Common use of Effect of Merger Clause in Contracts

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the COMPANY shall be merged with and into the CompanyURSI, and the CompanyURSI, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the COMPANY shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, franchises of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses chooses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco URSI shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the MergerURSI. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco URSI and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco URSI may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco URSI shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco URSI shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law laws of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and or Newco shall be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and or Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law laws of the State of Incorporationin which the COMPANY is incorporated. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to NEWCO and the Company COMPANY shall be taken and Newco shall deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of NEWCO and the Company and NewcoCOMPANY; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State states of Incorporation incorporation vested in NEWCO and the Company and NewcoCOMPANY, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of NEWCO and the Company and Newco COMPANY and any claim existing, or action or proceeding pending, by or against NEWCO or the Company or Newco COMPANY may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of NEWCO or the Company or Newco COMPANY shall be impaired by the Merger, and all debts, liabilities and duties of NEWCO and the Company and Newco COMPANY shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the each Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the respective Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the relevant Newco shall be merged with and into the CompanyCompany as set forth herein, and the such Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of each Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the such Company and such Newco shall be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the such Company and such Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the such Company and such Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the such Company and such Newco and any claim existing, or action or proceeding pending, by or against the such Company or such Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the any Company or any Newco shall be impaired by the Merger, and all debts, liabilities and duties of the each Company and each Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerMergers, the effect of the each Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State or States of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the each Company shall continue unaffected and unimpaired by the Merger Mergers and the corporate franchises, existence and rights of each Newco shall be merged with and into the respective Company, and the respective Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerMergers, the separate existence of each Newco shall cease and, in accordance with the terms of this Agreement, the respective Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the respective Company and respective Newco shall be transferred to, and vested in, the respective Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the respective Surviving Corporation as they were of the respective Company and respective Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State or States of Incorporation vested in the respective Company and respective Newco, shall not revert or be in any way impaired by reason of the MergerMergers. Except as otherwise provided herein, the respective Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the respective Company and respective Newco and any claim existing, or action or proceeding pending, by or against the respective Company or respective Newco may be prosecuted as if the Merger had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the respective Company or respective Newco shall be impaired by the Merger, and all debts, liabilities and duties of the respective Company and respective Newco shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the The identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco Subsidiary shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco Subsidiary shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to for shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Subsidiary shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoSubsidiary; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newcoor Subsidiary, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinin this Agreement, following the Merger the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company Subsidiary and Newco PalEx and any claim existing, or action or proceeding pending, by or against the Company or Newco Subsidiary may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco Subsidiary shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco Subsidiary shall attach to the Surviving Corporation, Corporation and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company each Constituent Corporation shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and or Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General New York Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationLaw. Except as herein specifically set forthforth and as otherwise required by law, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company BOL shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyBOL, and the CompanyBOL, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco BOL shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoBOL; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoBOL, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco BOL and any claim existing, or action or proceeding pending, by or against the Company or Newco BOL may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco BOL shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco BOL shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At DOBI, as the Effective Time of Surviving Corporation in the Merger, will continue to be governed by the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law laws of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the separate corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms DOBI and all of this Agreement, the Surviving Corporation shall possess all the its rights, privileges, immunities and franchises, of a public, as well as of a public or private, natureand all of its duties and liabilities as a corporation organized under the DGCL will continue unaffected and unimpaired by the Merger. At the close of business on the Effective Date of the Merger, the existence of Lions Gate as a distinct entity shall cease. At that time all rights, franchises and interests of DOBI and Lions Gate, respectively, in and to every type of property, whether real, personal or mixed, and choices in action shall be transferred to and vested in DOBI by virtue of the Merger without any deed or other transfer. DOBI, without any order or other action on the part of any court or otherwise, shall possess all and singular the rights, privileges, powers and franchises, and shall be subject to all the restrictions, disabilities and duties of Lions Gate and DOBI, and all property, whether real, personal or mixed, of Lions Gate and mixedDOBI, and all debts due to Lions Gate or DOBI on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in actionaction or belonging to each of said corporations, shall be vested in DOBI. All property, rights, privileges, powers and franchises, and all and every other interest of Lions Gate or belonging to or due to DOBI as of the Company and Newco shall be transferred Effective Date of the Merger, including, but not limited to, and vested inall patents, the Surviving Corporation without further act or deed; trademarks, licenses, registrations, and all propertyother intellectual properties, rights and privileges, powers and franchises and all and every other interest shall thereafter be thereafter as effectually the property of DOBI to the Surviving Corporation same extent and effect as they were such was of the Company and Newco; respective Constituent Corporations prior to the Effective Date of the Merger, and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws of the State of Incorporation vested otherwise in the Company Lions Gate and Newco, DOBI shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein; provided, the Surviving Corporation however, that all rights of creditors and all liens upon any property of Lions Gate or DOBI shall thenceforth be responsible attach to DOBI and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted enforced against it to the same extent as if the Merger said debts, liabilities, and duties had not taken place, been incurred or the Surviving Corporation may be substituted in their placecontracted by DOBI. Neither the rights of creditors nor any liens or security interests upon the property of either of the Company or Newco Constituent Corporations shall be impaired by the Merger. DOBI shall carry on business with the assets of Lions Gate and DOBI. The established offices and facilities of DOBI and Lions Gate immediately prior to the Merger shall become the established offices and facilities of DOBI. All corporate acts, plans, policies, resolutions, approvals and all debts, liabilities and duties authorizations of the Company stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and Newco shall attach agents of Lions Gate, which were valid and effective immediately prior to the Surviving CorporationMerger shall be taken for all purposes as the acts, plans, policies, resolutions, approvals and may be enforced against such authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Lions Gate. The employees of Lions Gate shall become the employees of the Surviving Corporation and continue to be entitled to the same extent rights and benefits which they enjoyed as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationemployees of Lions Gate.

