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STATE OF DELAWARE <br />SECRETARY OF STATE <br />DIVISION OF CORPORATIONS <br />FILED 12.49 AM 1212012001 <br />020642862 - 2099077 <br />CERTIFICATE OF OWNERSHIP AND MERGER <br />MERGING <br />WESTERN-MOBILE NORTHERN, INC. <br />(a Delaware corporation) <br />INTO <br />WESTERN MOBILE, INC. <br />(a Delaware corporation) <br />Pursuant to Section 253 of the <br />Delaware General Corporation Law <br />WESTERN MOBILE, INC. ("Western"), a corporation organized and existing under the <br />laws of the State of Delaware, does hereby certify that: <br />FIRST: Western was organized pursuant to the provisions of the Delaware General <br />Corporation Law on August 18, 19W <br />SECOND: Western owns all of the outstanding shares of the capital stock of Western- <br />Mobile Northern, Inc- ("Northern"), a corporation organized pursuant to the provisions of the <br />Delaware General Corporation Law on May 9,1989. <br />THIRD: Attached hereto as Exhibit A is a copy of a unanimous written consent of the <br />directors of Western dated November 15, 2001, pursuant to which the board of directors of Western <br />has determined to merge Northern with and into Western in accordance with Section 253 of the <br />Delaware General Corporation Law. <br />FOURTH: Western will survive the merger and its Articles of Incorporation will not be <br />changed or amended as a result of the merger. <br />FIFTH: The merger will become effective on December 31, 2001 at 4:55 p.m, <br />eastern standard time. <br />SIXTH: The executed agreement of merger is on file at Western office located at: <br />12.950 Worldgate Drive, Suite 500 <br />Hemdon, Virginia 20170