CERTIFICATE OF MERGER
OF CALIPSO, INC.
AND
KNOWLEDGE FOUNDATIONS, INC.
Under Section 251 of the General Corporation Law
of the State of Delaware
Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, the undersigned hereby certify to the following information
relating to the merger (the "Merger") of Knowledge Foundations, Inc., a
Delaware corporation ("Disappearing Corporation")with and into Calipso, Inc.,
a Delaware corporation ("Surviving Corporation").
1. The names and states of incorporation of Surviving Corporation and
Disappearing Corporation, which are the constituent business corporations
participating in the Merger (the "Constituent Corporations"), are:
Name State
Calipso, Inc. Delaware
Knowledge Foundations, Inc. Delaware
2. An Agreement of Merger (the "Merger Agreement") setting forth the terms
and conditions of the Merger has been approved, adopted, certified, executed
and acknowledged by each of the Constituent Corporations in accordance with
the provisions of Section 251 of the General Corporation Law of the State of
Delaware and approved by the requisite number of stockholders of Surviving
Corporation and the requisite number of stockholders of Disappearing
Corporation.
3. The name of Surviving Corporation shall be changed from Calipso, Inc. to
Knowledge Foundations, Inc.
4. The Certificate of Incorporation of Calipso, Inc., a Delaware
corporation, Surviving Corporation, as herein amended, shall be the
Certificate of Incorporation of Surviving Corporation until further amended
and changed pursuant to the provisions of the General Corporation Law of the
State of Delaware.
5. An executed Merger Agreement is on file at an office of Surviving
Corporation, which is located at 13525 Midland Road, Suite I, Poway,
California, 92064.
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6. A copy of the Merger Agreement will be furnished by Surviving
Corporation, on request and without cost, to any stockholder of any
Constituent Corporation.
IN WITNESS WHEREOF, each of Calipso, Inc. and Knowledge Foundations,
Inc. has caused this Certificate of Merger to be executed in its corporate
name by the President and attested to by its Secretary or Assistant
Secretary, who acknowledge that the facts stated in this instrument are true
and correct and this instrument is their respective word and deed, on this 17
day of August, 2000.
CALIPSO, INC.,
a Delaware corporation
By: /s/ Robert Ransom
Robert Ransom, President
Attest:
By: /s/ Robert Ransom
Robert Ransom, Secretary
KNOWLEDGE FOUNDATIONS, INC.,
a Delaware corporation
By: /s/ Michael Dochterman
Michael W. Dochterman, President
Attest:
By: /s/ Robert Dietrich
Robert A. Dietrich, Asst. Secretary
