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 of the State of Delaware. The fee to file the Certificate is a $174.00. If your document is more than 1 page, please include $9.00 for each additional page of your document. 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 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 encl. rev. 07/04 >>>> 2 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATION AND FOREIGN LIMITED PARTNERSHIP Pursuant to Title 8, Se Delaware Gection 263(c) of theneral Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST : The name of the surviving limited partnership is _________________________ ___________________________________________, a ____________________ limited partnership, and the name of the corporation being merged into this surviving partnership is _________________________________________________, a Delaware Corpora tion. SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited partnership and the merging corporation. THIRD : The name of the surviving partnership is ______________________________ _______________________________________________________________________. FOURTH : The merger is to become effective on _______________________________. FIFTH : The Agreement of Merger is on file at ________________________________ _________________________, the place of business of the surviving limited partnership. SIXTH : A copy of the Agreement of Merger will be furnished by the surviving limited partnership on request, without cost, to any partner of any constituent limited partnership or stockholder of any constituent corporation. SEVENTH : The surviving limited partnership agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any constituent corporation or limited partnership of Delaware, as well as for enforcement of any obligation of the surviving limited partnership arising from this merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to the provisi of Section 2ons 62 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 o proceeding. Tr he Secretary of State shall mail any such process to the surviving limited partnership at ______________________ _______________________________________________________________________. >>>> 3 IN WITNESS WHEREOF , said Partnership has caused this certificate to be signed by a general partner, the______________ day of ________________,A.D., _______ _. By:____________________________________ G eneral Partner Name:____________________________________ Print or Type Title:____________________________________