. DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS BUSINESS AND PROFESSIONAL LICENSING ADMINISTRATION CORPORATIONS DIVISION Government Of the District of Columbia DCRA Corporations Division P.O. Box 92300 WASHINGTON, D.C. 20090 SAMPLE FORMAT FOR THE ARTICLES OF MERGER/CONSOLIDATION OF A DOMESTIC LIMITED LIABILITY COMPANY NOTE: THIS IS ONLY A SPECIMEN. YOU MUST DRAFT YOUR OWN ARTICLES ON PLAIN BOND PAPER AND SUBMIT THEM IN DUPLICATE ORIGINAL (TWO MANUALLY SIGNED SETS) TO THE SUPERINTENDENT OF CORPORATIONS OF THE DISTRICT OF COLUMBIA. DO NOT SIMPLY FILL IN THIS SPECIMEN. ARTICLES OF MERGER/CONSOLIDATION Pursuant to the provisions of Title 29, Chapter 10 of the District of Columbia Code (D.C. Limited Liability Company Act of 1994), the undersigned domestic limited liability company or domestic limited liability company and other business entity adopt the following Articles of Merger/Consolidation for the purpose of merging/consolidating them into one domestic or foreign limited liability company or other business entity: NOTE: The term "other business entity" means a corporation, a business trust or association, a real estate investment trust, a common law trust or any other unincorporated business, including a partnership (whether general or limited), or a foreign limited liability company, but excluding a domestic limited liability company. FIRST: The name and jurisdiction of formation or organization of each constituent limited liability company or other business entity which is to merger/consolidation is [insert the names and jurisdiction of organization of each entity]. SECOND: An Agreement of Merger/Consolidation was approved and executed by each constituent limited liability company or other business entity which is to merge/consolidate. THIRD: The name of the surviving or resulting domestic limited liability company or other business entity and the address (including street and number, if any, and zip code) of its principal office under the laws of the jurisdiction under which it was formed or organized are [insert the name and address]. FOURTH: [If the merger or consolidation is not to be effective upon delivery of articles of merger or consolidation for filing:] The future effective date or time of the merger/consolidation is [insert the date or time]. American LegalNet, Inc. www.USCourtForms.com FIFTH: The agreement of merger/consolidation is on file at a place of business of the surviving or resulting domestic limited liability company or other business entity. The address thereof is [insert the address, including street and number, if any, and zip code]. SIXTH: A copy of the agreement of merger/consolidation will be furnished by the surviving or resulting domestic limited liability company or other business entity, on request and without cost, to any member of any constituent domestic limited liability company or any person holding an interest in any other business entity which is party to the merger/consolidation. SEVENTH: Choose A, B and/or C, with any appropriate deletions or insertions (NOT MANDATED) (A) The merger/consolidation was approved unanimously by all members, voting and nonvoting, of the constituent domestic limited liability company named ________________________________________________________________________ Note that such unanimous consent by members of a domestic limited liability company is required if the domestic limited liability company is not to be the surviving or resulting entity and its members are not to be afforded limited liability after the merger or consolidation. (B) The merger/consolidation was approved by those members of the constituent domestic limited liability company named ________________________________________________________________________ with voting rights holding at least a majority of the interest in profit of the company. (C) In accordance with the Articles of Organization and/or Operating Agreement of the domestic limited liability company named ________________________________________________________________________ the merger/consolidation was approved by describe any specified method of approval which does not involve members' unanimous consent or consent by members with voting rights holding at least a majority of the interest in profit of the company]. DATE: ___________20___ ________________________________________________________________________ identify serving or resulting domestic or foreign limited liability company or other business entity BY ________________________________________________________________________ Use a separate signature line for each authorized person required to participate in executing the Articles of Merger/Consolidation pursuant to applicable provisions of the surviving or resulting company's governing document MAIL TO: For General Information Call: The Corporations Division - (202) 442-4432 Please check our corporate website to view organizations required to register, to search business names, to obtain step-by-step guidelines to register an organization, to search registered organizations, and to download forms and documents. Simply log onto our website at www.dcra.dc.gov, click on “Corporate Registrations” and procedure as prompted. American LegalNet, Inc. www.USCourtForms.com To ensure timely and accurate processing of this document, mail all required forms and payment to: Department of Consumer and Regulatory Affairs Corporations Division P.O. Box 92300 Washington, D.C. 20090 For Overnight Delivery send to: Corporate Bank of America Attention: D.C. Government Wholesale Lockbox # 92300 Mail code MD4-301-18-04 18th floor 225 North Calvert Street Baltimore, Maryland 21202 FEES DUE Filing Fee ....$150 Make Check Payable to D.C. Treasurer American LegalNet, Inc. www.USCourtForms.com