Jts. STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATION INTO FOREIGN CORPORATION

Transcription

1 Jts. State of Delaware Secretary of State Division of Corporations Delivered 11:00 AH 01/28/2011 FILED 11:00 AM 02/05/2011 SRV FILE STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATION INTO FOREIGN CORPORATION Pursuant to Title 8, Section 252 ofthe Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of each constituent corporation is Ramoil Management, Ltd., a Wyoming corporation, and Ramoil Management, Ltd., a Delaware corporation. SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8, Section 252. THIRD: The name of the surviving corporation Ramoil Management, Ltd., a Wyoming corporation. FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. FIFTH: The merger is to become effective on January P for accounting purposes only. SIXTH: The Agreement of Merger is on file at 1101 Center St., Evanston, WY, 82931, the place of business of the surviving corporation. SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations. EIGHT: The surviving corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the surviving corporation arising from this merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the Delaware General Corporation laws, and irrevocably appoints the Secretary of State of Delaware as its agent to accept services of process in any such suit or proceeding. The Secretary of State shall mail any such process to the surviving corporation at 1101 Center St., Evanston, WY, IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the5th day of February, A.D., By: (Authorized Officer) Name: Michael Goeree Title: President & Secretary

2 RAMOIL MANAGEMENT, LTD. a Delaware Corporation MAJORITY BY WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF A SPECIAL MEETING OF SHAREHOLDERS The majority of shareholders constituting a quorum of Ramoil Management, Ltd., a Delaware corporation (the "Company or Corporation"), having waived all notice ofthe time, place orpurpose ofa special meeting, hereby consent to, approve and adopt the following actions taken as a resolutions approved by the directors the Corporation and proposed to be approved and voted upon by a majority stockholders ofthe Corporation by majority written consent, without the necessity ofa regularly called meeting, pursuant to the Company's Bylaws and provisions ofthe Delaware General Corporation laws; wherein a majority of shareholders constituting a quorum may approve an action of the shareholders without calling for a regular or special meeting of all shareholders and hereafter adopt and accept the following business as recited, proposed and resolved hereafter; RECITALS: WHEREAS, the board of directors as now constituted has taken the necessary steps to: 1) form a corporation of like name in the State of Wyoming, and 2) has proposed to change its state of domicile from the State of Delaware to the State of Wyoming; and 3) has proposed to accept the Articles of Incorporation of the Wyoming corporation as the superseding articles of the Corporation, and 4) has adopted a document known as the "Articles and Agreement of Merger", with SubHeading, "Plan of Merger", which is to be executed by the President and Secretary of the Corporation upon majority shareholder consent as approved by the directors; therefore RESOLVED that; 1) The Wyoming corporation of like name, shall be the surviving corporation of the merger and the Articles of incorporation of the Wyoming company shall be adopted as the Articles of Incorporation of the Corporation upon the effective date. 2) the present board of directors and officers as constituted of the Delaware corporation, upon the filing of the "Articles and Agreement of Merger and Plan of Merger" with the State of Wyoming, shall effective immediately upon filing, be the same directors and officers as those constituted in the Delaware corporation and upon such filing, 3) the existence of the Delaware corporation shall cease to exist, but all of the rights, privileges and powers as held in the Delaware corporation shall transferred and be conveyed to the Wyoming corporation upon the effective date of the Merger and inure to the benefit of the shareholders of the Delaware corporation who shall exchange their shares in the Delaware

3 RAMO corporation for like shares in the Wyoming corporation with the Wyoming corporation as survivor. 4) The directors as then constituted shall remain so until or upon their resignation and election of the same or superseding directors at the next annual or special meeting of shareholders. RESOLVED, that the officers and directors of the Corporation, and each of them, be and they are hereby authorized and directed to execute and deliver all such consents, certificates, assignments, agreements, and all other instruments and to do all such acts, for and in the name and on behalf of the Corporation as may be necessary or convenient in order to carry out the purposes of the foregoing within the State of Delaware and the State of Wyoming. This Consent of a majority of shareholders shall be filed with the minutes of the Corporation and the signature page may be signed Severally, by the shareholders of the Corporation. The Undersigned having approved of the foregoing actions as recited, and proposed to be resolved, has executed this Written Consent signifying his/her approval, as his/her sole act and deed and is acceptable either as an original or facsimile of the same uponreceipt by the Corporation, Dated this Signature } ( day of January, t y^m^' /^^LcPC^^ flu^ yi&khj Common Shares % 97,515, Printed Name Michael J. Goeree HosseinMahdavi Mina Mahdavi Dynamic Design Solutions, LLC 114,056, majority consent Whereas 200,000,000 Common Shares are Authorized, ofwhich, 200,000,000 are Issued & Outstanding