Effect of Merger. At the Effective Time of the Merger, Without limiting the effect of the Merger shall be as provided in by the applicable provisions of the General Corporation Law laws of the State of Delaware (Delaware, the "Delaware GCL") jurisdiction of formation of AHR LLC, and the law of the State of Incorporation. Except as herein specifically set forthCalifornia, the identityjurisdiction of incorporation of AHRC, existence, purposes, powers, franchises, privileges, rights and immunities as of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchisesEffective Time, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities immunities, powers, purposes and franchisesfranchises of each of such Constituent Companies, whether of a public, as well as of public or a private, private nature, and all property, real, personal and mixed, mixed and all debts due to each of the Constituent Companies, on whatever account, including subscriptions causes of action or other rights and any other assets of any kind or description belonging to shares, and all taxeseither of the Constituent Companies, including those due and owing and those accruedbut not limited to such liabilities as set forth in the Assumption Agreement, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be transferred to, and vested in, in the Surviving Corporation Company without further act or deed; , and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company as they were of the Company and Newco; respective Constituent Companies, and the title to any real estate, or interest thereinpersonal property, whether by deed or otherwise, under the laws vested in each of the State of Incorporation vested in the Company and NewcoConstituent Companies, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinhereof; provided, the Surviving Corporation shall thenceforth be responsible and liable for however, that all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon any property of each of the Constituent Companies shall be preserved unimpaired with respect to the property of affected by such liens immediately prior to the Company or Newco shall be impaired by the MergerEffective Time, and all debts, liabilities and duties liabilities, obligations, duties, terms, conditions, restrictions, or disabilities of the each Constituent Company and Newco shall thenceforth attach to the Surviving Corporation, Company and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties they had been incurred or contracted by it. If at any time the Surviving Company shall consider or be advised that any further assignments or other actions are necessary or desirable to vest in the Surviving Company the title to any property or rights of the Non-Surviving Company, with respect to the Merger, according to the terms hereof, at the request of the Surviving Company the proper officers and directors of the Non-Surviving Company shall execute and make all such proper assignments and take such other action necessary or proper to vest title in such property or rights in the Surviving CorporationCompany and otherwise to carry out the purposes of this Plan of Merger, a signed copy of which will be on file at the principal office of AHR LLC as defined in Section 13 herein, and furnished without cost upon written request to any owner or member of any domestic entity that is a party to or created by the Plan of Merger.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationIncorporation and Delaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation or Delaware vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law law of the State of Delaware (the "Delaware GCL") Incorporation and the law of the State of IncorporationDelaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Pennsylvania Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationLouisiana. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyPurchaser, and the CompanyPurchaser, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Purchaser shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoPurchaser; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and NewcoPurchaser, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco Purchaser and any claim existing, or action or proceeding pending, by or against the Company or Newco Purchaser may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco Purchaser shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco Purchaser shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate corporate ---------------- existence of Newco Transmission II shall cease andcease, in accordance with the terms of this Agreement, and the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, franchises of a publicpublic and private nature and be subject to all the restrictions, as well as disabilities and duties of a privateTransmission II; and all and singular, naturethe rights, privileges, powers and franchises of Transmission II, and all property, real, personal and mixed, and all debts due to Transmission II on whatever account, including as well as for share subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in action, and all and every other interest of or belonging to or due to the Company and Newco shall be transferred to, and vested in, in the Surviving Corporation without further act or deedCorporation; and all property, rights and rights, privileges, powers and franchises franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; Transmission II, and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, otherwise shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for ; but all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon the any property of the Company or Newco Transmission II shall be impaired by the Mergerpreserved unimpaired, and all debts, liabilities and duties of the Company and Newco Transmission II shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against such Surviving Corporation it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by such it. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Transmission II, the Transmission II Stockholder, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving CorporationCorporation and shall be as effective and binding thereon as the same were with respect to Transmission II. The employees and agents of Transmission II shall become the employees and agents of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees and agents of Transmission II.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the each Constituent Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Company shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation Company shall possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and or Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation Company without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation organization vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation Company shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation Company may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving CorporationCompany, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be (as provided defined in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL"Section 4.1 hereof) all and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all singular the rights, privileges, immunities powers and franchises, as well of a public, as well as of a private, public or private nature, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to either of them on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, shares and all other choses things in action, and all and every other interest of or belonging to either of them, shall be, by operation of law or due otherwise, taken and deemed to the Company and Newco shall be transferred to, and shall be vested in, the Surviving Corporation without further act or deed; and all property, rights and rights, privileges, powers and franchises and all and any every other interest shall thereafter effectively be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; Constituent Corporations, and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws otherwise in either of the State of Incorporation vested in the Company and Newco, Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, merger; by the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities debts, liabilities, obligations, duties and obligations penalties of each of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, Constituent Corporations and all said debts, liabilities liabilities, obligations, duties and duties of the Company and Newco penalties shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities liabilities, obligations, duties and duties penalties had been incurred or contracted by such Surviving Corporationit. No liability or obligation due or to become due at the Effective Time, or any claim or demand for any cause then existing against either of the Constituent Corporations or any shareholder, officer or director thereof, shall be released or impaired by the merger, and all rights of creditors and all liens upon property of either of the Constituent Corporations shall be preserved unimpaired.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") [and the law of the State of Incorporation__________]. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At Xethanol, as the Effective Time of Surviving Corporation in the Merger, will continue to be governed by the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law laws of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the separate corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms Xethanol and all of this Agreement, the Surviving Corporation shall possess all the its rights, privileges, immunities and franchises, of a public, as well as of a public or private, natureand all of its duties and liabilities as a corporation organized under the DGCL will continue unaffected and unimpaired by the Merger. At the close of business on the Effective Date of the Merger, the existence of Zen Pottery as a distinct entity shall cease. At that time all rights, franchises and interests of Xethanol and Zen Pottery, respectively, in and to every type of property, whether real, personal or mixed, and choices in action shall be transferred to and vested in Xethanol by virtue of the Merger without any deed or other transfer. Xethanol, without any order or other action on the part of any court or otherwise, shall possess all and singular the rights, privileges, powers and franchises, and shall be subject to all the restrictions, disabilities and duties of Zen Pottery and Xethanol, and all property, whether real, personal or mixed, of Zen Pottery and mixedXethanol, and all debts due to Zen Pottery or Xethanol on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in actionaction or belonging to each of said corporations, shall be vested in Xethanol. All property, rights, privileges, powers and franchises, and all and every other interest of Zen Pottery or belonging to or due to Xethanol as of the Company and Newco shall be transferred Effective Date of the Merger, including, but not limited to, and vested inall patents, the Surviving Corporation without further act or deed; trademarks, licenses, registrations, and all propertyother intellectual properties, rights and privileges, powers and franchises and all and every other interest shall thereafter be thereafter as effectually the property of Xethanol to the Surviving Corporation same extent and effect as they were such was of the Company and Newco; respective Constituent Corporations prior to the Effective Date of the Merger, and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws of the State of Incorporation vested otherwise in the Company Zen Pottery and Newco, Xethanol shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein; provided, the Surviving Corporation however, that all rights of creditors and all liens upon any property of Zen Pottery or Xethanol shall thenceforth be responsible attach to Xethanol and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted enforced against it to the same extent as if the Merger said debts, liabilities, and duties had not taken place, been incurred or the Surviving Corporation may be substituted in their placecontracted by Xethanol. Neither the rights of creditors nor any liens or security interests upon the property of either of the Company or Newco Constituent Corporations shall be impaired by the Merger. Xethanol shall carry on business with the assets of Zen Pottery and Xethanol. The established offices and facilities of Xethanol and Zen Pottery immediately prior to the Merger shall become the established offices and facilities of Xethanol. All corporate acts, plans, policies, resolutions, approvals and all debts, liabilities and duties authorizations of the Company stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and Newco shall attach agents of Zen Pottery, which were valid and effective immediately prior to the Surviving CorporationMerger shall be taken for all purposes as the acts, plans, policies, resolutions, approvals and may be enforced against such authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Zen Pottery. The employees of Zen Pottery shall become the employees of the Surviving Corporation and continue to be entitled to the same extent rights and benefits which they enjoyed as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationemployees of Zen Pottery.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law laws of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationDelaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Lockwave shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco XXXX shall be merged with and into the CompanyLockwave, and the CompanyLockwave, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco XXXX shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company Lockwave and Newco XXXX shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company Lockwave and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the MergerXXXX. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company Lockwave and Newco XXXX and any claim existing, or action or proceeding pending, by or against the Company Lockwave or Newco XXXX may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company Lockwave or Newco XXXX shall be impaired by the Merger, and all debts, liabilities and duties of the Company Lockwave and Newco XXXX shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of ---------------- the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the COMPANY shall be merged with and into the CompanyHDS, and the CompanyHDS, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the COMPANY shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, franchises of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco HDS shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco HDS and the Surviving Corporation shall be substituted for the COMPANY or HDS with respect to any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their placeHDS. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco HDS shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco HDS shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At ROK, as the Effective Time of Surviving Corporation in the Merger, will continue to be governed by the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law laws of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the separate corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms ROK and all of this Agreement, the Surviving Corporation shall possess all the its rights, privileges, immunities and franchises, of a public, as well as of a public or private, natureand all of its duties and liabilities as a corporation organized under the DGCL will continue unaffected and unimpaired by the Merger. At the close of business on the Effective Date of the Merger, the existence of Cyberfund as a distinct entity shall cease. At that time all rights, franchises and interests of ROK and Cyberfund, respectively, in and to every type of property, whether real, personal or mixed, and choices in action shall be transferred to and vested in ROK by virtue of the Merger without any deed or other transfer. ROK, without any order or other action on the part of any court or otherwise, shall possess all and singular the rights, privileges, powers and franchises, and shall be subject to all the restrictions, disabilities and duties of Cyberfund and ROK, and all property, whether real, personal or mixed, of Cyberfund and mixedROK, and all debts due to Cyberfund or ROK on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in actionaction or belonging to each of said corporations, shall be vested in ROK. All property, rights, privileges, powers and franchises, and all and every other interest of Cyberfund or belonging to or due to ROK as of the Company and Newco shall be transferred Effective Date of the Merger, including, but not limited to, and vested inall patents, the Surviving Corporation without further act or deed; trademarks, licenses, registrations, and all propertyother intellectual properties, rights and privileges, powers and franchises and all and every other interest shall thereafter be thereafter as effectually the property of ROK to the Surviving Corporation same extent and effect as they were such was of the Company and Newco; respective Constituent Corporations prior to the Effective Date of the Merger, and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws of the State of Incorporation vested otherwise in the Company Cyberfund and Newco, ROK shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein; provided, the Surviving Corporation however, that all rights of creditors and all liens upon any property of Cyberfund or ROK shall thenceforth be responsible attach to ROK and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted enforced against it to the same extent as if the Merger said debts, liabilities, and duties had not taken place, been incurred or the Surviving Corporation may be substituted in their placecontracted by ROK. Neither the rights of creditors nor any liens or security interests upon the property of either of the Company or Newco Constituent Corporations shall be impaired by the Merger. ROK shall carry on business with the assets of Cyberfund and ROK. The established offices and facilities of ROK and Cyberfund immediately prior to the Merger shall become the established offices and facilities of ROK. All corporate acts, plans, policies, resolutions, approvals and all debts, liabilities and duties authorizations of the Company stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and Newco shall attach agents of Cyberfund, which were valid and effective immediately prior to the Surviving CorporationMerger shall be taken for all purposes as the acts, plans, policies, resolutions, approvals and may be enforced against such authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Cyberfund. The employees of Cyberfund shall become the employees of the Surviving Corporation and continue to be entitled to the same extent rights and benefits which they enjoyed as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationemployees of Cyberfund.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Desert Care shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyDesert Care, and the CompanyDesert Care, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Desert Care shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoDesert Care; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoDesert Care, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco Desert Care and any claim existing, or action or proceeding pending, by or against the Company or Newco Desert Care may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco Desert Care shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco Desert Care shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationIncorporation and the State of California. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation or otherwise vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law Delaware GCL and the applicable provisions of the State of Delaware (the "Delaware GCL") and the corporate law of the State of IncorporationCalifornia. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Acquisition Sub shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the Acquisition Sub shall cease and, in accordance with the terms of this Agreement, the Delaware GCL and the corporate law of the State of California, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco the Acquisition Sub shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newcothe Acquisition Sub; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcothe Acquisition Sub, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco the Acquisition Sub and any claim existing, or action or proceeding pending, by or against the Company or Newco the Acquisition Sub may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationUtah. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the The identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco Subsidiary shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco Subsidiary shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to for shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Subsidiary shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoSubsidiary; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newcoor Subsidiary, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinin this Agreement, following the Merger the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Subsidiary and Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco Subsidiary may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco Subsidiary shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco Subsidiary shall attach to the Surviving Corporation, Corporation and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law Delaware GCL and the laws of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationFlorida. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever accountall accounts whatsoever, including including, without limitation, subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY, and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all propertyof the respective properties, rights and privileges, powers and franchises and all and every other interest of COMPANY and NEWCO shall be thereafter as effectually be the property of the Surviving Corporation as they were of COMPANY and NEWCO prior to the Company and NewcoMerger; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger; and the assets, liabilities, reserves, and accounts of COMPANY shall be taken up on the books of the Surviving Corporation at the amounts at which they respectively were carried on the books of COMPANY, subject to such adjustments as may be appropriate in giving effect to the Merger and the accounting for the Merger as a pooling-of-interests. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation. The separate corporate existence of any direct or indirect subsidiary of Company existing prior to the Merger shall continue unaffected by the Merger, and such subsidiaries shall be subsidiaries of the Surviving Corporation at the Effective Time.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, permits, licenses, approvals, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco Buyer shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time Date of the Merger, the separate existence of Newco Buyer shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, permits, licenses, approvals, immunities and franchises, of a public, public as well as of a private, private nature, ; and all property, real, personal and mixed, and all (except as otherwise expressly set forth herein) debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the each of Buyer and Company shall be taken and Newco shall deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of the Company Buyer and NewcoCompany; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in Buyer and Company shall be deemed to be in the Company Surviving Corporation and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Buyer and Company and Newco and any claim existing, or action or proceeding pending, by or against the Buyer or Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Buyer or Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the each of Buyer and Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At From and after the Effective Time Time, without any further action by the Constituent Entities or any of their respective members: (A) LLC, as the surviving entity in the LLC Merger, shall have all of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesrights, privileges, rights immunities and immunities of the Company shall continue unaffected powers, and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with subject to all the duties and into liabilities, of a limited liability company organized under the Company, and the CompanyLLC Act; (B) LLC, as the Surviving Corporation, shall be fully vested therewith. At surviving entity in the Effective Time of the LLC Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, public as well as a private nature, of a private, natureeach Constituent Entity, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all each and every other interest of or belonging to or due to the Company and Newco each Constituent Entity, shall be transferred todeemed to be and hereby is vested in LLC, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estateproperty, or any interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcoeither Constituent Entity, shall not revert or be in any way impaired by reason of the LLC Merger. Except as otherwise provided herein, the Surviving Corporation ; (C) LLC shall thenceforth be responsible and liable for all of the liabilities and obligations of the Company and Newco each Constituent Entity, and any claim existing, existing or action or proceeding pending, pending by or against one of the Company or Newco Constituent Entities may be prosecuted as if the LLC Merger had not taken place, place or the Surviving Corporation LLC may be substituted in their its place. Neither ; (D) neither the rights of creditors nor any liens upon the property of either of the Company or Newco Constituent Entity shall be impaired by the LLC Merger; and (E) the LLC Merger shall have any other effect set forth in the Acts, the CCA Act, and the Transaction Agreement dated January __, 1999 between the Cooperative, MCP Colorado and LLC (the "Transaction Agreement"); all debts, liabilities with the effect and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to extent provided in the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationapplicable provisions of Colorado law.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Pennsylvania Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationMinnesota. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the corporate law of the State of IncorporationFlorida. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired or enlarged by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, Corporation and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationIncorporation and the State of California. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco Golden Bear and Realgreen shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco Golden Bear and Realgreen shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company Golden Bear and Realgreen and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company Golden Bear and Realgreen and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation or otherwise vested in the Company Golden Bear or Realgreen and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company Golden Bear, Realgreen and Newco and any claim existing, or action or proceeding pending, by or against the Company Golden Bear, Realgreen or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company Golden Bear, Realgreen or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company Golden Bear, Realgreen and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. (a) At the Effective Time of the MergerClosing, the effect of the Merger shall be as provided have the effects set forth in the applicable provisions Section 259 of the General Corporation Law DGCL. Without limiting the generality of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Companyforegoing, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, subject thereto: (i) the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, of a public, as well as of a private, public and private nature, and shall be subject to all the restrictions, disabilities and duties of each of Buyer and the Company (the "Constituent Corporations"); (ii) all property, real, personal and mixed, and all debts due to either Constituent Corporation on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in actionaction and other things belonging to the Constituent Corporations, shall be vested in the Surviving Corporation; (iii) all property, rights, privileges, powers and all franchises, and every other interest of or belonging to or due to each of the Company Constituent Corporations shall be, from and Newco shall be transferred toafter the Closing Date, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws of the State of Incorporation vested otherwise in the Company and Newco, Constituent 4 Corporations shall not revert or be impaired in any way impaired by reason of this Agreement or the Merger. Except as otherwise Merger provided for herein, the Surviving Corporation shall thenceforth be responsible and liable for but all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon the any property of the Company or Newco either Constituent Corporation shall be impaired by the Mergerpreserved unimpaired, and all debts, liabilities and duties of the Company Constituent Corporations shall, from and Newco shall after the Closing, attach to and become the debts, liabilities and duties of the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation; and (iv) all transfers vesting in the Surviving Corporation referred to herein shall be deemed to occur by operation of law and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger or consolidation by law or express provision of any contract, agreement, decree, order or other instrument to which either or both of the Constituent Corporations is a party or is bound.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware Connecticut (the "Delaware GCLApplicable Corporate Law") and the law of the State of Incorporation). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, franchises of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.proceeding

