware corporation is 15,000,000 shares of Common
Stock with a par value of $0.01 per share and 5,000,000 undesignated
shares.
SIXTH: The Agreement and Plan
of Merger is on file at 1624 Harmon Place, Suite 210, Minneapolis, MN 55403, an
office of the surviving corporation.
SEVENTH: A copy of the Agreement
and Plan of Merger will be furnished by the surviving corporation on request,
without cost, to any stockholder of the constituent corporations.
IN WITNESS WHEREOF, said
surviving corporation has caused this certificate to be signed by an authorized
officer, the 1st day of
December, 2010.
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By:
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/s/ Richard Gilbert
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Richard
Gilbert, President
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