1 Exhibit 2.8 CERTIFICATE OF MERGER OF EIGHTH SUBSIDIARY, L.P. into CORPORATE PROPERTY ASSOCIATES 8, L.P., a Delaware limited partnership dated: ______________, 19__ The undersigned limited partnership formed and existing under and by virtue of the Delaware Revised Uniform Limited Partnership Act, 6 Del.C. Section 17-101, et seq. (the "Act"), DOES HEREBY CERTIFY: FIRST: The name and jurisdiction of formation or organization of each of the constituent entities which is to merge are as follows: Jurisdiction of Name Formation or Organization ---- ------------------------- Eighth Subsidiary, L.P. Delaware Corporate Property Associates 8, L.P., Delaware a Delaware limited partnership SECOND: An Agreement of Merger has been approved and executed by Eighth Subsidiary, L.P. and Corporate Property Associates 8, L.P., a Delaware limited partnership ("CPA 8"). THIRD: The name of the surviving Delaware limited partnership is "Corporate Property Associates 8, L.P., a Delaware limited partnership". FOURTH: The merger of Eighth Subsidiary, L.P. into CPA 8 shall be effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware. FIFTH: The executed Agreement of Merger is on file at the principal place of business of the surviving limited partnership. The address of the principal place of business of the surviving limited partnership is 50 Rockefeller Plaza, New York, NY 10020. 2 SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited partnership, on request and without cost, to any partner of Eighth Subsidiary, L.P. and to any partner of CPA 8. CORPORATE PROPERTY ASSOCIATES 8, L.P., A DELAWARE LIMITED PARTNERSHIP By: Eighth Carey Corporate Property, Inc., its Managing General Partner By:_________________________________ Name: Title: -2-