Delaware Division of Corporations 401 Federal Street Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Agreement of Merger Dear Sir or Madam: Attached please find a Agreement of Merger form to be filed in accordance with the General Corporation Law of the State of Delaware. The fee to file the Agreement is a $174.00. If your document is more than 1 page, please include $9.00 for each additional page. 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 companies 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 AGREEMENT OF MERGER BETWEEN A Delaware Domestic Corporation AND A Foreign Corporation This Plan and Agreeme mnt of Mergerade and entered into on the ___________ day of ________________, 20______, by and between_______________________ _____ ________________________________________________, a Delaware Corporation , and ________________________________________________, a ____________________ __ Corporation. WITNESSETH: WHEREAS , the Delaware Corporation is a Corporation organized and existing under the laws of the State of Delaware, its Certificate of Incorporation having been filed in the Office of the Secretary of State of the State of Delaware on _____________________, ________; and WHEREAS , __________________________________________ is a corporation organized and existing under the laws of the State of __________________________; and WHEREAS , the aggregate number of shares which the ________________ Corporation has authority to issue is ___________________; and WHEREAS , the Board of Directors of each of the constituent corporations deems it advisable that the Delaware Corporation be merged into ________________________ ____________________________________ on the terms and conditions hereinafter set forth, in accordance with the applicable provons of the statutes of the State of Delaware isiand ____________________________________________________________________ _ respectively, which permit such merger; NOW, THEREFORE , in consideration of the premises and of the agreements, covenants and provisions hereinafter contained, the Delaware Corporation and the ___________________ Corporation, by their respective Boards of Directors, have agreed and do hereby agree, each with the other as follows: >>>> 3 ARTICLE I The ________________________________________________ and the Delaware Corporation shall be merged into a single corporation, in accordance with applicable provisions of the laws of the State of ___________________________ and of the State of Delaware, by the Delaware Corporation merging into the ________________ Corporation, which shall be the surviving Corporation. ARTICLE II Upon the merger becoming effective as provided in the applicable laws of the State of ___________________ and of the State of Delaware (the time when the merger shall so become effective being sometimes herein referred to as the EFFECTIVE DATE OF THE MERGER): 1. The two Constituent Corporations shall be a single corporation, which shall be ________________________________________________________ as the Surviving Corporation, and the separate existence of ______________________________________ shall cease except to the extent provided by the laws of the State of __________________ in the case of a corporation after its merger into another corporation. ARTICLE III The Certificate of Incorporation of ____________________________ shall not be amended in any respect by reason of this Agreement of Merger. ARTICLE IV The manner of converting the outstanding shares of each of the Constituent Corporations shall be as follows:_______________________________________ _______ >>>> 4 ARTICLE V The surviving corporation agrees that it my be served with proca ess in the State of Delaware in any proceeding for enforcement of any obligation of any constituent corporation of Delaware, as well as for enforcement of any obligation of the surviving corporation arising from this me other proceeding to enforce rger, including any suit or the rights of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the Delaware General Corporation laws, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the surviving corporation at _______________________________________________ ____. IN WITNESS WHEREOF , the _______________________ Corporation and the Delaware Corporation, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused this Plan and Agreement of Merger to be executed by an authorized officer of each party thereto. ____________________________________ (A Delaware Corporation) BY:____________________________________ Authorized Officer/Title Name:____________________________________ Print or Type ____________________________________ (A __________________ Corporation) BY:____________________________________ Authorized Officer/Title Name:____________________________________ Print or Type >>>> 5 I, ________________________________________________________, Secretary of ___________________________________, a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary of the said corporation, that the Agree