FILED - Oklahoma Secretary of State #1912014719 0712512003 09:47 CERTIFICATE OF INCORPORATION OF ULTIMATE CARWASHES, INC. For the purpose of forming a for-pro?t stock corporation under and by virtue of the Oklahoma General Corporation Act (the the following Certi?cate of Incorporation is hereby adopted: FIRST: Name. The name of this Corporation is ULTIMATE CARWASHES, INC. (hereinafter referred to as SECOND: Registered Agent and Of?ce. The name and street address of the Registered Agent of this Corporation in the State of Oklahoma and the street address of the Registered Of?ce of this Corporation in the State of Oklahoma, which is the same as the street address of its Registered Agent is, to-wit: Registered Agent, Address and Registered Of?ce: DARRELL W. THOMPSON 1126 Arlington Ada, OK 74820 THIRD: Term. The term of this Corporation shall be perpetual. FOURTH: Purpose. The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the ACT pursuant to the laws of the State of Oklahoma. FIFTH: Capital Stock. This Corporation is authorized to issue only one (1) class of shares of Capital Stock, to be designated ?Common Stock?. The total number of shares of Common Stock which this Corporation shall have authority to issue and the par value of each share of Common Stock are as follows, to-wit: Total Authorized Total Number of Shares Par Value of Each Share Capital Stock 2,000 $0.01 $20.00 SIXTH: Incorporator. The names and mailing addresses of the Incorporators are as follows, to-wit: Darrell W. Thompson Jeff G. Anderson 1126 Arlington 1126 Arlington . .Ada, OK 74820 Ada, OK 74820 97/25/2003 09:55 on OKLnHonn SECRETARY OF ED RECEN OK SEO. OF STATE 111111111111"111111111 4" SEVENTH: Directors. A. The names and mailing addresses of the persons are to serve as initial Directors of the Corporation until the first annual meeting of the Shareholders or until their successors are elected and quali?ed are as follows, to-wit: Darrell W. Thompson Jeff G. Anderson 1126 Arlington 1 126 Arlington Ada, OK 74820 Ada, OK 74820 The number of Directors of this Corporation may be increased or decreased pursuant to the By- Laws of the Corporation. B. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: (1) To adopt, amend or repeal the By-Laws of the Corporation. (2) To authorize and cause to be executed or granted mortgages, security interests and liens upon the real and personal property of the Corporation. (3) To set apart, out of any of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and to abolish to any such reserve in the manner in which it was created. EIGHTH: By-Laws. The By-Laws for the governing of this COrporation may be adopted, amended, altered, repealed or re-adopted by the Board of Directors at any stated or special meeting of such Board, but the powers of such Directors in this regard shall at all times be subject to the rights of the Shareholders to alter or repeal such By-Laws at any annual or special meeting of the Shareholders. NINTH: Amendment. This Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certi?cate of Incorporation, and other provisions authorized by the laws of the State of Oklahoma at the time may be added or inserted in this Certi?cate of Incorporation, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon Stockholders, Directors or other persons by and pursuant to this Certi?cate of Incorporation in its present form or as hereinafter amended are granted subject to the right reserved in this Section Nine. TENTH: Miscellaneous. A. To the extent permitted by law, no contract or transaction between the Stockholder and any one of its Directors or Of?cers, or between the C0rporation and any other corporation, partnership, association or other organization in which one or more of its Directors or Of?cers are Directors or Of?cers or have a ?nancial interest, shall be void or voidable solely for this reason, or solely because the Directors or Of?cers are present at or participate in the meeting of the Board or Committee thereof which authorizes the contract or transfer, or solely because of the Directors and Of?cers or their votes are counted for such purpose. B. The Board of Directors is expressly authorized to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, other than an action by or in the name of the Corporation, by reason of the fact that such person is or was a Director, Of?cer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Of?cer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys fees, judgments, ?nes and amounts paid in settlement to the extent and in the manner provided by the laws of the State of Oklahoma. Vi? icate of Incorporation on this DARRELL W. THOMPSON, IncoWator an ta (LN JEFFM Incorporator In Witness Whereof, we have signed this day of July, 2003, and we acknowledge the same be ou STATE OF OKLAHOMA SS. COUNTY OF PONTOTOC DARRELL W. THOMPSON and JEFF G. ANDERSON, being ?rst duly sworn, upon oath says that they are the Incorporators named her bove; that they have read the above and foregoing Certi?cate of Incorporation and that the things stated and set forth therein are true and correct based upon their best knowledge a beli f. w. THOMPSON JEFF QNDERSON Subscribed and sworn to before me this .7745 day of July, 2003. 7am Normv PUBLIC My Commission Expires: We, 07005 (SEAL) - . JAN HENRY Notary Publlc - State at Oklahoma Pontotoc County Commisslon 01007495 UltimateCarwashes/JHZ/Corp/03