Nevada
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333-169928
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27-1488943
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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710 Wellington Drive
Durham, NC
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27713
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(Address of principal executive offices)
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(Zip Code)
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919.656.7646
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Real Estate Restoration and Rental, Inc.
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Exhibit No.
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Description
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2.1
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Articles of Merger as filed with the Nevada Secretary of State on December 28, 2011
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2.2
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Agreement and Plan of Merger, dated December 28, 2011, by and between Real Estate Restoration and Rental, Inc. and Organovo Holdings, Inc.
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ORGANOVO HOLDINGS, INC.
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Dated: January 3, 2012
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By:
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/s/
Deborah Lovig
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Name: Deborah Lovig
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Title: Chief Executive Officer
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
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Document Number
20110911816-20
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Filing Date and Time
12/28/2011 1:05 PM
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Entity Number
E0640072009-4
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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Organovo Holdings, Inc.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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And,
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Real Estate Restoration and Rental, Inc.
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Name of surviving entity
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New York
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Corporation
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Jurisdiction
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Entity type*
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
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Attn:
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c/o:
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3)
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(Choose one)
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o
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The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
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x
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The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box
o
and attach an 8 112" x 11" blank sheet containing the required information for each additional entity):
(a) Owner's approval was not required from
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Organovo Holdings, Inc. |
Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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Real Estate Restoration and Rental, Inc. |
Name of surviving entitiy, if applicable
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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Harbrew Imports Ltd. |
Name of surviving entitiy, if applicable
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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Name of surviving entitiy, if applicable
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
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Article One of the Articles of Incorporation of Real Estate Restoration and Rental, Inc. is hereby amended to change the name of the Corporation to Organovo Holdings, Inc. |
6)
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Location of Plan of Merger (check a or b):
(a) The entire plan of merger is attached;
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o
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(a) The entire plan of merger is attached;
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x
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(b)The entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the records office
address if a limited partnership, or other place of business of the surviving entity
(NRS 92A.200).
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7)
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Effective date (optional)**:
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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8)
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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 one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(if there are more than four merging entitles, check box
o
and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):
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A.
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Organovo is a wholly-owned subsidiary of RERR;
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B.
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The boards of directors of Organovo and RERR deem it advisable and in the best interests of their respective companies and shareholders that Organovo be merged with and into RERR, with RERR remaining as the surviving corporation under the name “Organovo Holdings, Inc.”;
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C.
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The board of directors of Organovo has approved the plan of merger embodied in this Agreement; and
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D.
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The board of directors of RERR has approved the plan of merger embodied in this Agreement.
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(a)
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the Articles of Merger, in substantially the form previously circulated among the Board of Directors of RERR and Organovo, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
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(b)
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after satisfaction of the requirements of the laws of the State of Nevada.
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REAL ESTATE RESTORATION AND RENTAL, INC. | |||
By:
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/s/ Deborah Lovig | ||
Name: | Deborah Lovig | ||
Title: | President and Chief Executive Officer | ||
ORGANOVO HOLDINGS, INC. | |||
By:
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/s/ Deborah Lovig | ||
Name: | Deborah Lovig | ||
Title: | President and Chief Executive Officer | ||