Certificate Of Conversion (DE LP To Non-DE Entity)

Delaware Division of Corporations 401 Federal Street ­ Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Conversion from a Delaware Limited Partnership to a Non-Delaware Entity Dear Sir or Madam: Enclosed please find a form for a Certificate of Conversion from a Delaware Limited Partnership to a Non-Delaware Entity. The fee to file the Certificate of Conversion is $230.00. You will receive a certified copy of your document. Expedited services are available please contact our office concerning these fees. Delaware entities converting to any other non-Delaware entity must also pay all applicable taxes. Please contact our Franchise Tax Department for assistance. Please make any check payable to "Delaware Secretary of State". In order to process your request 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. For your convenience a cover sheet is available at the following link. http://www.state.de.us/corp/filingmemo.pdf. Please make sure you thoroughly complete all information requested on these forms. 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 don't hesitate to call us at (302) 7393073. Sincerely, Department of State Division of Corporations Rev 09/05 American LegalNet, Inc. www.USCourtForms.com STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A DELAWARE LIMITED PARTNERSHIP TO A NON-DELAWARE ENTITY PURSUANT TO SECTION 17-219 OF THE LIMITED PARTNERSHIP ACT 1.) The name of the Limited Partnership is________________________________ ________________________________________________________________. (If changed, the name under which it's certificate of limited partnership was originally filed:_______________________________________________________) 2.) The date of filing of its original certificate of limited partnership with the Secretary of State is _______________________________________________________________. 3.) The jurisdiction in which the business form, to which the limited partnership shall be converted, is organized, formed or created is ___________________________. 4.) The conversion has been approved in accordance with this section; 5.) The limited partnership may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the limited partnership arising while it was a limited partnership of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding. 6.) The address to which a copy of the process shall be mailed to by the Secretary of State is______________________________________________________________________ _______________________________________________________________________. In Witness Whereof, the undersigned have executed this Certificate of Conversion on this ________day of ________________, A.D.______________. By: _________________________ General Partner(s) Name: _________________________ Print or Type American LegalNet, Inc. www.USCourtForms.com