Delaware Division of Corporations 401 Federal Street Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Merger or Consolidation of Limited Partnership into Limited Liability Company Dear Sir or Madam: Attached please find a form for a Certificate of Merger or Consolidation of Limited Partnership into Limited Liability Company to be filed in accordance with the Limited Liability Company Act of the State of Delaware and the Limited Partnership Act of the State of Delaware. The fee to file the Certificate is a minimum of $100.00. A stamp Filed copy of your submitted documt will be returned. en 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 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 a Foreign Limited Partnership into a Domestic Limited Liability Company Pursuant to Title 6, Section 18-209 ofDelaware Lim the ited Liability Company Act. First: The name of the surviving Limited Liability Company is ____________________ ______________________________________, a Delaware Limited Liability Company. Second: The name of the Limited Partnership being merged into this surviving Limited Liability Company is ___________________________________________________ ___. The jurisdiction in which this Limited Partnership was formed is ___________________. Third: The Agreement of Merger has been approved and executed by both entities. Fourth: The name of the surviving Limited Liability Company is __________________ _______________________________________________________________________. Fifth: The executed agreement of merger is on file at ____________________________ _______________________________________________________________________, the principal 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 Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate. IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this _______ day of _____________, A.D., _____. By:_____________________________________ Authorized Person Name:_____________________________________ Print or Type