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 add an additional $9.00 per 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 don’t hesitate to call us at (302)7393073. Sincerely, Department of State Division of Corporations encl. rev. 07/04 American LegalNet, Inc. www.FormsWorkflow.com STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATION AND FOREIGN LIMITED LIABILITY COMPANY Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned limited liability company executed the following Certificate of Merger: FIRST: The name of the surviving limited liability company is ___________________ _____________________________________________________________________, a (list jurisdiction)______________________________ limited liability company, and the name of the corporation being merged into this surviving limited liability company is ___________________________________________________, a Delaware Corporation. SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging corporation. THIRD: The name of the surviving limited liability company 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 liability company. SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the surviving limited liability company or stock holder of the merging corporation. SEVENTH: The surviving limited liability company 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 liability company of Delaware, as well as for enforcement of any obligation of the surviving limited liability company 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 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 limited liability company at _____________________________________________________________________. IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, the_______ day of _______________,A.D., ________. By:____________________________________ Authorized Person Name:____________________________________ Type or Print American LegalNet, Inc. www.FormsWorkflow.com