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the ---------------- identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Merger Effective Time of the MergerDate, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and or Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and or Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At From and after the Effective Time Time, without any further action by the Constituent Corporations or any of their respective shareholders: (a) North Dakota Corporation, as the surviving corporation in the DGP Merger, shall have all of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesrights, privileges, rights immunities and immunities of the Company shall continue unaffected powers, and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with subject to all the duties and into liabilities, of a corporation organized under the Company, and the CompanyNorth Dakota Corporation Act; (b) North Dakota Corporation, as the Surviving Corporation, shall be fully vested therewith. At surviving corporation in the Effective Time of the DGP Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, public as well as a private nature, of a private, natureeach Constituent Corporation, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses choices in action, and all each and every other interest of or belonging to or due to the Company and Newco each Constituent Corporation, shall be transferred todeemed to be and hereby is vested in North Dakota Corporation, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estateproperty, or any interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcoeither Constituent Corporation, shall not revert or be in any way impaired by reason of the DGP Merger. Except as otherwise provided herein, the Surviving ; (c) North Dakota Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the Company and Newco each Constituent Corporation, and any claim existing, existing or action or proceeding pending, pending by or against one of the Company or Newco Constituent Corporations may be prosecuted as if the DGP Merger had not taken place, place or the Surviving North Dakota Corporation may be substituted in their its place. Neither ; (d) neither the rights of creditors nor any liens upon the property of either of the Company or Newco Constituent Corporations shall be impaired by the DGP Merger; and (e) the DGP Merger shall have any other effect set forth in the Acts and the Transaction Agreement dated January 31, 2002 between the Colorado Corporation, North Dakota Corporation, Dakota Growers Pasta Restructuring Cooperative, a Colorado cooperative, and all debtsDakota Growers Pasta Company, liabilities a North Dakota cooperative (the "Transaction Agreement"), in each case with the effect and duties to the extent provided in the applicable provisions of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving CorporationActs.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the ---------------- identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company MERGED COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Merger Effective Time of the MergerDate, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses chooses in action, and all and every other interest of or belonging to or due to each of the Company MERGED COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of each of the Company MERGED COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company MERGED COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company MERGED COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company MERGED COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company MERGED COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of each of the Company MERGED COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationTennessee. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company each COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco each NEWCO shall be merged with and into the Companyeach COMPANY, respectively, as set forth on Annex I hereto, and the Companyeach COMPANY, as the respective Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco each NEWCO shall cease and, in accordance with the terms of this Agreement, the respective Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company respective COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the such Surviving Corporation as they were of the Company respective COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company respective COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the each Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company respective COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company respective COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the such Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company any COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company each COMPANY and Newco each NEWCO shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At and after the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this AgreementTime, the Surviving Corporation shall possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a private, private nature, and all of each of the Constituent Corporations. All property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of of, or belonging to to, or due to to, each of the Company and Newco Constituent Corporations shall be taken and deemed to be transferred toto and vested in, and or continue to be vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the . The title to any real estate, or any interest therein, whether by deed or otherwise, under the laws vested in either of the State of Incorporation vested in the Company and Newco, Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth thereupon and thereafter be responsible and liable for all of the liabilities and obligations of each of the Company and Newco Constituent Corporations and any claim existing, or action or proceeding pending, by or pending against either of the Company or Newco Constituent Corporations may be prosecuted as if the Merger had not taken place, or against the Surviving Corporation may be substituted in their placeplace of either or both of the Constituent Corporations. Neither the rights of creditors nor any liens upon the property of the Company or Newco either Constituent Corporation shall be impaired by the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and all debtsauthorizations of Midland, liabilities its stockholders, board of directors and duties committees thereof, officers and agents, which were valid and effective immediately prior to the Effective Time of the Company Merger, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and Newco shall attach to authorizations of the Surviving Corporation, Corporation and may shall be enforced against such effective and binding thereon as if the same were with respect to Midland. The employees and agents of Midland shall become the employees and agents of the Surviving Corporation and continue to be entitled to the same extent rights and benefits which they enjoyed as if said debts, liabilities employees and duties had been incurred or contracted by such Surviving Corporationagents of Midland.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware Massachusetts (the "Delaware GCLApplicable Corporate Law") and the law of the State of Incorporation). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, franchises of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.proceeding

