MARVIN MANDEL, Governor

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(III) IF THE CORPORATION IS REGISTERED OR
QUALIFIED TO DO BUSINESS IN THIS STATE, THE DATE OF ITS
REGISTRATION OR QUALIFICATION;

(4) EACH COUNTY IN THIS STATE WHERE:

(I)  EACH CORPORATION PARTY TO THE ARTICLES HAS
ITS PRINCIPAL OFFICE; AND

(II)   ANY OF THE PARTIES OTHER THAN THE
SUCCESSOR OWNS AN INTEREST IN LAND;

(5)      IF THE SUCCESSOR IS A FOREIGN
CORPORATION:

(I)  THE LOCATION OF ITS PRINCIPAL OFFICE IN
THE PLACE WHERE IT IS ORGANIZED; AND

(II)   THE NAME AND ADDRESS OF ITS RESIDENT
AGENT IN THIS STATE;

(6)   A STATEMENT THAT THE TERMS AND CONDITIONS
OF THE TRANSACTION SET FORTH IN THE ARTICLES WERE
ADVISED, AUTHORIZED, AND APPROVED BY EACH CORPORATION
PARTY TO THE ARTICLES IN THE MANNER AND BY THE VOTE
REQUIRED BY ITS CHARTER AND THE LAWS OF THE PLACE WHERE
IT IS ORGANIZED, AND A STATEMENT OF THE MANNER OF
APPROVAL; AND

(7)   EVERY OTHER PROVISION NECESSARY TO EFFECT
THE CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS.

(B) CONSOLIDATIONS - ADDITIONAL PROVISIONS.

IN ADDITION TO THE REQUIREMENTS OF SUBSECTION (A) OF
THIS SECTION, ARTICLES OF CONSOLIDATION SHALL INCLUDE:

(1)    EVERY MATTER AND FACT REQUIRED TO BE
STATED IN ARTICLES OF INCORPORATION EXCEPT THE PROVISIONS
ABOUT INCORPORATORS;

(2)   AS TO EACH CORPORATION PARTY TO THE
ARTICLES:

(I)    THE TOTAL NUMBER OF SHARES OF STOCK OF
ALL CLASSES WHICH THE CORPORATION HAS AUTHORITY TO ISSUE;

(II)   THE NUMBER OF SHARES OF STOCK OF EACH
CLASS;

(III)   THE PAR VALUE OF THE SHARES OF STOCK OF
EACH CLASS OR A STATEMENT THAT THE SHARES ARE WITHOUT PAR
VALUE; AND