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Sec. 179.77, 180.1105, 181.1105, and 183.1204 Wis. Stats.

State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services

ARTICLES OF MERGER
1. Non-Surviving Parties to the Merger: Company Name: Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) See Exception below Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of ____________ (state or country)

Does the above named non-surviving party have a fee simple ownership interest in any Wisconsin real estate? Yes No If yes, the surviving entity is required to file a report with the Wisconsin Department of Revenue under sec. 73.14 of the Wisconsin Statutes. (See instructions.) Company Name: Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) See Exception below Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of (state or country)

Does the above named non-surviving party have a fee simple ownership interest in any Wisconsin real estate? Yes No If yes, the surviving entity is required to file a report with the Wisconsin Department of Revenue under sec. 73.14 of the Wisconsin Statutes. (See instructions.) Schedule more non-surviving parties as an additional page and indicate whether the non-surviving party has a fee simple ownership interest in any Wisconsin real estate. 2. Surviving Entity: Company Name: Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) See Exception below Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of (state or country)

EXCEPTION: If the merger involves only Chapter 180 business corporations, use form 2001. FILING FEE - $150.00 DFI/CORP/2000(R12/06)

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3. Indicate below if the surviving entity is an indirect wholly owned subsidiary or parent: The surviving entity is a Domestic or Foreign Business Corporation that is an indirect wholly owned subsidiary or parent and the merger was approved in accordance with sec. 180.11045 and the requirements of sec. 180.11045(2) have been satisfied. The surviving entity is not a Domestic or Foreign Business Corporation that is an indirect wholly owned subsidiary or parent. 4. The Plan of Merger included in this document was approved by each entity that is a party to the merger in the manner required by the laws applicable to each entity, and in accordance with ss. 180.1103, 180.1104, 181.1103, 181.1104 and 183.1202, if applicable. CONTINGENCY STATEMENT ­ The surviving entity of this merger is a domestic or foreign nonstock corporation. The Plan of Merger included in this document was approved by each entity that is a party to the merger in the manner required by the laws applicable to each entity, and in accordance with ss. 180.1103, 180.1104 and 183.1202, if applicable, and by a person other than the members or the board, if the approval of such person is required under s. 181.1103(2)(c). The approval of members is not required, and the Plan of Merger was approved by a sufficient vote of the board. The number of votes cast by each class of members to approve the Plan of Merger were sufficient for approval by that class. Membership Class Number of Memberships Outstanding Number of Votes Entitled to be Cast For Against

(Append or attach the PLAN OF MERGER, (Optional Plan of Merger template on Pages 3 & 4) 5. (OPTIONAL) Effective Date and Time of Merger These articles of merger, when filed, shall be effective on _ (date) at ______ (time).

(An effective date declared under this article may not be earlier than the date the document is delivered to the department for filing, nor more than 90 days after its delivery. If no effective date and time is declared, the effective date and time will be determined by ss. 179.11(2), 180.0123, 181.0123 or 183.0111, whichever section governs the surviving domestic entity.) 6. Executed on (date) by the surviving entity on behalf of all parties to the merger. Mark (X) below the title of the person executing the document. For a limited partnership Title: General Partner For a limited liability company Title: Member OR Manager This document was drafted by: (Name the individual who drafted the document) DFI/CORP/2000(R12/06) _____________________________________ (Printed Name) For a corporation Title: President OR or other officer title Secretary

______________________________________ (Signature)

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Sec. 179.77, 180.1101(2), 181.1101(2), and 183.1203(2) Wis. Stats.

(TEMPLATE) State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services PLAN OF MERGER

1. Non-Surviving Parties to the Merger: Company Name:

Indicate (X) Entity Type

Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.)

Organized under the laws of (state or country)

Company Name:

Indicate (X) Entity Type

Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.)

Organized under the laws of (state or country)

Schedule more non-surviving parties as an additional page. 2. Surviving Entity: Company Name:

Indicate (X) Entity Type

Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.)

Organized under the laws of (state or country)

DFI/CORP/2000(R12/06)

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PLAN OF MERGER (T E M P L A T E, Cont'd) 3. The manner and basis of converting the interests in each business entity that is a party to the merger into shares, interests, obligations or other securities of the surviving business entity or any other business entity or into cash or other property in whole or in part.

4. The terms and conditions of the merger.

5. Other provisions the parties to the merger may elect to include relating to the merger.

6. The articles of incorporation or other similar governing document of the surviving domestic entity is amended as follows:

DFI/CORP/2000(R12/06)

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Fee simple ownership interest

Yes

No (for DFI use only)

ARTICLES OF MERGER






Enter your return address within the bracket above. Phone number during the day: ( ) _______ - _________



INSTRUCTIONS (Ref. Sec.179.77, 180.11045, 180.1105, 181.1105, and 183.1204, Wis. Stats. for document content) Submit one original and one exact copy along with the required filing fee of $150.00 to the address listed below. Make checks payable to the "Department of Financial Institutions". Filing fee is non-refundable. Sign the document manually or otherwise allowed under sec. 179.14(1g)(c), 180.0103(16), 181.0103(23) or 183.0107(1g)(c). Mailing Address: Physical Address for Express Mail: Department of Financial Institutions Department of Financial Institutions Phone: 608-261-7577 Division of Corporate & Consumer Division of Corporate & Consumer FAX: 608-267-6813 TTY: 608-266-8818 Services Services P O Box 7846 345 W. Washington Ave ­ 3rd Fl. Madison WI 53707-7846 Madison WI 53703 NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. 1. Enter the company name, type of entity, and state of organization of each non-surviving party to the merger. Definitions of foreign entity types are set forth in ss. 179.01(4), 180.0103(9), 181.0103(13) and 183.0102(8), Wis. Stats. Select yes or no to indicate whether the non-surviving party has a fee simple ownership interest in any Wisconsin real estate. See sec. 73.14 and 77.25, Wis. Stats., or contact the Wisconsin Department of Revenue at (608)266-1594 for questions regarding fee simple ownership interest and the filing requirements with that department. 2. Enter the company name, type of entity, and state of organization of the surviving entity. 3. Indicate whether or not the surviving entity is a Domestic or Foreign Corporation that is an indirect wholly owned subsidiary or parent. See sec. 180.11045(1)(b), Wis. Stats. for definition. 4. This Article states the manner in which the Plan of Merger was approved. If the surviving entity is a domestic or foreign nonstock corporation, complete the CONTINGENCY STATEMENT. Append or attach the Plan of Merger. A Plan of Merger template is available on pages 3 & 4. Its use is optional. 5. (Optional) If the merger is to take effect at a time other than the close of business on the day the articles of merger are delivered to the department for filing, state the effective date or date and time. An effective date may not be earlier than the date the document is delivered to the Department of Financial Institutions, nor a date more than 90 days after its delivery. 6. Enter the date of execution and the name and title of the person signing the document. If, for example, the surviving entity is a domestic limited liability company, the Articles of Merger would be signed by a Member or Manager of the limited liability company; if the surviving entity is a corporation, by an officer of the corporation, etc. If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark.

DFI/CORP/2000(R12/06)

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