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 and the Limd Liability Comite pany Act of the State of Delaware. The fee to file the Certificate of Merger is a minimum of $274.00 ( $174.00 corporation fee and $100.00 limited liability company fee) if your document is more than 1 page, please add $9.00 for each additionpaal ge. 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 entities 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 CERTIFICATE OF MERGER OF DOMESTIC CORPORATION INTO DOMESTIC LIMITED LIABILITY COMPANY Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Limited Liability Comany Act, the undersigned limp ited liability company executed the following Certificate of Merger: FIRST : The name of the survivng limi ited liability company is ________________________________________________and the name of the corporation being merged into thissur viving limited liability company is _________________________________________________. 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 bus iness 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 any constituent limited liability company or stockholder of any constituent corporation. >>>> 3 IN WITNESS WHEREOF , said limited liability company has caused this certificate to be signed by an authorized person, the______________ day of ________________,A.D., ________. By:____________________________________ A uthorized Person Name:____________________________________ Print or Type Title:____________________________________