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ARTICLES OF MERGER OF NONPROFIT CORPORATIONS
Sta te Fo rm 4 2199 (R5/1-03) Corp orate Form No. 364- 6 Approved by State Board of Acco unts 199 5

TODD ROKITA S ECRE TARY O F STATE CORPO RATIONS DIVISIO N 3 02 W. Washin gton S tree t, Rm. E0 18 India napoli s, IN 46 204 Telep hone: (31 7) 232-65 76

Indiana Code 23-17-19-4 INSTRUCTIONS: Use 8 1/2" x 11" white paper for attachments. Present original and one copy to address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web at www.sos.in.gov. FILING FEE: $30.00

ARTICLES OF MERGER / SHARE EXCHANGE

(hereinafter "the nonsurviving corporation")

INTO
(hereinafter "the surviving corporation")

In accordance with the requirements of the Indiana Nonprofit Corporation Act of 1991(hereinafter known as the "Act"), the undersigned corporations desiring to effect a merger, set forth the following facts:
ARTICLE I - SURVIVING CORPORATION
SECTION 1:

The name of the corporation surviving the merger is _______________________________________________________________________________ and such name has has not (designate which) been changed as a result of the merger.

SECTION 2:

a. The surviving corporation is a domestic corporation existing pursuant to the provisions of the Act incorporated on ___________________________.

b. The sur viving cor poration is a foreign corporation incorporated under the laws of the State of ______________________________ and
qualified not qualified (designate which) to do business in Indiana.

If the surviving corporation is qualified to do business in Indiana, state the date of qualification ______________________________________ . (If Application for Certificate of Authority is filed concurrently herewith, state "upon approval of Application for Certificate of Authority").

ARTICLE II - NONSURVIVING CORPORATION(S)

The name, state of incorporation, and date of incorporation or qualification, respectively, of each Indiana domestic corporation and Indiana-qualified foreign corporation, other than the survivor, which is party to the merger are as follows:
Name of Corporation State of Domicile Name of Corporation State of Domicile Name of Corporation State of Domicile Date of Incorporation or qualification in Indiana (if applicable) Date of Incorporation or qualification in Indiana (if applicable) Date of Incorporation or qualification in Indiana (if applicable)

ARTICLE III - PLAN OF MERGER OR SHARE EXCHANGE The Plan of Merger or Share Exchange, containing such information as required by Indiana Code 23-1-40-1(b), is set forth in "Exhibit A", attached hereto and made a part hereof.

ARTICLE IV - MANNER OF ADOPTION AND VOTE OF SURVIVING CORPORATION (Must complete Section 1, 2, 3 or 4) SECTION 1: Membership vote not required

The merger was adopted by the incorporators or board of directors without membership action and membership action was not required.
SECTION 2: Vote of members

The designation, number of outstanding members, number of votes entitled to be cast by each class entitled to vote separa tely on the plan, and number o f vo tes of each class represented at the me eting is set forth below.
TOTAL A B C

Designation of each class (if applicable) Number of outstanding memberships Number of votes entitled to be cast Number of votes represented at meeting Number of members voted in favor Number of members voted against
SECTION 3: Written consent executed on _________________________________________ and signed by at least 80% of all members. SECTION 4: Approval by third party

If the corporation's articles of incorporation require the plan of merger to be approved in writing by a specified person other th an th e bo ard of d irectors, the corpo ration has ob ta ined the thi rd party's app roval pursu ant to IC 2 3-17-19-3.

ARTICLE V - MANNER OF ADOPTION AND VOTE OF NONSURVIVING CORPORATION (Must complete Section 1 or 2) SECTION 1: Membership vote not required

The merger was adopted by the incorporators or board of directors without membership action and membership action was not required.
SECTION 2: Vote of members

The designation, number of outstanding members or delegates, number of votes entitled to be cast by each class entitled to vote separately on th e pl an, and number of votes of ea ch class rep resented at the meeting is set forth bel ow.
TOTAL A B C

Designation of each class (if applicable) Number of outstanding memberships Number of votes entitled to be cast Number of votes represented at meeting Number of members voted in favor Number of members voted against

In Witness Whereof, the undersigned being the ________________________________________________________ of the surviving
Title

corporation executes these Articles of Merger and verifies, subject to penalties of perjury, that the statements contained herein are true, this __________ day of ______________________________ , 20 _____.
S ignature P rinted name