FORM BCA 11.39 (rev. Dec. 2003) ARTICLES OF MERGER BETWEEN ILLINOIS CORPORATIONS AND LIMITED LIABILITY COMPANIES Business Corporation Act Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 217-782-6961 www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to Secretary of State. Print Reset Save The filing fee is $100, but if merger involves more than two corporations, submit $50 for each additional corporation. _____________________________ File #___________________________ Filing Fee: $__________________ Approved: ________ -------- Submit in duplicate -------- Type or Print clearly in black ink -------- Do not write above this line -------- ]1. Names of Corporations and Limited Liability Companies proposing to merge and State or Country of organization or incorporation: Name of Corporation or Limited Liability Company State or Country of Organization/Incorporation Corporation File Number ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ________________________ ________________________ ________________________ ________________________ _______________________ _______________________ _______________________ _______________________ 2. The laws of the state or country under which each Corporation and Limited Liability Company are organized, permit such merger. \3. a. Name of Surviving Party: ________________________________________________________________________ b. Corporation or Limited Liability Company shall be governed by the laws of: ________________________________ For more space, attach additional sheets of this size. \4. Plan of merger is as follows: Printed by authority of the State of Illinois. January 2015 -- 1 -- C 294.6 Page 1 American LegalNet, Inc. www.FormsWorkFlow.com 5. Plan of merger was approved, as to each Limited Liability Company, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois corporation, as follows: Mark an "X" in one box only for each Illinois Corporation. By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11.20) ____________________ Name of Corporation: ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10. (§11.20) ____________________ By written consent of ALL the shareholders entitled to vote on the action, in accordance with §7.10 and §11.20. ____________________ 6. Not applicable if survivor is an Illinois Corporation or an Illinois Limited Liability Company. It is agreed that, upon and after the filing of Articles of Merger by the Secretary of State of the State of Illinois: a. The surviving Limited Liability Company may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving Limited Liability Company. b. The Secretary of State of the State of Illinois shall be and is hereby irrevocably appointed as the agent of the surviving Limited Liability Company to accept service of process in any such proceedings, and c. The surviving Limited Liability Company will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders. Page 2 7. a. The undersigned Corporations have caused this statement to be signed by their duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK. Dated _______________________________ , _____ Month & Day Year Any Authorized Officer's Signature Name and Title (type or print) ______________________________________ ______________________________________ ________________________________________________ Exact Name of Corporation Dated _______________________________ , _____ Month & Day Year Any Authorized Officer's Signature Name and Title (type or print) ______________________________________ ______________________________________ ________________________________________________ Exact Name of Corporation 7. b. The undersigned Limited Liability Companies have caused this statement to be signed by their duly authorized person, who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK. Dated _______________________________ , _____ Month & Day Year Signature ______________________________________ ______________________________________ Name and Title (type or print) ________________________________________________ Exact Name of Limited Liability Company Dated _______________________________ , _____ Month & Day Year Signature ______________________________________ ______________________________________ Name and Title (type or print) ________________________________________________ Exact Name of Limited Liability Company Page 3 American LegalNet, Inc. www.FormsWorkFlow.com