                                 CODE OF VIRGINIA

ARTICLES OF MERGER (§ 50-73.48:3)

A. After a plan of merger is approved by each domestic or foreign limited
partnership, limited liability company, business trust or corporation that is a
party to the merger, the surviving domestic or foreign partnership, limited
partnership, limited liability company, business trust or corporation shall file
with the Commission articles of merger executed by each party to the merger
setting forth:

   1. The plan of merger;

   2. If the surviving entity of the merger is a foreign limited liability
   partnership not registered with the Commission pursuant to &#xA7; 50-73.138, a
   foreign limited partnership without a certificate of registration issued by
   the Commission pursuant to &#xA7; 50-73.54, a foreign limited liability
   company without a certificate of registration issued by the Commission
   pursuant to &#xA7; 13.1-1052, a foreign business trust without a certificate
   of registration issued by the Commission pursuant to &#xA7; 13.1-1242 or a
   foreign corporation without a certificate of authority issued by the
   Commission pursuant to &#xA7; 13.1-759, the address, including street and
   number, if any, of its principal office under the laws of the jurisdiction in
   which it was formed, organized or incorporated;

   3. A statement that the plan of merger was adopted by each domestic
   partnership party to the merger in accordance with &#xA7; 50-73.128, each
   domestic limited partnership party to the merger in accordance with &#xA7;
   50-73.48:2, each domestic business trust party to the merger in accordance
   with &#xA7; 13.1-1258, and by each domestic limited liability company party to
   the merger in accordance with &#xA7; 13.1-1071; and

   4. If a domestic corporation is a party to the merger, any additional
   information required by &#xA7; 13.1-720.

B. If a foreign partnership, limited partnership, limited liability company,
business trust or corporation is a party to the merger, the articles of merger
shall contain a statement that the merger is permitted by the state or other
jurisdiction under whose law the partnership, limited partnership or business
trust is formed, the limited liability company is organized or the corporation
is incorporated and that the foreign partnership, limited partnership, limited
liability company, business trust or corporation has complied with that law in
effecting the merger.

C. If the Commission finds that the articles of merger comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of merger, which shall become effective pursuant to the provisions
of subsection C of &#xA7; 50-73.17.

D. A certificate of merger shall act as a certificate of cancellation as
described in &#xA7; 50-73.52:4 for a domestic limited partnership that is not
the surviving party to the merger, and such limited partnership&#8217;s
existence shall be canceled upon the effective time and date of the certificate
of merger.

HISTORY: 1992, c. 575; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2007, c.
631; 2008, c. 586.