Free Name of Limited Liability CompanyJurisdiction - Maine

Filing Fee $100.00

LIMITED LIABILITY COMPANY STATE OF MAINE

CERTIFICATE OF CONSOLIDATION OF
organized under the laws of ___________________________________

_____________________________________
AND
_____________________ Deputy Secretary of State

organized under the laws of ___________________________________ and others (see below)

_____________________________________
A True Copy When Attested By Signature _____________________ Deputy Secretary of State

FORMING ________________________________________________
organized under the laws of ___________________________________

Pursuant to 31 MRSA §744.1, the members of each participating limited liability company approved an agreement of consolidation and the undersigned limited liability companies, execute, adopt and deliver for filing the following Certificate of Consolidation: FIRST: The participating limited liability companies and jurisdictions: Name of Limited Liability Company Jurisdiction

________________________________________________________________________________________________ ________________________________________________________________________________________________ ________________________________________________________________________________________________ ________________________________________________________________________________________________
(Use additional sheets if necessary.)

SECOND: THIRD:

An agreement of consolidation has been approved and executed by each limited liability entity that is a party to the consolidation. The name of the resulting limited liability company is ___________________________________________________; and it is to be governed by the laws of the jurisdiction of ________________________________________________.

FOURTH: FIFTH:

The information required by 31 MRSA §743.2.E is set forth in Exhibit ___ attached hereto and made a part hereof. Effective date of the consolidation (if other than date of filing of the Certificate) is ___________________________ (Not to exceed 60 days from date of filing of the Certificate)

SIXTH:

The agreement of consolidation is on file at a place of business of the resulting limited liability company at the following address: ________________________________________________________________________________________________ ________________________________________________________________________________________________

SEVENTH:

A copy of the agreement of consolidation will be furnished by the resulting limited liability company on request and without cost, to a person holding an interest in a limited liability company that is to consolidate.

FORM NO. MLLC-10A (1 of 2)

EIGHTH:

If the resulting limited liability company is not organized under the laws of this State, the survivor: (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 consolidation that was organized under the laws of this State, as well as for enforcement of an obligation of the new limited liability company arising from the consolidation; and (2) 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: ________________________________________________________________________________________ ________________________________________________________________________________________

NINTH:

This form MUST be accompanied by form MLLC-18 (Acceptance of Appointment as Registered Agent pursuant to 31 MRSA §607.2) if the resulting limited liability company is domestic.

Name of participating domestic limited liability company _____________________________________________________________ DATED __________________________ Manager(s)/Member(s)* ___________________________________________________
(signature)

___________________________________________________
(type or print name and capacity)

For Manager(s)/Member(s) which are Entities Name of Entity _________________________________________________________________________________________________ By ________________________________________________
(authorized signature)

___________________________________________________
(type or print name and capacity)

Name and jurisdiction of participating limited liability company _______________________________________________________ DATED __________________________ Manager(s)/Member(s)* ___________________________________________________
(signature)

___________________________________________________
(type or print name and capacity)

For Manager(s)/Member(s) which are Entities Name of Entity _________________________________________________________________________________________________ By ________________________________________________
(authorized signature)

___________________________________________________
(type or print name and capacity)

(Use additional sheets if necessary.)

*Certificate MUST be signed by: (1) at least one manager OR (2) at least one member if the limited liability company is managed by the members OR (3) any duly authorized person. The execution of this certificate constitutes an oath or affirmation under the penalties of false swearing under 17-A MRSA §453. Please remit your payment made payable to the Maine Secretary of State SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 FORM NO. MLLC-10A (2 of 2) Rev. 8/1/2004 TEL. (207) 624-7752