Expedite this Form: (Select One) Prescribed by: The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Mail Form to one of the Following: Yes PO Box 1390 Columbus, OH 43216 *** Requires an additional fee of $100 *** www.sos.state.oh.us e-mail: busserv@sos.state.oh.us PO Box 1028 Columbus, OH 43216 No Certificate of Amendment by Directors or Incorporators to Articles (Domestic) Filing Fee $50.00 (CHECK ONLY ONE (1) BOX) (1) Amendment by Directors Amended by Directors (2) (123-AMDD) Amendment by Incorporators Amended by Incorporators (124-AMDI) Complete the general information in this section for the box checked above. Name of Corporation Charter Number Please check if additional provisions attached hereto are incorporated herein and made a part of these articles of organization. Complete the information in this section if box (1) is checked. Name and Title of Officer (name) (title) (CHECK ONLY ONE (1) BOX) A meeting of the directors was duly called and held on (Date) In an writing signed by all the Directors pursuant to section 1701.54 of the ORC The following resolution was adopted pursuant to section 1701.70(B) of the ORC: (Insert proper paragraph number) 540 Page 1 of 2 Last Revised: May 2002 American LegalNet, Inc. www.FormsWorkflow.com Complete the information in this section if box (2) is checked. WE, the undersigned, being all of the incorporators of the above named corporation, do certify that the subscriptions to shares have not been received and the initial directors are not named in the ariticles. We hereby have elected to amend the articles as follows: REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions) Authorized Representative Date (Print Name) Authorized Representative Date (Print Name) Authorized Representative Date (Print Name) 540 Page 2 of 2 Last Revised: May 2002 American LegalNet, Inc. www.FormsWorkflow.com Instructions for Amendment by Director or Incorporators to Articles Follow these instructions in this section if an item in box (1) is checked. The directors may adopt an amendment to the articles in the following cases: [1701.70 (B) ( _ )] (1) When and to the extent authorized by the articles, the directors may adopt an amendment determining, in whole or in part, the express terms, within the limits set forth in this chapter, of any class of shares before the issuance of any shares of that class, or of one or more series within a class before the issuance of shares of that series. (2) When the corporation has issued shares or obligations convertible into shares of the corporation or has granted options to purchase any shares, and the conversion or option rights are set forth in the articles or have been approved by the same vote of shareholders as, at the time of the approval, would have been required to amend the articles to authorize the shares required for that purpose, and the corporation does not have sufficient authorized but unissued shares to satisfy those conversion or option rights, the directors may adopt an amendment to authorize the shares. (3) Whenever shares of any class have been redeemed, or have been surrendered to or acquired by the corporation upon conversion, exchange, purchase, or otherwise, the directors may adopt an amendment to reduce the authorized number of shares of the class by the number so redeemed, surrendered, or acquired; and when all of the authorized shares of a class have been redeemed or surrendered to or acquired by the corporation, the directors may adopt an amendment to eliminate from the articles all references to the shares of the class and to make other appropriate changes that are required by the elimination. (4) When articles have been amended and any change of issued or unissued shares provided for in the amendment or amended articles has become effective, the directors may adopt an amendment to eliminate from the articles all references to the change of shares and to make any other appropriate changes that are required by the elimination; however, an amendment to articles that is so adopted by the directors shall contain a statement with respect to the authorized number and the par value, if any, of the shares of each class. (5) After a merger or consolidation, in which the surviving or new corporation is a domestic corporation, becomes effective, the directors may adopt an amendment: (a) To eliminate from the articles any statement or provision pertaining exclusively to the merger or consolidation, or that was required to be set forth in the agreement of merger or consolidation and that would not be required in original articles or amendments to articles filed at the time the statement or provision was adopted; (b) To make any other appropriate changes required by that elimination. An amendment to articles adopted by the directors under division (B)(5) of this section need not contain or continue any statement with respect to the amount of stated capital. (6) Unless otherwise provided in the articles, the directors may adopt an amendment changing the name of the corporation. (7) The directors may adopt an amendment changing the place in this state where the principal office of the corporation is to be located. (8) When the directors have declared a dividend or distribution on any class of the outstanding shares of the corporation to be paid in shares of the same class, the directors may adopt an amendment to proportionately increase the authorized number of shares of the class, provided that the corporation has only one class of shares outstanding or the dividend or distribution is not substantially prejudicial to the holders of any other class of the corporation's shares, and further provided that such an amendment to be adopted concurrently with the amendment described in division (B)(10) of this section when the dividend or distribution is declared on outstanding shares with par value. American LegalNet, Inc. www.FormsWorkflow.com Follow these instructions in this section if an item in box (1) is checked Cont. (9) The directors may adopt an amendment to change each issued and unissued authorized share of an outstanding class into a greater number of shares of that class and to proportionately increase the authorized number of shares of that class, provided that the corporation has only one class of shares outstanding or the change is not substantially prejudicial to the holders of any other class of the corporation's shares, and further provided that such an amendment to be adopted concurrently with the amendment described in division (B)(10) of this section when the change is made to outstanding shares with par value. (10) Concurrently with the adoption of an amendment under division (B)(8) or (9) of this section, the directors may adopt an amendment decreasing the par value of issued and unissued shares of a particular class to the extent necessary to prevent an increase in the aggregate par value of the outstanding shares of the class as a result of the dividend or distribution described in division (B)(8) of this section or the change described in division (B)(9) of this section. Follow these instructions in this section if an item in box (2) is checked. If initial directors are not named in the articles, before subscriptions to shares have been received and before the incorporators have elected directors, the incorporators may adopt an amendment to the articles by a writing signed by them. If initial directors are named in the articles, or if the incorporators have elected directors and have not received subscriptions, then before subscriptions to shares have been received, the directors may adopt an amendment to the articles. When an amendment or amended articles are adopted by the incorporators, the certificate shall be signed by each of them. PLEASE FOLLOW THESE INSTRUCTIONS WHEN BOX 1 OR 2 IS CHECKED Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the incorporators or directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and thereupon the articles shall be amended accordingly, any change of shares provided for in the amendment or amended articles shall become effective, and amended articles shall supercede the existing articles. 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