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. 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 CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST : The name of the surviving corporation is _______________________________ _______________________________________, a Delaware corporation, and the name of the corporation being merged into this surviving corporation is ___________________________________________________,a___________________ corporation. SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent coporations pursuant to Title 8 Section 252 rof the General Corporation Law of the State of Delaware. THIRD : The name of the surviving corporation is ______________________________ ___________________________________________________, a Delaware corporat ion. FOURTH : The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth) FIFTH: The authorized stock and par value of the non-Delaware corporation is _______________________________________________________________________. SIXTH: The merger is to become effective on _________________________________. SEVENTH : The Agreement of Merger is on file at _____________________________ _____________________________________________________________, an office of the surviving corporation. EIGHTH : A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations. IN WITNESS WHEREOF , said surviving corporation has caused this certificate to be signed by an authorized officer, the______________ day of ________________,A.D., _______. By:____________________________________ A uthorized Officer Name:____________________________________ Print or Type Title:____________________________________