LLC-1A

State of California
Secretary of State

LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION - CONVERSION

IMPORTANT — Read all Instructions before completing this form.

This Space For Filing Use Only

CONVERTED ENTITY INFORMATION

1.     NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” or the abbreviations ”LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.)

ZPEHYR LLC

2.    THE PURPOSE OF THE LIMITED LIABILTY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

3.   THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)

o ONE MANAGER

o MORE THAN ONE MANAGER

x ALL LIMITED LIABILITY COMPANY MEMBER(S)

4.    MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICER                                        CITY                                                STATE       ZIP CODE

227 Harbor Bay Parkway

Alameda

CA

94502

5.    NAME OF AGENT FOR SERVICE OF PROCESS (Item 5: Enter the name of the agent for service of process. The agent may be an individual residing in California or a corporation that has filed a certificate pursuant to California Corporations Code section 1505. Item 6: If the agent is an individual, enter the agent’s business or residential address in California. Item 7: If the converting entity is a California limited partnership, enter the mailing address of the individual or corporate agent. Check the box and omit the mailing address if the agent’s mailing address is the same as the address in Item 6.)

Corporation Service Company which will do business

in California as CSC-Lawyers Incorporating Service

6.   IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA         CITY                                                STATE       ZIP CODE

CA

7.   MAILING ADDRESS OF AGENT FOR SERVICE OF PROCESS

o THE MAILING ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IS THE SAME AS THE AGENT’S BUSINESS OR RESIDENTIAL ADDRESS IN ITEM 6.

CONVERTING ENTITY INFORMATION

8.   NAME OF CONVERTING ENTITY

ZEPHYR CORPORATION

9.   FORM OF ENTITY

10. JURISDICTION

11. CA SECRETARY OF STATE FILE NUMBER, IF ANY

Corporation

California

1976748

12. THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:

STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE    AND   THE PERCENTAGE VOTE REQUIRED OF EACH CLASS

180,200 Common                                                                                                          51%

ADDITIONAL INFORMATION

13. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

14. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

DATE

SIGNATURE OF AUTHORIZED PERSON

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

SIGNATURE OF AUTHORIZED PERSON

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

LLC-1A (REV 01/2008)                                                                                                             APPROVED BY SECRETARY OF STATE

State of California
Secretary of State

LIMITED LIABILITY COMPANY
CERTIFICATE OF AMENDMENT

A $30.00 filing fee must accompany this form.

IMPORTANT — Read all Instructions before completing this form.

This Space For Filing Use Only

1.        SECRETARY OF STATE FILE NUMBER

2.        NAME OF LIMITED LIABILITY COMPANY

200933410007

ZPEHYR LLC

3.        COMPLETE ONLY THE SECTIONS WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED IF NECESSARY

A.       LIMITED LIABILITY COMPANY NAME (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY,” “LTD. LIABILITY CO.” OR THE ABBREVIATIONS “LLC” OR “L.L.C.”)

B.       THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (CHECK ONE):

[ ]ONE MANAGER

[ ]MORE THAN ONE MANAGER

[ ]ALL LIMITED LIABILITY COMPANY MEMBER(S)

C.       AMENDMENT TO TEXT OF THE ARTICLES OF ORGANIZATION:

D.       OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE A CHANGE IN THE LATEST DATE ON WHICH THE LIMITED LIABILITY COMPANY IS TO DISSOLVE OR ANY CHANGE IN THE EVENTS THAT WILL CAUSE THE DISSOLUTION.

4.        FUTURE EFFECTIVE DATE, IF ANY:

MONTH

DAY

YEAR

5.        NUMBER OF PAGES ATTACHED, IF ANY:

6.        IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

/s/ Edward J. Cooney

SIGNATURE OF AUTHORIZED PERSON

DATE

Edward J. Cooney, Member

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

7.        RETURN TO:

NAME

FIRM

ADDRESS

CITY/STATE

ZIP CODE

Dawn Urbanowicz

Nortek, Inc.

50 Kennedy Plaza

Providence, RI

02903

SEC/STATE FORM LLC-2 (Rev. 03/2005) – FILING FEE $30.00                                                              APPROVED BY SECRETARY OF STATE