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the corporate law of the State The Commonwealth of IncorporationMassachusetts. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired or enlarged by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, Corporation and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Massachusetts Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationLaw. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company BOL shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyBOL, and the CompanyBOL, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco BOL shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoBOL; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoBOL, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco BOL and any claim existing, or action or proceeding pending, by or against the Company or Newco BOL may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco BOL shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco BOL shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the Michigan Business Corporation Act and the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationDelaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.Surviving

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationNew York. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State each state of Incorporation vested in the Company and Newcoincorporation, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.any

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the ---------------- identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Merger Effective Time of the MergerDate, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of each of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the each of Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of each of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law corporation law of the State of Delaware Texas (the "Delaware GCLCorporation Statute") and the law of the State of IncorporationDelaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco ACQUISITION CORP. shall be merged with and into the Company-6- COMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco ACQUISITION CORP. shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco ACQUISITION CORP. shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoACQUISITION CORP.; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoACQUISITION CORP., shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco ACQUISITION CORP. and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco ACQUISITION CORP. may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco ACQUISITION CORP. shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco ACQUISITION CORP. shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation or otherwise vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At Upon the Effective Time of the Merger, the effect of the Merger date when this agreement shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Mergerbecome effective, the separate existence of Newco NOVA PHARMACEUTICAL, INC. shall cease andcease, and NOVA PHARMACEUTICAL, INC. shall be merged into NALBANDO ENTERPRISES, INC., the surviving corporation in accordance with the terms provisions of this Agreementagreement, the Surviving Corporation which corporation shall possess all the rights, privileges, immunities powers and franchises, franchises as well of a public, as well public as of a privateprivate nature and be subject to all the restrictions, naturedisabilities, and duties of each of the corporations, parties to this agreement, and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest each of or belonging to or due to the Company and Newco such corporations shall be transferred to, and vested in, in the Surviving Corporation without further act or deedsurviving corporation; and all property, rights right and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation surviving corporation as they were of the Company and Newco; respective constituent corporations, and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcoany of said corporations, parties hereto, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise this merger, provided herein, the Surviving Corporation shall thenceforth be responsible and liable for that all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon the property of the Company or Newco any of said corporations, parties hereto, shall be impaired by the Mergerpreserved unimpaired, and all debts, liabilities and duties of NOVA PHARMACEUTICAL, INC., party of the Company and Newco second part, shall thenceforth attach to the Surviving Corporation, said surviving corporation and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time THE CORPORATION shall consider or be advised that any further assignments or assurances in law or any things are necessary or desirable to vest in said corporation, according to the terms hereof, the title to any property or rights of said NOVA PHARMACEUTICAL, INC., party of the second part, the proper officers and directors of said corporation shall and will execute and make all such Surviving Corporationproper assignments and assurances and do all thins necessary or proper to vest title in such property or rights in THE CORPORATION, and otherwise to carry out the purposes of this Plan of Merger. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Plan of Merger which may be contained in the articles of incorporation of a corporation organized under the Corporation Law of Nevada, in the manner now or hereafter prescribed by said Corporation Law, and all rights conferred upon stockholders herein are granted subject to this reservation. STOCK EXCHANGE LISTING The CORPORATION will strive toward listing on the Electronic Bulletin Board and THE CORPORATION shall make all reasonable efforts to maintain such listing once it is achieved.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationArizona. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At From and after the Effective Time Time, without any further action by the Constituent Entities or any of their respective members: (a) LLC, as the surviving entity in the LLC Merger, shall have all of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesrights, privileges, rights immunities and immunities of the Company shall continue unaffected powers, and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with subject to all the duties and into liabilities, of a limited liability company organized under the Company, and the CompanyLLC Act; (b) LLC, as the Surviving Corporation, shall be fully vested therewith. At surviving entity in the Effective Time of the LLC Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, public as well as a private nature, of a private, natureeach Constituent Entity, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses choices in action, and all each and every other interest of or belonging to or due to the Company and Newco each Constituent Entity, shall be transferred todeemed to be and hereby is vested in LLC, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estateproperty, or any interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcoeither Constituent Entity, shall not revert or be in any way impaired by reason of the LLC Merger. Except as otherwise provided herein, the Surviving Corporation ; (c) LLC shall thenceforth be responsible and liable for all of the liabilities and obligations of the Company and Newco each Constituent Entity, and any claim existing, existing or action or proceeding pending, pending by or against one of the Company or Newco Constituent Entities may be prosecuted as if the LLC Merger had not taken place, place or the Surviving Corporation LLC may be substituted in their its place. Neither ; (d) neither the rights of creditors nor any liens upon the property of either of the Company or Newco Constituent Entity shall be impaired by the LLC Merger; and (e) the LLC Merger shall have any other effect set forth in the Acts, the CCA Act, and the Amended and Restated Transaction Agreement dated as of May , 1999 between the Cooperative, MCP Colorado and LLC (the "Transaction Agreement"); all debts, liabilities with the effect and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to extent provided in the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationapplicable provisions of Colorado law.

