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 Limited Partnership to a Corporation Dear Sir or Madam: Enclosed please find a form for a certificate of conversion from a Limited Partnership to a Corporation. The fee to file the Certificate of Conversion is $50.00, and the fee for the Certificate of Incorporation is a minimumof $89.00. Please include $9.00 for each additional page. Please contact our Filing Section as fee varies due to the amount of stock authorized. You will receive a stamped filed copy of your document. If you would like a certified copy the documents it will be an additional $60.00 ($30.00 for the Conversion and $30.00 for the Incorporation). 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 due. Please make your check payable to 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 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. 07/04 >>>> 2 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A LIMITED PARTNERSHIP TO A CORPORATION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW. 1.) The limited partnership is formed under the jurisdiction of the State of Delaware. 2.) The name of the limited partnership immdiately pe rior to filing this Certificate is _______________________________________________________________. 3.) The date the limited partnership was first formed is __________________ _____________________. 4.) The name of the corporation as set forth in the Certificate of Incorporation is _________________________________________________________________. By:___________________________ Authorized Officer Name:___________________________ Print or Type Signature