State Of Delaware Certificate Of Merger Of Domestic Corporation And Foreign Limited Partnership Form Page 2

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STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION AND
FOREIGN LIMITED PARTNERSHIP
Pursuant to Title 8, Section 263(c) of the Delaware General Corporation Law, the
undersigned corporation executed the following Certificate of Merger:
FIRST: The name of the surviving limited partnership is _________________________
___________________________________________, a ____________________ limited
partnership, and the name of the corporation being merged into this surviving partnership
is _________________________________________________, a Delaware Corporation.
SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by the surviving limited partnership and the merging corporation.
THIRD: The name of the surviving partnership is ______________________________
_______________________________________________________________________.
FOURTH: The merger is to become effective on _______________________________.
FIFTH: The Agreement of Merger is on file at ________________________________
_________________________, the place of business of the surviving limited partnership.
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
partnership on request, without cost, to any partner of any constituent limited partnership
or stockholder of any constituent corporation.
SEVENTH: The surviving limited partnership agrees that it may be served with process
in the State of Delaware in any proceeding for enforcement of any obligation of any
constituent corporation or limited partnership of Delaware, as well as for enforcement of
any obligation of the surviving limited partnership arising from this merger, including
any suit or other proceeding to enforce the rights of any stockholders as determined in
appraisal proceedings pursuant to the provisions of Section 262 of the Delaware General
Corporation laws, and irrevocably appoints the Secretary of State of Delaware as its agent
to accept service of process in any such suit or proceeding. The Secretary of State shall
mail any such process to the surviving limited partnership at ______________________
_______________________________________________________________________.

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