Effect of Merger. At On the Effective Time of the Mergermerger, the effect of the Merger EGIG shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") cease to exist and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms provisions of this AgreementAgreement and in accordance with the provisions of, and with the effect provided in the corporation laws of the State of Nevada. The Surviving Corporation shall possess all the rights, privileges, immunities and powers, franchises, trust and fiduciary duties, powers and obligations, and be subject to all the restrictions, obligations and duties of a publiceach ALPHA and EGIG, as well as and all the rights, privileges, powers, franchises, trust and fiduciary rights, powers, duties and obligations of a private, nature, ALPHA and EGIG; and all property, real, personal and mixed, and all debts due to ALPHA and EGIG on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things belonging to each ALPHA and EGIG shall be vested in actionthe Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest of or belonging to or due to the Company and Newco shall thereafter be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company ALPHA and NewcoEGIG; and the title to any real estate, or interest therein, whether vested by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, either ALPHA or EGIG shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinmerger; provided, the Surviving Corporation shall thenceforth be responsible and liable for however, that all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon the any property of the Company either ALPHA or Newco EGIG shall be impaired by the Mergerpreserved unimpaired, and all debts, liabilities and duties of the Company ALPHA and Newco EGIG shall thenceforth attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation. The Articles of Incorporation and Bylaws of ALPHA shall remain those of the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law Delaware GCL and the laws of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationCalifornia. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever accountall accounts whatsoever, including including, without limitation, subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY, and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all propertyof the respective properties, rights and privileges, powers and franchises and all and every other interest of COMPANY and NEWCO shall be thereafter as effectually be the property of the Surviving Corporation as they were of COMPANY and NEWCO prior to the Company and NewcoMerger; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger; and the assets, liabilities, reserves, and accounts of COMPANY shall be taken up on the books of the Surviving Corporation at the amounts at which they respectively were carried on the books of COMPANY, subject to such adjustments as may be appropriate in giving effect to the Merger and the accounting for the Merger as a pooling-of-interests. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation. The separate corporate existence of any direct or indirect subsidiary of Company existing prior to the Merger shall continue unaffected by the Merger, and such subsidiaries shall be subsidiaries of the Surviving Corporation at the Effective Time.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the corporate law of the State of IncorporationConnecticut. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired or enlarged by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, Corporation and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the General Corporation Law MBCA. Without limiting the generality of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Companyforegoing, and the Companysubject thereto, as the Surviving Corporation, shall be fully vested therewith. At at the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities immunities, powers, and franchises, of a public, public as well as a private nature, of a privatethe Constituent Corporations, natureand shall become subject to all of the duties, liabilities and obligations of each of the Constituent Corporations; and all rights, privileges, immunities, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or action belonging to or due to the Company and Newco each such corporation, shall be transferred to, and become vested in, in the Surviving Corporation without further act or deedCorporation; and all property, rights and rights, privileges, powers and franchises and franchises, and, without any further action or deed, all and every other interest shall be become thereafter as effectually the property of the Surviving Corporation as they were are of the Company and NewcoConstituent Corporations; and the title to any real estate, or interest therein, whether property vested by deed or otherwise, under the laws otherwise or any other interest in real estate vested by any instrument or otherwise in either of the State of Incorporation vested in the Company and Newco, such Constituent Corporations shall not revert or be become in any way impaired by reason of the Merger. Except as otherwise provided herein, ; but all rights of creditors and Encumbrances upon any property of either Constituent Corporation shall therefore attach to the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Mergerpreserved unimpaired, and all debts, liabilities liabilities, obligations and duties of the Company and Newco each Constituent Corporation shall attach to the Surviving Corporation, Corporation and may be enforced enforceable against such Surviving Corporation it to the same extent as if said debts, liabilities liabilities, obligations and duties had been incurred or contracted by such Surviving Corporationit; all of the foregoing in accordance with the applicable provisions of the MBCA.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the each Constituent Corporation Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and or Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At The Merger shall have the Effective Time effects set forth in the corporate laws of the Merger, the effect States of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware Ohio and Florida (the "Delaware GCLMerger Provision") and the law of the State of Incorporation). Except as herein specifically set forthforth to the contrary in the Merger Provision or in this Agreement, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At ; at the Effective Time of the Merger, the separate existence of Newco JasTech and JasTech/Fla shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, private nature, ; and all property, real, personal and mixed, property and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, shares and all and every other interest of or belonging to or due to the Newco and Company shall be taken and Newco shall deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and rights, privileges, powers powers, licenses and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General New York Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationLaw. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company BOL shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyBOL, and the CompanyBOL, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco BOL shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoBOL; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoBOL, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco BOL and any claim existing, or action or proceeding pending, by or against the Company or Newco BOL may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco BOL shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco BOL shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Business Corporation Law Act of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationTexas. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerDate, the effect of the Merger ---------------- shall be as provided in the applicable provisions Applicable Corporate Laws. Without limiting the generality of the General Corporation Law of the State of Delaware (the "Delaware GCL") foregoing and the law of the State of Incorporation. Except as herein specifically set forthsubject thereto, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At at the Effective Time of the MergerDate, the separate existence of Newco shall cease andSurviving Corp shall, in accordance with the terms of this Agreementwithout further action, the Surviving Corporation shall succeed to and possess all the rights, privileges, immunities and franchisespowers, of a public, public as well as of a private, private nature, of the Non-Surviving Corps; and all property, real, personal and mixed, and all debts due on whatever whatsoever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses causes in action, and all and every other interest interest, of or belonging to or due to any of the Company and Newco Non-Surviving Corps, shall be transferred to, and deemed to be vested in, the in Surviving Corporation Corp without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or any interest therein, whether by deed vested in Surviving Corp or otherwise, under the laws any of the State of Incorporation vested in the Company and Newco, Non-Surviving Corps shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinSuch transfer to and vesting in Surviving Corp shall be deemed to occur by operation of law and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger or consolidation by law or express provision in any contract, agreement, decree, order or other instrument to which Surviving Corp or any of the Non-Surviving Corporation Corps is a party or by which any of them is bound. Following the Effective Date, Surviving Corp shall thenceforth be responsible and liable for all the debts, liabilities and obligations duties of the Company and Newco and any claim existingNon-Surviving Corps, or action or proceeding pending, by or against the Company or Newco which may be prosecuted enforced against Surviving Corp to the same extent as if the Merger such debts, liabilities, and duties had not taken place, been incurred or the Surviving Corporation may be substituted in their placecontracted by it. Neither the rights of creditors nor any liens upon the property of Surviving Corp or any of the Company or Newco Non-Surviving Corps shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General New York Business Corporation Law of the State of Delaware (the "Delaware GCLNYBCL") and the law of the State of Incorporation). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law Delaware GCL and the laws of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationArizona. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever accountall accounts whatsoever, including including, without limitation, subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY, and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all propertyof the respective properties, rights and privileges, powers and franchises and all and every other interest of COMPANY and NEWCO shall be thereafter as effectually be the property of the Surviving Corporation as they were of COMPANY and NEWCO prior to the Company and NewcoMerger; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger; and the assets, liabilities, reserves, and accounts of COMPANY shall be taken up on the books of the Surviving Corporation at the amounts at which they respectively were carried on the books of COMPANY, subject to such adjustments as may be appropriate in giving effect to the Merger and the accounting for the Merger as a pooling-of-interests. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation. The separate corporate existence of any direct or indirect subsidiary of Company existing prior to the Merger shall continue unaffected by the Merger, and such subsidiaries shall be subsidiaries of the Surviving Corporation at the Effective Time.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law laws of the State of Delaware (Delaware. Acquisition shall, pursuant to the Merger, change its name to "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the Xxxx Communications Inc." The identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Acquisition shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyAcquisition, and the Company, as the Surviving Corporation, Acquisition shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation Acquisition shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company shall be taken and Newco shall deemed to be transferred to, and vested in, the Surviving Corporation Acquisition without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Acquisition as they were of the Company and NewcoAcquisition; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and NewcoAcquisition, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation Acquisition shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco Acquisition and any claim existing, or action or proceeding pending, by or against the Company or Newco Acquisition may be prosecuted as if the Merger had not taken place, or the Surviving Corporation Acquisition may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco Acquisition shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco Acquisition shall attach to the Surviving CorporationAcquisition, and may be enforced against such Surviving Corporation the Acquisition to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving CorporationAcquisition.

Effect of Merger. At Whenever a merger involving this trust has been effected in accordance with the Effective Time provisions of this trust and a plan of merger, (i) the Merger, the effect several parties to such plan of the Merger merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set fortha single entity, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco which shall be merged with and into the Company, and the Company, that entity designated in such plan of merger as the Surviving CorporationEntity, shall be fully vested therewith. At the Effective Time of the Merger, (ii) the separate existence of Newco shall cease andall parties to such plan of merger, in accordance with the terms of this Agreement, except the Surviving Corporation Entity, shall cease, (iii) the Surviving Entity shall thereupon and thereafter possess all the rights, privileges, immunities immunities, and franchises, of a public, as well as of a private, public or 57 a private nature, of each of the merging parties and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, action and all and every other interest of or belonging to or due to each of the Company and Newco parties so merged shall be taken and deemed to be transferred to, to and vested in, the in such single Surviving Corporation Entity without further act or deed; deed and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or any interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, any of such parties shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinsuch merger, the (iv) such Surviving Corporation Entity shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company and Newco parties so merged and any claim existing, existing or action or proceeding pending, pending by or against the Company or Newco any of such parties may be prosecuted to judgment as if the Merger such merger had not taken place, place or the such Surviving Corporation Entity may be substituted in their place. Neither its place and neither the rights of creditors nor any liens upon the property of the Company or Newco any of such parties so merged shall be impaired by such merger, (v) the Mergerprovisions of this trust shall be deemed to be amended to the extent, if any, that changes in this trust are stated in such plan of merger and all debts(vi) when such merger has been effected, liabilities and duties the shares or other equity interests of the Company entity to be converted under the terms of such plan of merger shall cease to exist and Newco the holders of such shares or other equity interests so converted shall attach be entitled only to the Surviving Corporationmoney, and may be enforced against securities or other property into which those shares or other equity interests shall have been converted in accordance with such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationplan of merger."

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law Delaware GCL and the laws of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationMinnesota. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever accountall accounts whatsoever, including including, without limitation, subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses chosen in action, and all and every other interest of or belonging to or due to the Company COMPANY, and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all propertyof the respective properties, rights and privileges, powers and franchises and all and every other interest of COMPANY and NEWCO shall thereafter be thereafter as effectually the property of the Surviving Corporation as they were of COMPANY and NEWCO prior to the Company and NewcoMerger; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger; and the assets, liabilities, reserves, and accounts of COMPANY shall be taken up on the books of the Surviving Corporation at the amounts at which they respectively were carried on the books of COMPANY, subject to such adjustments as may be appropriate in giving effect to the Merger and the accounting for the Merger as a pooling-of-interests. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation. The separate corporate existence of any direct or indirect subsidiary of Company existing prior to the Merger shall continue unaffected by the Merger, and such subsidiaries shall be subsidiaries of the Surviving Corporation at the Effective Time.

