Certificate Of Merger Of Domestic Limited Liability Company Into Foreign Corporation

Delaware Division of Corporations 401 Federal Street Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Merger Dear Sir or Madam: Attached please find a Certificate of Merger form to be filed in accordance with the General Corporation Law and the Limd Liability Comite pany Act of the State of Delaware. The fee to file the Certificate of Merger is a minimum of $100.00. You will receive a stamped Filed copy of your submitted document. A certified copy may be requested for an additional $30. Expedited services are available. Please contact our office concerning these fees. Contact our Franchise Tax Section concerning taxes due on any Delaware entities merging out of existence. A check for the tax payment and the filing/assessment fee must accompany the Certificate for filing. Please make your check payable to the Delaware Secretary of State. For the convenience of processing your order in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please dont hesitate to call us at (302)739- 3073. S incerely, D epartment of State Division of Corporations encl. rev. 07/04 <<<<<<<<<********>>>>>>>>>>>>> 2 STATE OF DELAWARE CERTIFICATE OF MERGER OF A DOMESTIC LIMITED LIABILITY COMPANY INTO A FOREIGN CORPORATION Pursuant to Title 6, Section 18-209 ofDelaware Lim the ited Liability Company Act. First: The name of the surviving Corporation is ________________________________ ____________________________________________________, a Foreign Corporat ion. Second: The jurisdiction in which this Corporation was formed is___________________. Third: The name of the Limited Liability Compny being merged into the Corporation is a_______________________________________________________, a Delaware Limited Liability Company. Fourth: The agreement of merger or consolidation has been approved and executed by each of the business entities which is to merge or consolidate. Fifth: The name of the surviving foreign Corporation is __________________________ ___________________________. Sixth: An agreement of merger or consolidation is on file at a place of business of the surviving foreign Corporation and the address thereof is ________________________ _____________________________________________________________________. Seventh: A copy of the agreement of merger or consolidation will be furnished by the surviving foreign corporation, on request and without cost, to any member of any domestic limited liability compperson holding an interest in any other any or any business entity which is to merge or consolidate. Eighth: The surviving foreign Corporation agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of any domestic limited liability company which is to merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and the address to which a copy of such process shall be mailed to by the Secretary of State is ___________________________________ ____ _______________________________________________________________________ _______________________________________________________________________. <<<<<<<<<********>>>>>>>>>>>>> 3 IN WITNESS WHEREOF, said Foreign Corporation has caused this certificate to be signed by its authorized officer, this _______________day of ______________, A.D.,____. By:___________________________ A uthorized Officer Name:_________________________ P rint or type