Hm....GS Wind is a GS Energy Subsdiary?
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
GS WIND, INC.
INTO
GS AGRIFUELS CORPORATION
GS Wind, Inc., a corporation organized and existing under the laws of the
State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That it was organized pursuant to the provisions of the General
Corporation Law of the State of Delaware on the 23rd day of May, 2006.
SECOND: That it owns 90% of the outstanding shares of capital stock of GS
AgriFuels Corporation, a corporation organized pursuant to the provisions of the
General Corporation Law of the State of Delaware on the 17th day of February,
2000.
THIRD: That its Board of Directors held a meeting on February 28, 2008, at
which it determined to merge the corporation into said GS AgriFuels, and did
adopt the following resolutions:
RESOLVED, that this corporation, GS Wind, Inc., merge itself into GS
AgriFuels Corporation, which GS AgriFuels Corporation assumes all of the
obligations of GS Wind, Inc.
FURTHER RESOLVED, that the terms and conditions of the merger are as
follows:
Upon the merger becoming effective, each outstanding share of common
stock of GS AgriFuels Corporation held of record by shareholders other than
GS Wind, Inc. shall cease to be outstanding, and such shareholders of
record shall be entitled to receive from GS AgriFuels Corporation, as the
surviving corporation in the merger, the sum of Fifty Cents ($.50) per
share, without any further action on the part of said shareholder, and each
outstanding share of common stock of GS AgriFuels Corporation owned by GS
Wind, Inc. shall cease to be outstanding and shall be converted into one
share of common stock of GS AgriFuels Corporation, a certificate for which
shall be issued to the sole shareholder of GS Wind, Inc.
FURTHER RESOLVED, that the consent of the sole shareholder of GS Wind,
Inc. to a resolution in favor of this merger shall be promptly solicited.
FOURTH: That this merger has been approved by the written consent of the
holder of a majority of the outstanding shares of GS Wind, Inc., acting by
written consent in lieu of meeting in accordance with Section 228 of the General
Corporation Law.
FIFTH: That the effective date of this merger shall be February 29, 2008 at
5:00 P.M.
IN WITNESS WHEREOF, said parent corporation has caused this Certificate to
be signed by an authorized officer this 29th day of February, 2008.
By: /s/ Kevin Kreisler
-----------------------------
Kevin Kreisler
Chief Executive Officer
