ARTICLES OF MERGER CONNIE LAWSON SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington Street, Room E018 Indianapolis, Indiana 46204 Telephone: (317) 232-6576 State Form 39036 (R9 / 4-12) Approved by State Board of Accounts, 1995 INSTRUCTIONS: Use 8 1/2" x 11" white paper for attachments. Present original and one (1) copy to the address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web at www.sos.in.gov. Indiana Code 23-1-40-1 et. seq. FILING FEE: $90.00 ARTICLES OF MERGER / SHARE EXCHANGE OF (hereinafter "the nonsurviving corporation(s)") INTO (hereinafter "the surviving corporation") ARTICLE I - SURVIVING CORPORATION SECTION 1: The name of the corporation surviving the merger is ____________________________________________________________________ and such name has has not (designate which) been changed as a result of the merger. SECTION 2: a. The surviving corporation is a domestic corporation existing pursuant to the provisions of the Indiana Business Corporation Law incorporated on (month, day, year) _____________________________________________ . b. The surviving corporation is a foreign corporation incorporated under the laws of the State of _______________________________________ and qualified not qualified (designate which) to do business in Indiana. If the surviving corporation is qualified to do business in Indiana, state the date of qualification (month, day, year): ___________________________ . (If Application for Certificate of Authority is filed concurrently herewith state "Upon approval of Application for Certificate of Authority".) ARTICLE II - NONSURVIVING CORPORATION (S) The name, state of incorporation, and date of incorporation or qualification (if applicable) respectively, of each Indiana domestic corporation and Indiana qualified foreign corporation, other than the survivor, which is party to the merger are as follows: Name of Corporation State of Domicile Date of Incorporation or qualification in Indiana, if applicable (month, day,year) Name of Corporation State of Domicile Date of Incorporation or qualification in Indiana, if applicable (month, day,year) Name of Corporation State of Domicile Date of Incorporation or qualification in Indiana, if applicable (month, day,year) ARTICLE III - PLAN OF MERGER OR SHARE EXCHANGE The Plan of Merger or Share Exchange, containing such information as required by Indiana Code 23-1-40-1(b), is set forth in "Exhibit A", attached hereto and made a part hereof. Page 1 of 2 American LegalNet, Inc. www.FormsWorkFlow.com ARTICLE IV - MANNER OF ADOPTION AND VOTE OF SURVIVING CORPORATION (Must complete Section 1 or 2) SECTION 1: Shareholder vote not required. The merger / share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder action was not required. SECTION 2: Vote of shareholders (Select either A or B) The designation (i.e., common, preferred or any classification where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group represented at the meeting is set forth below: A. Unanimous written consent executed on __________________________ 20____ and signed by all shareholders entitled to vote. B. Vote of shareholders during a meeting called by the Board of Directors. TOTAL A B C DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common) NUMBER OF OUTSTANDING SHARES NUMBER OF VOTES ENTITLED TO BE CAST NUMBER OF VOTES REPRESENTED AT MEETING SHARES VOTED IN FAVOR SHARES VOTED AGAINST ARTICLE V - MANNER OF ADOPTION AND VOTE OF NONSURVIVING CORPORATION (Must complete Section 1 or 2) SECTION 1: Shareholder vote not required. The merger / share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder action was not required. SECTION 2: Vote of shareholders (Select either A or B) The designation (i.e., common, preferred or any classification where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group represented at the meeting is set forth below: A. Unanimous written consent executed on __________________________ 20____ and signed by all shareholders entitled to vote. B. Vote of shareholders during a meeting called by the Board of Directors. TOTAL A B DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common) NUMBER OF OUTSTANDING SHARES NUMBER OF VOTES ENTITLED TO BE CAST NUMBER OF VOTES REPRESENTED AT MEETING SHARES VOTED IN FAVOR SHARES VOTED AGAINST In Witness Whereof, the undersigned being the ______________________________________________________ of the surviving corporation Officer or Chairman of Board executes these Articles of Merger / Share Exchange and verifies, subject to penalties of perjury that the statements contained herein are true, this __________________ day of _______________________________, 20 ______ . Signature Printed name Page 2 of 2 American LegalNet, Inc. www.FormsWorkFlow.com C