FILED - Oklahoma Secretary of State 06/08/2018 ‘OKLAHOMA SECRETARY OF STATE (I 0S Cun CERTIFICATE OF MERGER OR CONSOLIDATION TO: OKLAHOMA SECRETARY OF STATE 223001N Lincoln Blvé,, loom 101, Ste Captel Bullding Okiahoma City, Oklahoma 73105-4897 (405) 521-3912 SPECIAL INSTRUCTIONS: Submit this form (0 file a merger or consolidation pursuant to the Oklahoma General Corporation Act. Please consult this Act carefully. Use this form ONLY when one or more corporations, incorporated under the laws ofa jurisdiction other than Oklahoma merge with one or more Oklahoma corporations and the surviving or resulting corporation is an OKLAHOMA corporation. FILING FEE: IF the authorized capital of the surviving or resulting corporation is increased to a figure greater than the ‘combined authorized capital of all corporations involved plus $50,000.00, the Gling fee shall be equal to one-tenth of one percent (1/10th of 1%) of such increase, IF the surviving corporation is a NOT FOR PROFIT corporation, he filing fee shall ‘be $25.00. ‘The Agreement of Merger or Consolidation, ATTACHED HERETO, has been adopted, approved, certified, executed, and acknowledged by each of the constituent corporations in accordance with the laws under which its formed, and, in the case of an Oklahoma corporation, in the same manner as is provided in Title 18, Section 1081. OR 1B. _Inticu of filing an executed egreement of merger or consolidation, the surviving or resulting corporation hereby states and certifies as follows: 1. The same end sate of incorporation ofeach ofthe constituent corporations are: NAME OF CORPORATION STATE OF INCORPORATION Vision Plasma Systems.ine. [A | DL p82-LeS 3 Oklahoma Vision Plasma Systems, Inc. Nevada 2. Antgreement of merger or consolidation (circle one) has been approved, adopted, cenified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Section 1081__ of the Oklahoma General Corporation Act. In the case of each foreign corporation, the agreement shall be adopied, approved, executed and acknowledged in accordance withthe laws under which itis organized. 3. The name of the surviving or resulting corporation is: Vision Plasma Systems, inc., an Oklahoma corporation4. Check the sta et applicable the me rger or consol ot No amendments or changes arc desired so that the centificate of incorporation of the su be its certificate of incorporation corporation shall 1 Anyamendnens or changes in the eeifieate of incomporaton of the surviving corporation a ar desired to be effete bythe tenns of the merger are st ou nan attachment hereto, OD The cenificate of incorporation of the corporation rest s set forth in an attachment hereto, 1g from the consolida 5. Theeseet ion ison fil corporation atthe fy i of merger oF consoli ness of the sur ipal place af loving address: 53250 HWY 371 Anza Catitornia 92539 ‘STREET ADDRESS cry STATE Za CODE 6 A copy of the agreement of merger or consolidation will be fi ied by ine sua ‘iving corporation, on request and “without cost toany shareholder of any constituent corporation. 7. ‘The authorized capital stock af each constituent earporation whi is nota corporation of this state: NA ME OF CORPORATION NO.OF SHARES AUTHORIZED PAR VALUE PER SHARE, Vision Plasma Systems, Inc. '500,000,000_Common 0.0001 20,000,000 Series A Preferred “50,0001 - ~~ 30,000,000 Series 8 Convertible Preferred $0.0001 IW WITNESS WHEREOF, the suv consolidation to be executed by day of June caused this certificate of merger or President or Viee Presidsnt and atested by is Seretary or Assisiam Sereiary tis 2018 James 8. Frack Pease Print Name avi Z 7 Secretary mes 8, Frack Please Print Name {80S FORNS 0024-1201)AGREEMENT AND PLAN OF MERGER (Domiciliary Change) OF VISION PLASMA SYSTEMS, INC., A NEVADA CORPORATION VISION PLASMA SYSTEMS, INC., AN OKLAHOMA CORPORATION This AGREEMENT AND PLAN OF MERGER (the “Merger Agreement’), is intered into as of the 8° day of June, 2018 by, between and among Vision Plasma Systems, Inc., a Nevada corporation ("VPSI NV") and Vision Plasma Systems, Inc., an Dklahoma corporation ("VPSI OK"), VITNESSETH: WHEREAS, VPSI NV is a Corporation organized and existing under the laws of he State of Nevada and has an authorized capital of five hundred fifty-five million 850,000,000) shares of stock, of which five hundred million (500,000,000) shares are lesignated as Common Stock, having a par value of $.0001 per share (the "VPS! NV Sommon Stock"), and fifty million (50,000,000) shares are designated as Preferred Stock, taving a par value $.0001 per share, of which twenty million (20,000,000) shares are urther designated “Series A Preferred Stock” and thirty million (30,000,000) shares are lesignated as “Series B Convertible Preferred Stock", a par value $.0001 per share, of vhich four hundred eleven million nine hundred two thousand eighty-seven (411,902,087) VPI NV Common Stock are issued and outstanding and twenty milion (20,000,000) *referred Series A shares are outstanding; and WHEREAS, VPSI OK is a Corporation organized and existing under the laws of he State of Oklahoma and has an authorized capital of five hundred fifty-five million 550,000,000) shares of stock, of which five hundred million (500,000,000) shares are lesignated as Common Stock, having a par value of $.0001 per share (the "VPS! OK Sommon Stock"), and fifty million (50,000,000) shares are designated as Preferred Stock, \aving a par value $.0001 per share, of which twenty million (20,000,000) shares are urther designated “Series A Preferred Stock” and thirty million (30,000,000) shares are lesignated as “Series B Convertible Preferred Stock", a par value $.0001 per share, of vhich no shares of VPSI OK Common Stock or preferred stock are issued and wutstanding; and WHEREAS, the respective Boards of Directors of VPSI NV and VPSI OK have fetermined that it is in the best interests of VPS! NV and VPS! OK, and their respective ‘hareholders, that VPSI NV merge with and into VPSI OK (the "Merger") to move the lomicile from Nevada to Oklahoma; and WHEREAS, the respective Boards of Directors and shareholders of the Zonstituent Corporations have approved this Agreement and the Merger; and