4 V ^i*4*kkje<5^ ^U- w, LLC. RAMOIL MANAGEMENT, LTD. a Delaware Corporation MAJORITY BY WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF A SPECIAL MEETING OF SHAREHOLDERS The majority ofshareholders constituting a quorum oframoil Management, Ltd., a Delaware corporation (the "Companv or Corporation"! having waived all notice ofthe time, place or purpose ofa special meeting, hereby consent to, approve and adopt the following actions taken asa resolutions approved by the directors the Corporation and proposed to be approved and voted upon by a majority stockholders ofthe Corporation by majority written consent, without the necessity ofa regularly called meeting, pursuant to the Company's Bylaws and provisions ofthe Delaware General Corporation laws; wherein a majority of shareholders constituting a quorum may approve an action of the shareholders without calling for a regular or special meeting ofall shareholders and hereafter adopt and accept the following business as recited, proposed and resolved hereafter; RECITALS: WHEREAS, the board ofdirectors as now constituted has taken the necessary steps to: 1) form a corporation of like name in the Stateof Wyoming, and 2) has proposed to change its state of domicile from the State of Delaware to the State of Wyoming; and 3) has proposed to accept the Articles of Incorporation of the Wyoming corporation as the superseding articles of the Corporation, and 4) has adopted a document known as the "Articles and Agreement of Merger", with SubHeading, "Plan of Merger", which is to be executed by the President and Secretary of the Corporation upon majority shareholder consent as approved by the directors; therefore RESOLVED that; 1) TheWyoming corporation of like name, shall be the surviving corporation of the merger and the Articles of Incorporation of the Wyoming company shall be adopted as the Articles of Incorporation of the Corporation upon the effective date. 2) the present board of directors and officers as constituted of the Delaware corporation, upon the filing of the "Articles and Agreement of Merger and Plan of Merger" with the State of Wyoming, shall effective immediately upon filing, be the same directors and officers as those constituted in the Delaware corporation and upon such filing, 3) the existence of the Delaware corporation shall cease to exist, but all of the rights, privileges and powers as held in the Delaware corporation shall transferred and be conveyed to the Wyoming corporation upon the effective date of the Merger and inure to the benefit of the shareholdersof the Delaware corporation who shall exchange their shares in the Delaware

5 ! RAMO corporation for like shares in the Wyoming corporation with the Wyoming corporation as survivor. 4) The directors as then constituted shall remain so until or upon their resignation and election of the same or superseding directors at the next annual orspecial meeting ofshareholders. RESOLVED, that the officers and directors of the Corporation, and each ofthem, be and they are hereby authorized and directed to execute and deliver all such consents, certificates, assignments, agreements, and all other instruments and to do all such acts, for and in the name and on behalf of the Corporation as may be necessary or convenient in order to carry out the purposes ofthe foregoing within the State of Delaware and the State of Wyoming. This Consent ofa majority ofshareholders shall be filed with the minutes ofthe Corporation and the signature page may be signed Severally, by the shareholders of the Corporation. The Undersigned having approved of the foregoing actions as recited, andproposed to be resolved, has executed this Written Consent signifying his/her approval, as his/her sole act and deed and isacceptable either as an original orfacsimile of the same upon receipt by the Corporation, Dated this // day of January, Signature -^- ^C»v~<_ ydnt^^cis^-^ Common Shares % Printed Name 97,515, Michael J. Goeree Hossein Mahdavi Mina Mahdavi Dynamic Design Solutions, LLC 114,056, majority consent Whereas 200,000,000 Common Shares areauthorized, ofwhich, 200,000,000 are Issued & Outstanding

6 RAMOIL MANAGEMENT, LTD. a Delaware Corporation - DIRECTORS MEETING - MINUTES OF THE DIRECTORS MEETING REPRESENTING A MAJORITY BY WRITTEN CONSENT OF THE DIRECTORS IN LIEU OF REGULARLY CALLED MEETING OF DIRECTORS The majority of Directors constituting a quorum of Ramoil Management, Ltd., a Delaware corporation (the "Company"), having waived all notice of the time, place orpurpose of a special meeting, hereby consent to, approve and adopt the following actions pursuant to the Company's Bylaws and provisions of the Delaware General Corporation laws, wherein a majority of the Directors may approve an action of the Directors without calling for a regular or special meeting directors and hereafter adopt and accept the following business as recited, proposed and resolved hereafter; RECITALS: WHEREAS, the board of directors as now constituted has taken the necessary steps to: 1) form a corporation of like name in the State of Wyoming, and 2) has proposed to change in its state of domicile from the State of Delaware to the State of Wyoming; anuj 3) has proposed to accept the Articles of Incorporation of the Wyoming corporation as the superseding article of the Corporation, and 4) has adopted a document known as "Articles and Agreement of Merger", with Sub-heading, "Plan of Merger", which is to be executed by the President and Secretary of the Corporation upon majority shareholder consent; therefore 5) The Directors propose the items as recited herein and as proposed to be resolved and to be voted upon by a majority of the shareholders by written consent, as follows: RESOLVED that; 1) The present board of directors and officers as constituted of the Delaware corporation, upon the filing of the "Articles and Agreement of Merger and Plan of Merger" with the State of Wyoming, shall effective immediately upon filing, be the same directors and officers as those constituted in the Delaware corporation and upon such filing, and 2) the existence of the Delaware corporation shall cease to exists, but all of the rights, privileges and powers as held in the Delaware corporation shall transferred and be conveyed to the Wyoming corporation upon the effective date of the Merger and inure to the benefit of the shareholders of the Delaware corporation who shall exchange their shares in the Delaware corporation for like shares in the Wyoming corporation, with such exchange being mandatory

7 Directors Meeting RAMO and the Wyoming corporation shall be the survivor of the merger, and 3) The directors as then constituted shall remain so, until or upon their resignation and election of the same or of superseding directors at thenext annual or special meeting of shareholders. RESOLVED, that the officers of the Corporation, and each of them, be and they are hereby authorized and directed to execute and deliver all such consents, certificates, assignments, agreements, and all other instruments and to do all such acts, for and in the name and on behalfof the Corporation as may be necessary or convenient in order to carry out the purposes of the foregoing within the State of Delaware and the State of Wyoming. This Consent of a majority of Directors shall be filed with the minutes of the Corporation and may be signed Severally. The Undersigned pirector(s), has executed this Written Consent, as his/her sole act and deed and is acceptable either as an original or facsimile of the same upon receipt by the Corporation, Dated this P~ M day of January, Signature Printed Name Ai/cAafc/ Cybtfttt Director ^^vicd ^ y><s> Director