Certificate Of Merger {551}

Page 1 of 9Form 551Last Revised: 06/2019 Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Filing Form Cover LetterPlease return the approval certificate to: Address: City: ZIP Code: Phone Number: E-mail Address: Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding Business Services. Check here if you would like to be signed up for our Filing Notification System for the business entity being created or updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your business record. Please make checks or money orders payable to: "Ohio Secretary of State" Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW) Regular Service: Only the filing fee listed on page one of the form is required and the filing will be processed in approximately 3-7 business days. The processing time may vary based on the volume of filings received by our office. Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 2 business days after it is received by our office. Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 1 business day after it is received by our office. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00 p.m. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The Preclearance will be complete within 1-2 business days. Name (Individual or Business Name): To the Attention of (if necessary): State American LegalNet, Inc. www.FormsWorkFlow.com Page 2 of 9Form 551Last Revised: 06/2019Toll Free: 877.767.3453 Central Ohio: 614.466.3910 OhioSoS.gov business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two business day processing time. Requires an additional $100.00) P.O. Box 1390 Columbus, OH 43216 Certificate of Merger Filing Fee: $99 (154-MER) Forms Must Be TypedIn accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan associations, limited liability companies, partnerships, limited partnerships and/or limited liability partnerships, desiring to effect a merger, set forth the following facts I. (Surviving) Entity A. Name of Entity Surviving the Merger B. Name Change: As a result of this merger, the name of the surviving entity has changed to the following C. The surviving entity is a (Please check the appropriate box and fill in the appropriate blanks) 1. Jurisdiction of formation 2. Charter/Registration/License Number (If licensed in Ohio as domestic or foreign) 3. (Complete only if name of surviving entity is changing through the merger) Domestic (Ohio entity) Foreign (Non-Ohio Entity) For-Profit Corporation Nonprofit Corporation For-Profit Limited Liability Company Nonprofit Limited Liability Company Partnership Limited Partnership Limited Liability Partnership Unincorporated Nonprofit Association Form 551 Prescribed by: For screen readers, follow instructions located at this path. American LegalNet, Inc. www.FormsWorkFlow.com Page 3 of 9Form 551Last Revised: 06/2019 II. CONSTITUENT ENTITY Provide the name, Ohio charter/license/registration number, type of entity, jurisdiction of formation, for each entity merging out of existence. (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the additional merging entities). Entity Name Ohio Charter/License/ Jurisdiction Type of Registration Number of Formation Entity III. MERGER AGREEMENT ON FILE The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the merger agreement upon written request IV. EFFECTIVE DATE OF MERGER This merger is to be effective on (The date specified must be on or after the date of the filing. If no date is specified, the date of filing will be the effective date of the merger). V. MERGER AUTHORIZED Each constituent entity has complied with the laws under which it exists and the laws permit the merger. The agreement of merger is authorized on behalf of each constituent entity and each person who signed the certificate on behalf of each entity is authorized to do so. Name Mailing Address City Zip Code State American LegalNet, Inc. www.FormsWorkFlow.com Page 4 of 9Form 551Last Revised: 06/2019 VI. STATEMENT OF MERGER Upon filing this Certificate of Merger, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity. VII. STATUTORY AGENT - To be filed ONLY if the surviving entity is a foreign entity not licensed in Ohio. If the surviving entity is a foreign entity NOT licensed to transact business in Ohio, provide the name and address of a statutory agent upon whom any process, notice or demand may be served. VIII. AMENDMENTS If a domestic corporation, limited liability company or limited partnership survives the merger, any amendments to the entity's articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger. IX. REQUIREMENTS OF CORPORATIONS MERGING OUT OF EXISTENCE If a domestic corporation or foreign corporation licensed to transact business in Ohio is a constituent entity and the surviving entity is not a domestic corporation or foreign corporation to be licensed in Ohio, the certificate of merger must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 division (G) of section 1702.47 of the Revised Code with respect to each domestic constituent corporation, and/or by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code with respect to each foreign constituent corporation licensed to transact business in Ohio. X. QUALIFICATION OR LICENSE OF FOREIGN SURVIVING ENTITY A surviving foreign entity that wishes to qualify in Ohio as part of the merger must file an additional form, as listed below, but no additional filing fee is required. Foreign Qualifying Corporation - Form 530A or B and Certificate of Good Standing Foreign Notice (if qualifying entity is a foreign bank, savings bank, or savings and loan association) - Form 552 Foreign Qualifying Limited Liability Company - Form 533B Foreign Qualifying Limited Partnership - Form 531B Foreign Qualifying Limited Liability Partnership - Form 537 and Evidence of Existence in Jurisdiction of FormationIf you are amending the total number of shares, please complete this box so the appropriate filing fee is charged. Amendments are attached No Amendments With the submission of this amendment, NEW total number of shares: Total number of shares previously listed in the Articles or other Amendments with the Ohio Secretary of State: Name of Statutory Agent Mailing Address City State ZIP Code American LegalNet, Inc. www.FormsWorkFlow.com Page 5 of 9Form 551Last Revised: 06/2019 Name of entity Signature Title Title Signature Name of entity Title Signature Name of entityThe undersigned constituent entities (constituent entities include all merging and surviving entities) have caused this certificate of merger to be signed by their duly authorized off