EFTA00307914.pdf

STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on July 8, 2011. Daniel E. Shapiro First Deputy Secretary of State Rev. 06/07 EFTA00307914 1107o8000001 New York State Department of Stale Division of Comocat ions, State Records and Uniform Commercial Code APPLICATION FOR AUTHORITY OF Adtin Solutions. Inc. Ihnaw comonne Name) Under Section 1304 of the Business Corporation Law FIRST: the name of the corporation is: Adlin Solutions, Inc. If the name does not contain a required word or abbreviation indicating corporate character pursuant to § 301 of the Business Corporation Law, the corporation agrees to add the word or abbreviation to the end of its name for use in this state. (Do not complete this seclion unless the corporation's true name is not available pursuant to §30/ or § 302 tithe Business Corporation Law.) The fictitious name under which the corporation will do business in New York is: SECOND: The jurisdiction in which the corporation was organized is: Delaware The date of its incorporation is: 04/25/2011 THIRD: This corporation is fanned to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. FOURTH: The county within this state in which the office of the corporation is to be located is: New York County (A county in New York State must he stated. Please note that the corporation is not required to have an actual Amityl office in this state.) DOS-13354i (Rev. 051101 Pogo 1 of 3 EFTA00307915 (Slgoustaire) FIFTH: The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served. The address to which the Secretary of Stale shall mail a copy of any process accepted on behalf of the corporation is: do Corporate Creations Network Inc. 15 North Mill Street Nyack. NY 10960 SIXTH: (Check the statement that applies.) The foreign corporation has not since its incorporation or since the date its authority to do business in New York was last surrendered, engaged in any activity in this state. the consent of the State Tax Commission is attached. W. Phillip Palmisano Mime QI Wpm.) Spedal Secretary /Tide JSigner) 0O5.133541 (Rev.05110) Page 2 013 EFTA00307916 tin ios000 oot APPLICATION FOR AUTHORITY OF Adfin Solutions, Inc. MPlen etarperate Name) Under Section 1304 of the Business Corporation Law Filed by: Corporate Creations International Inc. (Name) 11380 Prosperity Farms Road $9221E ililike•O Palm Beach Gardens, FL 33410 Wilt Stair and Zip Ciao AIAlpr all/IM triln Ur t Noir 'this limn was preporod by the New York State Dethirtioent of State for filing an application for authority fix' business torpuration. It does not contain all optional provisions under the law. You arc nd required to use this form. You may draft your lotin or use Rums available at legal stationery stores. The Dcpstiment of Slate iccommends that legal documents be icpaied tinder It: guidance 0! an attorney. Annexed to the application for authority must be a Verdi:ate of Existence r -from the official who files and maintains iacerporation records In the Jurisdiction of the corporation's incorporation. ..—(Pkase note: This official is generally the Secretary of State and many Jurisdictions refer to the Certificate of Existence k.,As • Certificate of Good Standing.) The application must be submitted with a 5223 filing fee. Checks should be made pa able to the Deponment ofSiatc. l(Ftsf Office Use Only) CO es DOS-133544 (Rev 05110) 14X 81: "-- 001 Paw 3 at 3 EFTA00307917 Delaware 'The First State PAGE I I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "ADFIN SOLUTIONS, INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE FIFTH DAY OF JULY, A.D. 2011. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "ADFIN SOLUTIONS, INC." WAS INCORPORATED ON THE TWENTY-FIFTH DAY OF APRIL, A.D. 2011. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES RAVE NOT BEEN ASSESSED TO DATE. 4973434 8300 110792275 You may vitrify this certificate Online at corp dal ***** gov/autliver. shear moNnfflicccsccmovrosug. AUTHENTICATION: 8381607 DATE: 07-05-11 EFTA00307918 State of Delaware Secretary of State Division of Corporations Delivered 05:25 PM 04/27/20)1 FILED 05:24 PM 04/27/2011 SRV 110464051 - 4973434 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of die State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of AdFin Services, Inc. resolutions were duly 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 setting forth the proposed amendment is as follows: RESOLVED, that the Cenificate of Incorporation of this corporation be amended by changing the Article thereof numbered " 1 " so that, as amended, said Article shall be and read as follows: The name of this corporation is AdFin Solutions, Inc. 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 WHEREOF, said corporation has caused this can't-mate to be signed this 27th day of April , 2011 By Authorized Officer Title: Special Secretary Name: R. Phillip Palmisano Print or Type EFTA00307919