Free MLLC-10 - Maine

Filing Fee $150.00

LIMITED LIABILITY COMPANY STATE OF MAINE

CERTIFICATE OF MERGER
_____________________ Deputy Secretary of State

Pursuant to 31 MRSA §744, the undersigned survivor of the merger executes and delivers the following Articles of Merger:

A True Copy When Attested By Signature

_____________________ Deputy Secretary of State

FIRST:

The name, type of entity and current jurisdiction of each limited liability company or other business entity that is to merge: Name Type of Entity Jurisdiction

_______________________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ Names, type of entity and jurisdiction of additional limited liability companies or other business entities are attached as Exhibit ____, and made a part hereof. SECOND: An agreement of merger has been approved and executed by each limited liability company or other business entity that is a party to the merger. The name of the surviving limited liability company: Name Jurisdiction

THIRD:

_______________________________________________________________________________________________ FOURTH: (Check only one box) Any changes or restatement to the organizing documents of the surviving limited liability company or other business entity are attached as Exhibit ______ and are made a part hereof. There no changes or restatement to the organizing documents of the surviving limited liability company or other business entity. If the result of the merger creates a new limited liability company, attached is Exhibit ________ which contains all the provisions required to be set forth in its organizing documents with any other desired provisions that are permitted. (Attach form MLLC-6-1, for a domestic limited liability company)

Form No. MLLC-10 (1 of 3)

FIFTH:

(Check only one box, if applicable) Shareholder approval was not required by any corporation party to the merger. The plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each separate group in the manner required by Title 13-C and the corporation's articles of incorporation.

SIXTH:

The executed agreement or plan of merger is on file at a place of business of the surviving limited liability company or other business entity at the following address: _______________________________________________________________________________________________ _______________________________________________________________________________________________

SEVENTH:

A copy of the agreement of merger will be furnished by the surviving limited liability company or other business entity on request and without cost, to a person holding an interest in a limited liability company or other business entity that is to merge.

EIGHTH:

If the surviving limited liability company or other business entity is not organized under the laws of this State, the surviving limited liability company or other business entity: (1) Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party to the merger that was organized under the laws of this State, as well as for enforcement of an obligation of the surviving limited liability company or other business entity arising from the merger; and Appoints the Secretary of State as its agent for service of process in any such proceeding. The following is the address to which a copy of the process must be mailed by the Secretary of State:

(2)

_______________________________________________________________________________________________ _______________________________________________________________________________________________

NINTH:

Effective date of the merger (if other than date of filing of the Certificate) is __________________________________
(Not to exceed 60 days from date of filing of the Certificate)

TENTH:

The merger was effected in compliance with the laws applicable to mergers of all parties to the merger.

ELEVENTH:

An agreement that the surviving limited liability company or other business entity shall continue to comply with all provisions of all laws applicable to mergers or consolidations of all parties to the merger or consolidation, including, without limitation, provisions on payment of amounts to which dissenting shareholders are entitled.

Form No. MLLC-10 (2 of 3)

Must Be Completed By the First Party to the Merger
____________________________________________________________________________ (Name and type of participating business entity) ___________________________________________________ (*Authorized signature) ___________________________________________________ (*Authorized signature) _____________________________ (Date)

___________________________________________ (Type or print name and capacity) ___________________________________________ (Type or print name and capacity)

Must Be Completed By the Second Party to the Merger

____________________________________________________________________________ (Name and type of participating business entity) ___________________________________________________ (*Authorized signature) ___________________________________________________ (*Authorized signature)

_____________________________ (Date)

___________________________________________ (Type or print name and capacity) ___________________________________________ (Type or print name and capacity)

Must Be Completed By the Third Party to the Merger
____________________________________________________________________________ (Name and type of participating business entity) ___________________________________________________ (*Authorized signature) ___________________________________________________ (*Authorized signature) _____________________________ (Date)

___________________________________________ (Type or print name and capacity) ___________________________________________ (Type or print name and capacity)

(Copy this page, and modify participant number, if more signature spaces are needed.)

*Certificate MUST be signed as follows: (1) If a limited liability company is a party to the merger, this document MUST be signed by: (31 MRSA §627) (a) at least one manager OR (b) at least one member if the limited liability company is managed by the members OR (c) any duly authorized person. (2) If a corporation is a party to the merger, this document MUST be signed by an officer or other duly authorized representative on behalf of each party. (13-C MRSA §1106.1). (3) If a limited partnership is a party to the merger, this document MUST be signed by each general partner listed in the certificate of limited partnership (31 MRSA §1438.1) The execution of this certificate constitutes an oath or affirmation, under the penalties of false swearing under17-A MRSA §453. Please remit your payment made payable to the Maine Secretary of State.

Submit completed form to:

Secretary of State Division of Corporations, UCC and Commissions 101 State House Station Augusta, ME 04333-0101 Telephone Inquiries: (207) 624-7752 Email Inquiries: [email protected]

Form No. MLLC-10 (3 of 3) Rev. 7/1/2007