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 Corporation to a Limited Partnership Dear Sir or Madam: Enclosed please find a form for a certificate of conversion froma Corporation to a Limited Partnership. The fee to file the Certificate of Conversion is $200.00. Please use 1 coversheet for both filings, conversion and then the formation. In ad dition the fee for filing the Certificate of Formation is $200.00. You will receive a stamped filed copy of your document. These fees include a certified copy which is required pursuant to section 266 of Title 8. Expedited services are available please contact our office concerning these fees. Also, please contact our Franchise Tax Department for applicable Franchise Taxes that may be duecheck payable to Delaware Secretary of . Please make your 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 imbe legible, we request portant that the execution 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 Rev. 08/05 American LegalNet, Inc. www.USCourtForms.com>>>> 2 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED PARTNERSHIP PURSUANT TO SECTION 17-217 OF THE LIMITED PARTNERSHIP ACT 1.) The name of the corporation immediately prior to filing this Certificate is ___________________________________________________. 2.) The date the Certificate of Incorporation was filed on is ______________________________________________. 3.) The original name of the corporation as set forth in the Certificate of Incorporation is ____________________________________. 4.)The name of the limited partnership as set forth in the formation is _______________________________________________________. 5.)The conversion has been approved in accordance with the provisions of Section 17-217. In Witness Whereof, this certificate has been executed this __________ day of _____________, ____________A.D. By:__________________________ Authorized Officer Name:__________________________ Print or Type Signature American LegalNet, Inc. www.USCourtForms.com