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• <br /> DEC-2a-01 Flit 14;67 Sl,YC ui-amSAIJ2 <br /> y .Q TLtY OF Mill <br /> uzvrsr or a3a,VMArlaM. <br /> F= 12:30 DM 12/20/2001 <br /> OnOb20505 2'3500>9 <br /> 1� <br /> CERTIFICATE OF CONVERSION <br /> To <br /> LIMITED LIABILITY COMPANY <br /> OF <br /> PANERA, INC. <br /> (Pursuant to Section 2GG of the Delaware General Corporation Law <br /> and Soclion 18-214 of tho Delawam Limited Liability Company Act) <br /> 'I HE UNDERSIGNED HEREBY CERTIFY: <br /> 1. Panora, Inc., a Delaware corporallon (the 'Corporation') was originally <br /> incorporated on November 10, 1993 in the State of Delaware,and the name under which it <br /> was originally incorporated was ABP AcquWlticn Corp. <br /> 2. Tho Corporation's name Immediately prior to the filing of this Canificate of <br /> Conversion to Limited Liability Company Is Panora, Inc. and its state of Incorporation Is <br /> Delaware. <br /> 3. The name of the Delaware limited liability company to which tho Corporation <br /> shall be converted,mal as set forth In the Delaware limited liability company's certificate of <br /> • formation,Is Porters,LLC. <br /> 4. The conversion of the Corporation to a Delaware limited liability company <br /> has been duly approved and authorized in accordance wfth Section 266 of the Delaware <br /> General Corporation IAw and hes hewn consented to In writing by the sole stockholder of <br /> tho Corporation in accordance with Section 226 of the Delaware General Corporation Low. <br /> 5. The conversion of the Corporation to a Delaware limited liability company <br /> pursuant to INS Certificate of Conversion to Limited Liability Company shall hn ehnntivo at <br /> 1159 p.m.on December 91,2001. <br /> [Ilia nold page Is the signature page) - <br /> i <br /> i <br /> i <br /> r ( <br /> I <br /> • <br />