Certificate of Ownership and Merger Sample Contracts

RARE MEDIUM GROUP, INC.
Certificate of Ownership and Merger • March 30th, 2004 • Skyterra Communications Inc • Communications services, nec

SECOND: The Corporation owns 100% of the outstanding shares of each class of the capital stock of SkyTerra Communications, Inc., a Delaware corporation (the "Subsidiary").

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CERTIFICATE OF OWNERSHIP AND MERGER Of PDMI Subsidiary B, Inc. (a Delaware corporation) into Pro-Dex Management, Inc. (a California corporation)
Certificate of Ownership and Merger • September 28th, 2004 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies

Pro-Dex Management. Inc. ("Foreign Parent"), a corporation organized and existing under Laws of the State of California, does hereby certify:

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