Certificate Form Of Merger Domestic Limited Partnership Into Foreign Limited Liability Company Page 2

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STATE OF DELAWARE
CERTIFICATE OF MERGER OF A
DOMESTIC LIMITED PARTNERSHIP INTO
A FOREIGN LIMITED LIABILITY COMPANY
Pursuant to Title 6, Section 17-211 of the Delaware Limited Partnership Act.
First: The name of the surviving Limited Liability Company is
___________________________________, a Foreign Limited Liability Company.
Second: The jurisdiction in which this Limited Liability Company was formed is
___________________.
Third: The name of the Limited Partnership being merged into the Limited Liability
Company is _____________________________________________________________
__________________, a Delaware Limited Partnership.
Fourth: The agreement of merger or consolidation has been approved and executed by
each of the business entities which is to merge or consolidate.
Fifth: The name of the surviving foreign Limited Liability Company is
_______________________________________________________________________.
Sixth: An agreement of merger or consolidation is on file at a place of business of the
surviving foreign Limited Liability Company and the address thereof is
_______________________________________________________________________.
Seventh: A copy of the agreement of merger or consolidation will be furnished by the
surviving foreign limited liability company, on request and without cost, to any partner of
any domestic limited partnership or any person holding an interest in any other business
entity which is to merge or consolidate.
Eighth: The surviving foreign Limited Liability Company agrees that it may be served
with process in the State of Delaware in any action, suit or proceeding for the
enforcement of any obligation of any domestic limited liability company which is to
merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept
service of process in any such action, suit or proceeding and the address to which a copy
of such process shall be mailed to by the Secretary of State is

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