FILED In the Office of the Secretary of State of Texas JUL 22 2005 Corporations Section ARTICLES OF MERGER of MCKNIGHT ASSOCIATES, INC., a Texas corporation Into MCKNIGHT ASSOCIATES, INC., a Delaware corporation Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Merger. An Agreement and Plan of Merger has been adopted in accordance with the provisions of Article 5.03 of the Texas Business Corporation Act providing for the merger of McKnight Associates Inc., a Texas corporation, and McKnight Associates Inc., a Delaware corporation, and resulting in McKnight Associates Inc., a Delaware corporation being the surviving corporation. 1. The names of the corporations participating in the merger and in the States under the laws of which they are respectively organized are as follows: Name of Corporation State ------------------------- -------- McKnight Associates, Inc. Texas McKnight Associates, Inc. Delaware 2. The plan of merger was duly approved by the shareholders of each corporation by unanimous written consent. 3. As to each of the undersigned corporations, the approval of whose shareholders is required, the number of shares outstanding are as follows: Names of Corporations Number of Shares Outstanding --------------------- ---------------------------- McKnight Associates, Inc., 1,000 a Texas corporation McKnight Associates, Inc., 1,000 a Delaware corporation 4. The certificate of incorporation of McKnight Associates, Inc., a Delaware corporation, shall remain in effect as the certificate of incorporation of the surviving corporation. FILED In the Office of the Secretary of State of Texas JUL 22 2005 Corporations Section 5. The executed agreement of merger is on file at the principal place of business of McKnight Associates, Inc., a Delaware corporation, located at 100 Eagle Rock Avenue, East Hanover, New Jersey 07936 6. A copy of the agreement of merger will be furnished, on request and without cost, to any stockholder of any corporation a party to these Articles of Merger. 7. As to each foreign corporation that is a party to the plan of merger, the approval of the plan of merger was duly authorized by all action required by the laws under which it was incorporated or organized and by its constituent documents. 8. The surviving corporation will be responsible for the payment of all fees and franchise taxes of the merged corporation and will be obligated to pay such fees and franchise taxes if the same are not timely paid. FILED In the Office of the Secretary of State of Texas JUL 22 2005 Corporations Section Dated: July 22, 2005. MCKNIGHT ASSOCIATES, INC. a Delaware corporation /s/ Scott Newman ------------------------------------------ Scott Newman President and Chief Executive Officer MCKNIGHT ASSOCIATES, INC. a Texas corporation /s/ William McKnight ------------------------------------------ William McKnight President