Effect of Merger. At As of the Effective Time Time, the Surviving Savings Bank shall, by operation of law and without other transfer, succeed to all and singular of the Mergerassets, capital, rights, privileges and franchises, and the effect rights, title and interests in and to all property of any kind whatsoever, whether real or personal, tangible or intangible, and things in action, and every right privilege, interest or asset of conceivable value or benefit then existing to which either of the Merger Merging Savings Banks shall be entitled at law or in equity, and all of the foregoing shall be fully and finally and without any right of reversion transferred to and vested in the Surviving Savings Bank without further act or deed. The Surviving Savings Bank shall have and hold the same in its own corporate right as provided in fully as the same was possessed and held by either of the Merging Savings Banks from which the rights were transferred by operation of the applicable provisions of the General Corporation Law laws of the State United States. The rights, obligations and relations of Delaware (either of the "Delaware GCL") Merging Savings Banks in respect to any person, creditor, or depositor shall remain unimpaired; and the law Surviving Savings Bank shall, as of the State of Incorporation. Except as herein specifically set forthEffective Time, the identitysucceed to all such relations, existence, purposesobligations, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Companyliabilities, and shall execute and perform all duties in relation thereof in the Company, same manner as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance though it had itself assumed or been clothed with the terms of this Agreementrelation, or had itself incurred the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of obligation or belonging to or due to the Company and Newco shall be transferred to, and vested in, the Surviving Corporation without further act or deedliability; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations to creditors of any of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had Merging Savings Banks shall not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Mergermerger; nor shall any obligation or liability of any stockholder of any of the Constituent Corporations be affected by the merger, but their obligations and liabilities shall continue as fully, and all debtsto the same extent, liabilities as existed before the merger. The Surviving Savings Bank shall be considered the same business and duties corporate entity us both of NASB and Interim Association. Any reference to either NASB or Interim Association in any writing, whether executed or taking effect before or after the Company and Newco Effective Time, shall attach be deemed a reference to the Surviving CorporationSavings Bank if not inconsistent with the other provisions of such writing. THE SURVIVING SAVINGS BANK The name of the Surviving Savings Bank shall be "North American Savings Bank, F.S.B." The charter of the Surviving Savings Bank shall be the same as the charter of NASB as of the Effective Time unless and may until amended by proper action of the stockholders of the Surviving Savings Bank. The main office of the Surviving Savings Bank shall be enforced against such located at 10000 Xxxxx 00 Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000. The by-laws of the Surviving Corporation Savings Bank shall be the same as the by-laws of NASB as of the Effective Time unless and until altered and amended by proper action of the Surviving Savings Bank. The officers and directors of the Surviving Savings Bank after the Effective Time shall be the same as the officers and directors of NASB immediately prior to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving CorporationEffective Time.

Effect of Merger. At the Effective Time Time, Xxxxxx Xxxxxxx shall merge with and into FGM, and the separate existence of the Merger, the effect of the Merger Xxxxxx Xxxxxxx shall be as provided in the applicable cease. Without limiting any provisions of the General Corporation Law applicable law of the State of Delaware (the "Delaware GCL") and the law of or the State of Incorporation. Except as herein specifically set forthMississippi, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At at the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, Time: (i) the Surviving Corporation shall possess succeed, without other transfer, to all the assets, rights, privileges, immunities powers and franchises, property of a public, as well as of a private, naturethe Constituent Corporations, and title to all property, real, personal real estate and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest property owned by each of or belonging to or due to the Company and Newco Constituent Corporations shall be transferred to, and vested in, in the Surviving Corporation without further act reversion or deedimpairment; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, (ii) the Surviving Corporation shall thenceforth be responsible and liable for succeed, without other transfer, to all of the debts, liabilities and obligations of the Company and Newco and Constituent Corporations as if it had incurred them itself; (iii) any claim existing, or action or proceeding pending, by or pending against either of the Company or Newco Constituent Corporations may be prosecuted continued as if the Merger had did not taken place, occur or the Surviving Corporation may be substituted in their place. Neither the rights proceeding for Xxxxxx Xxxxxxx; (iv) the Surviving Corporation shall be subject to all actions previously taken by the Boards of creditors nor any liens upon the property Directors of the Company or Newco Constituent Corporations, and shall assume all obligations of Xxxxxx Xxxxxxx relating to the indemnification of its officers and directors; (v) the Surviving Corporation shall assume, without any further action, all employee benefit plans of Xxxxxx Xxxxxxx, including, but not limited to, all stock option, stock purchase, stock repurchase, deferred compensation, welfare and savings plans, as well all employment and severance agreements, subject, in each case, to the terms and conditions of such plans and agreements. and (vi) the shares of Xxxxxx Xxxxxxx Common Stock that are to be converted into shares of common stock, par value $.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationso converted.

Effect of Merger. At On the Effective Time of the MergerDate, the effect separate existence of the Merger TXEN shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") cease and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco it shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At On the Effective Time of the MergerDate, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchisesfranchises of each of the Constituent Corporations, both of a public, as well as of a private, public and private nature, and all property, real, personal personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in action, action and all intangible assets belonging to each of the Constituent Corporations and all and every other interest of or belonging to or due to the Company and Newco interests shall be transferred to, to and vested in, in the Surviving Corporation Corporation, without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of vested in the Company and Newcorespective Constituent Corporations; and the title to any real estate, or interest thereinproperty, whether vested by deed or otherwise, under the laws in either of the State of Incorporation vested in the Company and Newco, Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinThe Surviving Corporation shall thereafter be responsible for all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Constituent Corporations and all said debts, liabilities, obligations, restrictions, disabilities and duties shall thereafter attach to the Surviving Corporation shall thenceforth and may be responsible and liable for all enforced against it to the same extent as if they had been incurred or contracted by it, but the liabilities and obligations of each Constituent Corporation or of its stockholders, directors, or officers shall not be affected, nor shall the Company and Newco rights of creditors of each Constituent Corporation or of any person dealing with either Constituent Corporation or any liens upon the property of either Constituent Corporation be impaired by the Merger and any claim existing, or action or proceeding pending, pending by or against either of the Company or Newco Constituent Corporations may be prosecuted carried to judgment the same as if the Merger had not taken place, which judgment shall bind the Surviving Corporation, or the Surviving Corporation may be proceeded against or substituted in their its place. Neither In accordance with the rights provisions of creditors nor any liens upon this Agreement, the property General Corporation Law of the Company or Newco State of Delaware and the Alabama Business Corporation Act, at the Effective Date, TXEN shall be impaired by the Mergermerged with and into Subsidiary, and all debts, liabilities and duties of the Company and Newco shall attach to with Subsidiary as the Surviving Corporation, and may be enforced against such the Surviving Corporation to shall be a wholly owned subsidiary of NRC, but shall continue its corporate existence under the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.laws of the State of Delaware. The separate corporate existence of TXEN shall terminate at the Effective Date. 9

