Officers’ Certificate / Stock
Optron Scientific Company, Inc.
Certificate of Approval
of
Agreement of Merger
The undersigned certify that:
1. They are the president and the secretary, respectively, ofOptron Scientific Company, Inc., a California corporation.
2. The principal terms of the Agreement of Merger in the form attached were duly
approved by the board of directors and by the shareholders of the corporation by a
vote that equaled or exceeded the vote required.
3. The shareholder approval was by the holders of 100% of the outstanding shares of
the corporation.
4. There is only one class of shares and the number of shares outstanding entitled to
vote on the merger is Common.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this certificate are true and correct of our own knowledge.
Date: October 15, 2013
Optron Scientific Company, Inc.
/s/ Robert I. Goldstein
(Signature of President)
Robert I. Goldstein, President and CEO
/s/ Darian B. Andersen
(Signature of Secretary)
Darian B. Andersen, Secretary
Officers’ Certificate / Stock
US NUCLEAR ACQUISITION CORP.
Certificate of Approval
of
Agreement of Merger
The undersigned certify that:
1. They are the president and the secretary, respectively, ofUS NUCLEAR ACQUISITION CORP., a California corporation.
2. The principal terms of the Agreement of Merger in the form attached were duly
approved by the board of directors and by the shareholders of the corporation by a
vote that equaled or exceeded the vote required.
3. The shareholder approval was by the holders of 100% of the outstanding shares of
the corporation.
4. There is only one class of shares and the number of shares outstanding entitled to
vote on the merger is Common.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this certificate are true and correct of our own knowledge.
Date: October 15, 2013
US NUCLEAR ACQUISITION CORP.
/s/ Robert I. Goldstein
(Signature of President)
Robert I. Goldstein, President and CEO
/s/ Darian B. Andersen
(Signature of Secretary)
Darian B. Andersen, Secretary
Certificate of Ownership
US Nuclear Corp
The undersigned certify that:
1. They are thepresidentand thesecretary, respectively, ofUS Nuclear Corp., a Delaware corporation.
2. This corporation owns 100% of the outstanding shares of Optron Scientific Company, Inc., a California corporation.
3. The board of directors of this corporation duly adopted the following resolution:
RESOLVED, that this corporation merge US Nuclear Acquisition Corp., its
wholly-owned subsidiary corporation, into Optron Scientific Company, Inc. whereby it assumes all the obligations of US Nuclear Acquisition Corp. pursuant to California Corporations Code section 1110.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this certificate are true and correct of our own knowledge.
Date: October 15, 2013
US Nuclear Corp
/s/ Robert I. Goldstein
(Signature of President)
Robert I. Goldstein, President and CEO
/s/ Darian B. Andersen
(Signature of Secretary)
Darian B. Andersen, Secretary
