Attachment Art of Incorporation

This document pretains to ROA-NEW-20121027-00001 for New Application on a Recognized Operating Authority filing.

IBFS_ROANEW2012102700001_973148

Division of Corporations - General Information - Entity Details https://delecorp.delaware.gov/tin/controller Frequently Asked Questions View Search Results Summary of Charges Logout Entity Details Incorporation Date / 11/21/1991 File Number: 2279682 Formation Date: (mm/dd/yyyy) Entity Name: AIR STELLAR, INC. Entity Kind: CORPORATION Entity Type: GENERAL Residency: DOMESTIC State: DE GOOD Status: Status Date: 08/03/2012 STANDING TAX INFORMATION Last Annual Report Filed: 2010 Tax Due: $ 0.00 Annual Tax Assessment: $ 0.00 Total Authorized Shares: 3,000 REGISTERED AGENT INFORMATION Name: THE CORPORATION TRUST COMPANY Address: CORPORATION TRUST CENTER 1209 ORANGE ST City: WILMINGTON County: NEWCASTLE State: DE Postal Code: 19801 Phone: (302)658-7581 FILING HISTORY f Last 5 Filings) ... - Filing Date Effective Date S_£g, Document Code Description No. of pages ' , ~,, Filing Time i«« r " (mm/dd/yyyy) * (mm/dd/yyyy) 0312V Renewal for Void 08/03/2012 13:34 08/03/2012 2 0240 Amendment; Domestic 1 12/19/2006 08:00 12/19/2006 Former Name: ELLIPSO PRIVATE HOLDINGS, INC. 0245S Restated; Stock 12/07/1998 09:00 12/07/1998 0250S Merger; Survivor 05/19/1998 09:00 05/19/1998 0250S Merger; Survivor 05/12/1998 09:00 05/12/1998 Back to Entity Search | of 2 10/26/20123:31 PM

State of Delaware Office of the Secretary of State **** } I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "DCLP, INC.", CHANGING ITS NAME FROM "DCLP, INC." T.O "ELLIPSO PRIVATE HOLDINGS, INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF APRIL, A.D. 1998, AT 9 O‘CLOCK A.M. Edward J. Freel, Secretary of State 8100 AUTHENTICATION: 9030034 2279682 DATE: 04—16—98 981145240

STATE OF DELAWARE SECRETARY OF S DIVISION OF CoRPO FILED 09:00 AM 04, 05. 1998 981145240 — 227 $662 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DCLP, INC. a Delaware Corporation Pursuant to § 242 and 245 of the General Corporation Law of the State of Delaware DCLP, Inc., a corporation incerporated under the General Corporation Law of the State of Delaware (the "DGCL"), hereby amends and restates its Certificate of Incorporation, which was originally filed with the Secretary of State of the State of Delaware on November 21, 1991. 1. This Amended and Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation, and has been duly adopted in accordance with Sections 242 and 245 of the DGCL. 2. This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of this corporation, subject to the approval of the stockholders, in accordance with Sections 242 and 245 ofthe DGCL. 2. This Amended and Restated Certificate of Incorporation was approved by holders of a majority of the outstanding shares of common stock of this corporation in accordance with Sections 242 and 245 of the DGCL. 4. This Amended and Restated Certificate of Incorporation shall become cffective upon its filing with the Secretary of the State of Delaware. FIRST: The name of the Corporation (hereinafter called the "Corporation") is Ellipso Private Holdings, Inc. SECOND: The address of the Corporation‘s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 74%

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Five Million (5,000,000), par value $.0001 per share, all of which shall be designated "Common Stock." FIFTH: The Corporation is to have perpetual existence. SIXTH: Whenever a compromise or armangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the Simte of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders ofthis Corporatian, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three—fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, ofthis Corporation, as the case may be, and also on this Corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation, and regulation of the powers of the Corporation and of its directors and ofits stockholders or any class thereof, as the case may be, it is further provided: i. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in the By—laws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot. 2. After the original or other By—laws of the Corporation have been adopted, amended, or repealed, as the case may be, in sccordance with the provisions of § 109 of the DGCL, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By—laws of the Corporation may be exercised by the Board of Directors of the Corporation; provided, however, that any provision for the classification of directors of the Corporation for staggered terms pursuant —3%

to the provisions of subsection (d) of § 141 of the DGCL shall be set forth in an inital By—law or in a By—law adopted by the stockholders of the Corporation entitled to vote unless provisions for such classification shall be set forth in this Certificate of Incorporation. 3. Whenever the Corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the Corporatian shall be authorized to issue more than one class of siock, no outstanding share of smy class of stock which is denied voting power under the provisions of the Certificate of Incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the DGCL shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. EIGHTH: The personal liability of the directors of the Corporation is hereby climinated to the fullest extent permitted by the provisions of paragraph (7) of subscction (b) of § 102 of the DGCL, as the same may be amended and supplemented. NINTH: The Corporation shall, to the fullest extent permitted by the provisions of § 145 of the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under mdmonfiommdqnnslmymixll of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemned exclusive of any other rights to which those indemnified may be entitled under any By—law, agreement, vote of stockbolders or disinterested directors or otherwise, both as to action in his official capacity and as to actin in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. TENTH: From time to time any of the provisions of this Certificate of Incorporstion may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time of force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockbolders ofthe Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article TENTH.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate to be signed by its duly authorized officer thisqr}day of April , 1998. id Castiel President DC02/0127604.03

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law ofthe State of Delaware does hercby cert FIRST‘That at a meeting ofthe Board of Directors o_ e Liso Provel® HeQdiag» e resolutions werd dily adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.. The resolution seting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered " [A 4 I " so that, as amended,saldAmcleshallbe d read as follows p l paue éffinkm Cm tinm shad S Pmr rellac The addac ,szflfl fe. uttio Husechustts As ww Wt% NC >eel@ 435 SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, IN WITNESS WHEREOE, said comporation has caused this certiate to be signed this [4 7 dy of DecewbeC 2006 . &5: /;é@C Au'.hnnzcd Officer &o_ Tite: 5g4« Nume: Dreow _Castie Print or Type

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Document Created: 2012-10-26 21:52:48
Document Modified: 2012-10-26 21:52:48
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