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the ---------------- identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the each Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMergers, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Merger Effective Time of the MergerDate, the separate existence of each Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses choices in action, and all and every other interest of or belonging to or due to each of the Company Companies and Newco Newcos shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Corporations as they were of each of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company Companies and NewcoNewcos, shall not revert or be in any way impaired by reason of the MergerMergers. Except as otherwise provided herein, the Each Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the its constituent Company and Newco and any claim existing, or action or proceeding pending, by or against the each Company or Newco may be prosecuted as if the Merger had not taken place, or the respective Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the each Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the each Company and Newco shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At the Effective Time of the Merger, the effect ---------------- of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the COMPANY shall be merged with and into the CompanyHDS, and the CompanyHDS, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the COMPANY shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, franchises of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco HDS shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco HDS and the Surviving Corporation shall be substituted for the COMPANY or HDS with respect to any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their placeHDS. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco HDS shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco HDS shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the corporate law of the State of IncorporationTennessee. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired or enlarged by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, Corporation and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At The Merger shall have the Effective Time of the Mergereffects set forth in this Agreement, the effect Agreement of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationCorporate Statute. Except as herein specifically set forthforth to the contrary in the Corporate Statute, the Agreement of Merger or in this Agreement, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At ; at the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with and subject to the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, private nature, ; and all property, real, personal and mixed, property and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, shares and all and every other interest of or belonging to or due to the Company and Newco shall be transferred allocated to, and vested in, the Surviving Corporation without further act or deeddeed and without any transfer or assignment having occurred; and all property, rights and rights, privileges, powers powers, licenses and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoCalifornia, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General New York Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationLaw. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law corporation law of the State of Delaware Kansas (the "Delaware GCLCorporation Statute") and the law of the State of IncorporationDelaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco ACQUISITION CORP. shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco ACQUISITION CORP. shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco ACQUISITION CORP. shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoACQUISITION CORP.; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoACQUISITION CORP., shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco ACQUISITION CORP. and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco ACQUISITION CORP. may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco ACQUISITION CORP. shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco ACQUISITION CORP. shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationFlorida Business Corporation Act. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired or enlarged by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, Corporation and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At From and after the Effective Time Time, without any further action by the Constituent Corporations or any of their respective shareholders: (a) North Dakota Corporation, as the surviving corporation in the Dakota Pasta Merger, shall have all of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesrights, privileges, rights immunities and immunities of the Company shall continue unaffected powers, and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with subject to all the duties and into liabilities, of a corporation organized under the Company, and the CompanyNorth Dakota Corporation Act; (b) North Dakota Corporation, as the Surviving Corporation, shall be fully vested therewith. At surviving corporation in the Effective Time of the Dakota Pasta Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, public as well as a private nature, of a private, natureeach Constituent Corporation, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses choices in action, and all each and every other interest of or belonging to or due to the Company and Newco each Constituent Corporation, shall be transferred todeemed to be and hereby is vested in North Dakota Corporation, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estateproperty, or any interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcoeither Constituent Corporation, shall not revert or be in any way impaired by reason of the Dakota Pasta Merger. Except as otherwise provided herein, the Surviving ; (c) North Dakota Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the Company and Newco each Constituent Corporation, and any claim existing, existing or action or proceeding pending, pending by or against one of the Company or Newco Constituent Corporations may be prosecuted as if the Dakota Pasta Merger had not taken place, place or the Surviving North Dakota Corporation may be substituted in their its place. Neither ; (d) neither the rights of creditors nor any liens upon the property of either of the Company or Newco Constituent Corporations shall be impaired by the Dakota Pasta Merger; and (e) the Dakota Pasta Merger shall have any other effect set forth in the Acts and the Transaction Agreement dated January 30, 2002 between the Colorado Corporation, North Dakota Corporation, Dakota Growers Pasta Restructuring Cooperative, a Colorado cooperative, and all debtsDakota Growers Pasta Company, liabilities a North Dakota cooperative (the "Transaction Agreement"), in each case with the effect and duties to the extent provided in the applicable provisions of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving CorporationActs.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State States of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company each COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco each NEWCO shall be merged with and into the Companyrespective COMPANY, and the Companyrespective COMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco each NEWCO shall cease and, in accordance with the terms of this Agreement, the respective Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company respective COMPANY and Newco respective NEWCO shall be transferred to, and vested in, the respective Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the respective Surviving Corporation as they were of the Company respective COMPANY and Newcorespective NEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the sppropriate State of Incorporation vested in the Company each COMPANY and Newcoeach NEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company respective COMPANY and Newco respective NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At The Merger shall have the Effective Time of the Mergereffects set forth in this Agreement, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") Documents, and the law of the State of IncorporationCorporate Statutes. Except as herein specifically set forthforth to the contrary in the Corporate Statutes, the Merger Documents, or in this Agreement, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyGTD, and the CompanyGTD, as the Surviving Corporation, shall be fully vested therewith. At ; at the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with and subject to the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, private nature, ; and all property, real, personal and mixed, property and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, shares and all and every other interest of or belonging to or due to the Company and Newco or GTD shall be transferred allocated to, and vested in, the Surviving Corporation without further act or deeddeed and without any transfer or assignment having occurred; and all property, rights and rights, privileges, powers powers, licenses and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company GTD and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company GTD and Newco and any claim existing, or action or proceeding pending, by or against the Company GTD or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company GTD or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company GTD and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law merger laws of the State of Delaware (the "Delaware GCL") Incorporation and the law of the State of IncorporationDelaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate property, franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, franchises of a public, as well as of a private, naturenature of Newco and the Company, and all property, real, personal and mixed, and all debts due on whatever account, including including, without limitation, subscriptions to shares, and all taxes, including including, without limitation, those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to Newco and the Company shall be taken and Newco shall deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of Newco and the Company and NewcoCompany; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in Newco and the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of Newco and the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of Newco or the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of Newco and the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Connecticut Business Corporation Law of the State of Delaware Act (the "Delaware GCLAct") and the law of the State of Incorporation). Except as herein specifically set forthforth and as otherwise provided by the Act, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company BOL shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyBOL, and the CompanyBOL, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco BOL shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoBOL; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoBOL, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco BOL and any claim existing, or action or proceeding pending, by or against the Company or Newco BOL may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco BOL shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco BOL shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation. Notwithstanding the foregoing, the Stockholders shall assume all of the Surviving Corporation's obligations under that certain lease agreement with Gem Chevrolet, Inc. dated on or about August 17, 1999 for the lease of a 1999 Chevrolet K1500 pick-up truck (the "Stockholders' Assumed Contract").

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationNew York. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company each COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco each NEWCO shall be merged with and into the Companyeach COMPANY, respectively, as set forth on Annex I hereto, and the Companyeach COMPANY, as the respective Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco each NEWCO shall cease and, in accordance with the terms of this Agreement, the respective Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company respective COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the such Surviving Corporation as they were of the Company respective COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company respective COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the each Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company respective COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company respective COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the such Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company any COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company each COMPANY and Newco each NEWCO shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At The Merger shall have the Effective Time effects set forth in this Agreement, the Agreement of the Merger, the effect Articles of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationCorporate Statutes. Except as herein specifically set forthforth to the contrary in the Corporate Statutes, the Agreement of Merger, the Articles of Merger or in this Agreement, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At ; at the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with and subject to the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, private nature, ; and all property, real, personal and mixed, property and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, shares and all and every other interest of or belonging to or due to Newco or the Company and Newco shall be transferred allocated to, and vested in, the Surviving Corporation without further act or deeddeed and without any transfer or assignment having occurred; and all property, rights and rights, privileges, powers powers, licenses and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in California and the Company and NewcoCommonwealth of Virginia, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") DGCL and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company CSI shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyCSI, and the CompanyCSI, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco CSI shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoCSI; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoCSI, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco CSI and any claim existing, or action or proceeding pending, by or against the Company or Newco CSI may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco CSI shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco CSI shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At Bionovo, as the Effective Time of Surviving Corporation in the Merger, will continue to be governed by the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law laws of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the separate corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms Bionovo and all of this Agreement, the Surviving Corporation shall possess all the its rights, privileges, immunities and franchises, of a public, as well as of a public or private, natureand all of its duties and liabilities as a corporation organized under the DGCL will continue unaffected and unimpaired by the Merger. At the close of business on the Effective Date of the Merger, the existence of Lighten Up as a distinct entity shall cease. At that time all rights, franchises and interests of Bionovo and Lighten Up, respectively, in and to every type of property, whether real, personal or mixed, and choices in action shall be transferred to and vested in Bionovo by virtue of the Merger without any deed or other transfer. Bionovo, without any order or other action on the part of any court or otherwise, shall possess all and singular the rights, privileges, powers and franchises, and shall be subject to all the restrictions, disabilities and duties of Lighten Up and Bionovo, and all property, whether real, personal or mixed, of Lighten Up and mixedBionovo, and all debts due to Lighten Up or Bionovo on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in actionaction or belonging to each of said corporations, shall be vested in Bionovo. All property, rights, privileges, powers and franchises, and all and every other interest of Lighten Up or belonging to or due to Bionovo as of the Company and Newco shall be transferred Effective Date of the Merger, including, but not limited to, and vested inall patents, the Surviving Corporation without further act or deed; trademarks, licenses, registrations, and all propertyother intellectual properties, rights and privileges, powers and franchises and all and every other interest shall thereafter be thereafter as effectually the property of Bionovo to the Surviving Corporation same extent and effect as they were such was of the Company and Newco; respective Constituent Corporations prior to the Effective Date of the Merger, and the title to any real estate, or interest therein, whether estate vested by deed or otherwise, under the laws of the State of Incorporation vested otherwise in the Company Lighten Up and Newco, Bionovo shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein; PROVIDED, the Surviving Corporation HOWEVER, that all rights of creditors and all liens upon any property of Lighten Up or Bionovo shall thenceforth be responsible attach to Bionovo and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted enforced against it to the same extent as if the Merger said debts, liabilities, and duties had not taken place, been incurred or the Surviving Corporation may be substituted in their placecontracted by Bionovo. Neither the rights of creditors nor any liens or security interests upon the property of either of the Company or Newco Constituent Corporations shall be impaired by the Merger. Bionovo shall carry on business with the assets of Lighten Up and Bionovo. The established offices and facilities of Bionovo and Lighten Up immediately prior to the Merger shall become the established offices and facilities of Bionovo. All corporate acts, plans, policies, resolutions, approvals and all debts, liabilities and duties authorizations of the Company stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and Newco shall attach agents of Lighten Up, which were valid and effective immediately prior to the Surviving CorporationMerger shall be taken for all purposes as the acts, plans, policies, resolutions, approvals and may be enforced against such authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Lighten Up. The employees of Lighten Up shall become the employees of the Surviving Corporation and continue to be entitled to the same extent rights and benefits which they enjoyed as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationemployees of Lighten Up.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") DGCL and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired ADKITW\058095\007004 HOUSTON\790371.3 by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the each Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the respective Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the relevant Newco shall be merged with and into the CompanyCompany as set forth herein, and the such Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of each Newco shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the such Company and such Newco shall be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the such Company and such Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the such Company and such Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the such Company and such Newco and any claim existing, or action or proceeding pending, by or against the such Company or such Newco may be prosecuted as if the Merger had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the any Company or any Newco shall be impaired by the respective Merger, and all debts, liabilities and duties of the each Company and each Newco shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationTexas. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving txx Xxxxxxing Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested inin and assumed by, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationColorado. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Pennsylvania Business Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationNebraska. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the ---------------- identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the CompanyMerger, and the Company, as the Surviving Corporation, Corporation shall be fully vested therewith. At the Merger Effective Time of the MergerDate, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each of the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of each of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of each of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

