Delaware Division of Corporations 401 Federal Street Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Agreement of Merger Dear Sir or Madam: Attached please find a Agreement of Merger form to be filed in accordance with the General Corporation Law of the State of Delaware. The fee to file the Agreement is a $174.00. If your document is more than 1 page, please include an additional $9.00 for each additional page. You will receive a stamped Filed copy of your submitte d 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 DELAWARE INTO DELAWARE AGREEMENT OF MERGER Now on this___________________________________day of________________, ______A.D., the ________________________________________________________ __ and the________________________________________________________________ _, both Delaware Corporations, pursuant to Section 251 of the General Corporation Law of the State of Delaware, have entered into the following Agreement of Merger; WITNESSETH that: WHEREAS , the respective Boards of Directors of the foregoing named corporations deem it advisable that the corporations merge into a single corporation as hereinafter specified; and WHEREAS , said ___________________________________________________ filed its Certificate of Incorporation in the ofce of the Secretary of fi State of the State of Delaware on________________________________; and WHEREAS , said ___________________________________________________ filed its Certificate of Incorporation in the ofce of the Secretary of fi State of the State of Delaware on _________________________________________________; >>>> 3 NOW, THEREFORE , the corporations, parties to this Agreement, by and between their respective Boards of Directors, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the terms and conditions of said merger and of carrying the same into effect as follows: FIRST : The ___________________________________________ hereby merges into itself_____________________________________________________________ _and said____________________________________________________________________ _ shall be and hereby is merged into ____________________________________________ ______________________________________, which shall be the surviving cor poration. SECOND: The Certificate of Incorporation of ____________________________ ________________________________________, as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger. THIRD : The manner of converting the outstanding shares of each of the constituent corporations shall be as follows: __________________________ __________ ________________________________________________________________________ ________________________________________________________________________ . FOURTH : This merger shall become effective upon filing with the Secretary of State of Delaware. >>>> 4 IN WITNESS WHEREOF , the parties to this Agreement, pursuant to authority duly given by their respective Boards of Directors, have caused this Agreement of Merger to be executed by an authorized officer of each party hereto. ____________________________________ (Name of Corporation) By:____________________________________ A uthorized Officer Name:____________________________________ Print or Type Title:____________________________________ ____________________________________ (Name of Corporation) By:____________________________________ A uthorized Officer Name:____________________________________ Print or Type Title:____________________________________ >>>> 5 I, ______________________________________________________________, Secretary of __________________________________________, a corporation o rganized and exiting under the laws of the State of Delaware, hereby certify, as such Secretary of the said corporation, that the Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of said corporation by an authorized officer of _________________________________ _______________________________________________, a corporation of the St ate of Delaware, was duly submitted to the stockholders of said _______________________________ _____________________________________________________________, at a spec ial meeting of said stockholders called and held separately from the meeting of stockholders of any other corporation, upon waiver of notice, signed by all the stockholders, for the purpose of considering and taking action upon said Agreement of Merger, that ________________ shares of stock of said corporation were on said date issued and outstanding and that the holder of _______________ shares voted by ballot in favor of said Agreement of Merger and the holders of ______________________ shares voted by ballot against same, the said affirmative vote rpresene ting at least a majority of the total number of shares of the outstanding capital stock of said corporation, and that thereby the Agreement of Merger was at said meeting duly adopted as the act of the stockholders of said ___________________________________________________, and the duly a dopted agreement of said corporation. WITNESS my hand on behalf of said ________________________________________