Delaware Division of Corporations 401 Federal Street Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Ownership & Merger Subsidiary into Parent Dear Sir or Madam: Attached please find a Certificate of Ownership form to be filed in accordance with the General Corporation Law of the State of Delaware. The fee to file the Certificate is $174.00. If your document is more than 1 page, please add $9.00 for each additional page. You will receive a stamped Filed copy of your submitted document. A certified copy may be requested for an additional $30. Expedited services are available. Please contact our office concerning these fees. Contact our Franchise Tax Section concerning taxes due on any Delaware companies merging out of existence. A check for the tax payment and the filing/assessment fee must accompany the Certificate for filing. Please make your check payable to the Delaware Secretary of State. For the convenience of processing your order in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you, if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please dont hesitate to call us at (302)739- 3073. S incerely, D epartment of State Division of Corporations encl. rev. 07/04 >>>> 2 STATE OF DELAWARE CERTIFICATE OF OWNERSHIP SUBSIDIARY INTO PARENT Section 253 CERTIFICATE OF OWNERSHIP MERGING ___________________________________________ INTO ___________________________________________ (Pursuant to Section 253 of the General Corporation Law of Delaware) ________________________________________________________________________ , a corporation incorporated on the ________ day of___________________, ________, pursuant to the provisions of the General Corporation Law of the State of Delaware; DOES HEREBY CERTIFY that this corporation owns 90% of the capital stock of __________________________________________________________, a corpora tion incorporated on the ________ day of _______________, ________A.D., pursu ant to the provisions of the ______________________________________________________ _, and that this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the ________ day of ___________________, ______A.D., dete rmined to and did merge into itself said ________________________________________________, which resolution is in the following words to wit: WHEREAS this corporation lawfully owns 90% of the outstanding stock of ________________________________________________, a corporation organize d and exiting under the laws of ________________________________, and WHEREAS this corporation desires to merge into itself the said ______________ _____________________________, and to be possessed of all the estate, property, rights, privileges and franchises of said corporation, >>>> 3 NOW, THEREFORE, BE IT RESOLVED , that this corporation merge into itself said ______________________________________ and assums all of its liabilities eand obligations, and FURTHER RESOLVED , that an authorized officer of this corporation be and he/she is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said __________________________________________ and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of _______________________ County; a nd FURTHER RESOLVED , that the officers ofrporation be and they hereby this coare authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger. IN WITNESS WHEREOF , said parent corporation has caused its corporate seal to be affixed and this certificate to be signed by an authorized officer this ___________________day of ___________________________, ________A.D. By:____________________________________ A uthorized Officer Name:____________________________________ Print or Type Title:____________________________________ (Insert if applicable) FURTHER RESOLVED that ________________________________________ relinquishes its corporate name and assumes in place thereof the name _______________ _______________________________________________________________________.