State of North Carolina Department of the Secretary of State APPLICATION FOR CERTIFICATE OF WITHDRAWAL BY REASON OF MERGER, CONSOLIDATION OR CONVERSION Pursuant to §55-15-21, §55A-15-21, § 57C-7-12, or § 59-909, as applicable, of the General Statutes of North Carolina, the undersigned entity, as the surviving or resulting entity in a statutory merger, consolidation or conversion hereby applies to the Secretary of State for a Certificate of Withdrawal for the foreign entity(ies) authorized to transact business or conduct affairs in the State of North Carolina named below, whose separate existence has ceased as a result of the merger, consolidation or conversion, and for that purpose submits the following statement: 1. The name of the surviving or resulting entity is:_________________________________________________________________ 2. a. The surviving or resulting entity is incorporated, organized or created under the laws of: ____________________________________________________________________________________________________ b. The type of entity of the surviving or resulting entity:_________________________________________________________ ____________________________________________________________________________________________________ 3. The surviving or resulting entity is not authorized to transact business or conduct affairs in the State of North Carolina. 4. The name of each foreign entity authorized to transact business in North Carolina (and its fictitious name used in the State of North Carolina, if different from its official name) is:_____________________________________________________________ _______________________________________________________________________________________________________ a. The name of the state or country under whose law each such entity was incorporated, organized or created is:__________________________________________________________________________________________________ ____________________________________________________________________________________________________ b. The type of entity of each foreign entity:___________________________________________________________________ ____________________________________________________________________________________________________ 5. The surviving or resulting entity hereby consents that service of process based on any cause of action arising in the State of North Carolina, or arising out of business transacted or affairs conducted in this State during the time each foreign entity was authorized to transact business or conduct affairs in this State may thereafter be made by service thereof on the Secretary of State. 6. The mailing address to which the Secretary of State may mail a copy of any process served pursuant to the paragraph above is: C/O____________________________________________________________________________________________________ Address_______________________________________________________________________________________________ City, State, Zip Code______________________________________________________________________________________ 7. The surviving or resulting entity hereby agrees to notify the Secretary of State in the future of any change in its mailing address. 8. Attached hereto is a copy of the articles of merger, consolidation or conversion or a certificate reciting the facts of the merger, consolidation or conversion duly authenticated by the Secretary of State or other official having custody of records of such entities in the state or country under the laws of which such merger was effected. (Revised January 2000) CORPORATIONS DIVISION P.O. BOX 29622 (Form L-15) RALEIGH, NC 27626-0622 American LegalNet, Inc. www.USCourtForms.com 9. This application will be effective upon filing, unless a date and/or time is specified here:___________________________ This the ________day of ________________ , 20____ ___________________________________ Name of Surviving/Resulting Entity ___________________________________ Signature ____________________________________ Type or Print Name and Title NOTES 1. Filing fee is $10. This application must be filed with the Secretary of State. The application must be accompanied by a copy of the articles of merger, consolidation or conversion or a certificate reciting the facts of the merger, consolidation or conversion duly authenticated by the Secretary of State or other official having custody of the records of such entities in the state or country under the laws of which the foreign entity was organized, incorporated or created. 2. This form is to be used only if the surviving corporation is not authorized to transact business or conduct affairs in North Carolina. (Revised January 2000) CORPORATIONS DIVISION P.O. BOX 29622 (Form L-15) RALEIGH, NC 27626-0622 American LegalNet, Inc. www.USCourtForms.com