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 Limited Partnership Act of the State of Delaware. The fee to file the Certificate is $374.00 ($200.00 for limited partnership fee and $174.00 corporation fee) if your document is more than 1 page, please add $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 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 INTO DOMESTIC LIMITED PARTNERSHIP Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 17-211 of the Limited Partnership Act, the undersigned limited partnership executed the following Certificate of Merger: FIRST : The name of the surviving limited partnership is ________________________________________________and the name of the corporation being merged into this surviving limited partnership is _________________________________________________. 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 limited 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. IN WITNESS WHEREOF , said limited partnership has caused this certificate to be signed by the general partner(s), the______________ day of ________________,A.D., ________. By:____________________________________ G eneral Partner Name:____________________________________ Print or Type Title:____________________________________