Effect of Merger. At the Effective Time of the MergerXxxxx.xxx, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the CompanyLtd., as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of Corporation in the Merger, will continue to be governed by the laws of Anguilla, British West Indies and the separate corporate existence of Newco shall cease andXxxxx.xxx, in accordance with the terms Ltd. and all of this Agreement, the Surviving Corporation shall possess all the its rights, privileges, immunities and franchises, of a public, as well as of a public or private, natureand all of its duties and liabilities as a corporation organized under the IBCA will continue unaffected and unimpaired by the Merger. At the close of business on the Effective Date of the Merger, the existence of Xxxxx.xxx, Inc. as a distinct entity shall cease. At that time all rights, franchises and interests of Xxxxx.xxx, Ltd. and Xxxxx.xxx, Inc., respectively, in and to every type of property, whether real, personal or mixed, and choices in action shall be transferred to and vested in Xxxxx.xxx, Ltd. by virtue of the Merger without any deed or other transfer. Xxxxx.xxx, Ltd., without any order or other action on the part of any court or otherwise, shall possess all and singular the rights, privileges, powers and franchises, and shall be subject to all the restrictions, disabilities and duties of Xxxxx.xxx, Inc. and Xxxxx.xxx, Ltd., and all property, whether real, personal or mixed, of Xxxxx.xxx, Inc. and mixedXxxxx.xxx, Ltd., and all debts due to Xxxxx.xxx, Inc. or Xxxxx.xxx, Ltd. on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses things in actionaction or belonging to each of said corporations, shall be vested in Xxxxx.xxx, Ltd. All property, rights, privileges, powers and franchises, and all and every other interest of Xxxxx.xxx, Inc. or belonging to or due to Xxxxx.xxx, Ltd. as of the Company and Newco shall be transferred Effective Date of the Merger, including, but not limited to, and vested inall patents, the Surviving Corporation without further act or deed; trademarks, licenses, registrations, and all propertyother intellectual properties, rights and privileges, powers and franchises and all and every other interest shall thereafter be thereafter as effectually the property of Xxxxx.xxx, Ltd. to the Surviving Corporation same extent and effect as they were such was of the Company and Newco; respective Constituent Corporations prior to the Effective Date of the Merger, and the title to any real estate, or interest therein, whether estate vested by deed or otherwiseotherwise in Xxxxx.xxx, under the laws of the State of Incorporation vested in the Company Inc. and NewcoXxxxx.xxx, Ltd. shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein; provided, the Surviving Corporation shall thenceforth be responsible and liable for however, that all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon the any property of the Company Xxxxx.xxx, Inc. or Newco Xxxxx.xxx, Ltd. shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall thenceforth attach to the Surviving CorporationXxxxx.xxx, Ltd. and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities liabilities, and duties had been incurred or contracted by such Xxxxx.xxx, Ltd. Neither the rights of creditors nor any liens or security interests upon the property of either of the Constituent Corporations shall be impaired by the Merger. Xxxxx.xxx, Ltd. shall carry on business with the assets of Xxxxx.xxx, Inc. and Xxxxx.xxx, Ltd. The established offices and facilities of Xxxxx.xxx, Ltd. and Xxxxx.xxx, Inc. immediately prior to the Merger shall become the established offices and facilities of Xxxxx.xxx, Ltd. All corporate acts, plans, policies, resolutions, approvals and authorizations of the stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents of Xxxxx.xxx, Inc., which were valid and effective immediately prior to the Merger shall be taken for all purposes as the acts, plans, policies, resolutions, approvals and authorizations of the Surviving Corporation.Corporation and shall be as effective and binding thereon as the same were with respect to Xxxxx.xxx, Inc. The employees of Xxxxx.xxx, Inc. shall become the employees of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees of Xxxxx.xxx, Inc.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this AgreementDate, the Surviving Corporation shall continue in existence and, without further transfer, succeed to and possess all of the rights, privileges, immunities and franchises, purposes of a public, as well as each of a private, nature, the Constituent Corporations; and all of the property, real, personal real and mixed, and all debts due on whatever accountpersonal, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all causes of action and every other interest asset of or belonging to or due to each of the Company and Newco Constituent Corporations, shall be transferred to, and vested in, vest in the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newco, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company liabilities, obligations and Newco and penalties of each of the Constituent Corporations. No liability or obligation due or to become due, claim or demand for any claim existingcause existing against either Constituent Corporation, or any stockholder, officer, director or employee thereof, shall be released or impaired by the Merger. No action or proceeding pendingproceeding, whether civil or criminal, then pending by or against either Constituent Corporation or any stockholder, officer, director or employee thereof shall xxxxx or be discontinued by the Company or Newco Merger, but may be prosecuted enforced, prosecuted, defended or settled or compromised as if the Merger had not taken place, occurred or the Surviving Corporation may be substituted in their placeany action or proceeding in place of either Constituent Corporation. Neither If at any time the Surviving Corporation shall consider or be advised that any further assignments, conveyances or assurances in law are necessary or desirable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or rights of creditors nor any liens upon the property Constituent Corporations, or otherwise to carry out the provisions hereof, the proper officers and directors of the Company or Newco Constituent Corporations, as of the Effective Date, shall be impaired by the Merger, execute and deliver any and all debtsthings necessary or proper to vest, liabilities and duties of the Company and Newco shall attach perfect or confirm title to such property or rights in the Surviving Corporation, and may be enforced against such Surviving Corporation otherwise to carry out the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporationprovisions hereof.

Effect of Merger. At Upon the Effective Time of the Merger, the effect of the Merger date when this agreement shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with and into the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Mergerbecome effective, the separate existence of Newco NOVA PHARMACEUTICAL, INC. shall cease andcease, and NOVA PHARMACEUTICAL, INC. shall be merged into NALBANDO ENTERPRISES, INC., the surviving corporation in accordance with the terms provisions of this Agreementagreement, the Surviving Corporation which corporation shall possess all the rights, privileges, immunities powers and franchises, franchises as well of a public, as well public as of a privateprivate nature and be subject to all the restrictions, naturedisabilities, and duties of each of the corporations, parties to this agreement, and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest each of or belonging to or due to the Company and Newco such corporations shall be transferred to, and vested in, in the Surviving Corporation without further act or deedsurviving corporation; and all property, rights right and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation surviving corporation as they were of the Company and Newco; respective constituent corporations, and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and Newcoany of said corporations, parties hereto, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise this merger, provided herein, the Surviving Corporation shall thenceforth be responsible and liable for that all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any and all liens upon the property of the Company or Newco any of said corporations, parties hereto, shall be impaired by the Mergerpreserved unimpaired, and all debts, liabilities and duties of NOVA PHARMACEUTICAL, INC., party of the Company and Newco second part, shall thenceforth attach to the Surviving Corporation, said surviving corporation and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time THE CORPORATION shall consider or be advised that any further assignments or assurances in law or any things are necessary or desirable to vest in said corporation, according to the terms hereof, the title to any property or rights of said NOVA PHARMACEUTICAL, INC., party of the second part, the proper officers and directors of said corporation shall and will execute and make all such Surviving Corporationproper assignments and assurances and do all thins necessary or proper to vest title in such property or rights in THE CORPORATION, and otherwise to carry out the purposes of this Plan of Merger. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Plan of Merger which may be contained in the articles of incorporation of a corporation organized under the Corporation Law of Nevada, in the manner now or hereafter prescribed by said Corporation Law, and all rights conferred upon stockholders herein are granted subject to this reservation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the corporate law of the State of IncorporationTexas. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, public as well as of a private, private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxesTaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, vested in the COMPANY and NEWCO under the laws of the State state of Incorporation vested in the Company and Newcoincorporation of each thereof, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired or enlarged by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, Corporation and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.

Effect of Merger. At the Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationAlabama. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NEWCO shall be merged with and into the CompanyCOMPANY, and the CompanyCOMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of Newco NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company COMPANY and Newco NEWCO shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company COMPANY and NewcoNEWCO; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State state of Incorporation incorporation vested in the Company COMPANY and NewcoNEWCO, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company COMPANY and Newco NEWCO and any claim existing, or action or proceeding pending, by or against the Company COMPANY or Newco NEWCO may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company COMPANY or Newco NEWCO shall be impaired by the Merger, and all debts, liabilities and duties of the Company COMPANY and Newco NEWCO shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At the Effective Time of the MergerTime, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Ground Control shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyGround Control, and the CompanyGround Control, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Ground Control shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and NewcoGround Control; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in the Company and NewcoGround Control, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco Ground Control and any claim existing, or action or proceeding pending, by or against the Company or Newco Ground Control may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of the Company or Newco Ground Control shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco Ground Control shall attach to the Surviving Corporation, and may be enforced against such the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. At The Merger shall have the Effective Time effects set forth in this ---------------- Agreement, the Agreement of the Merger, the effect Articles of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the law of the State of IncorporationCorporate Statutes. Except as herein specifically set forthforth to the contrary in the Corporate Statutes, the Agreement of Merger, the Articles of Merger or in this Agreement, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco the Company shall be merged with and into the CompanyNewco, and the CompanyNewco, as the Surviving Corporation, shall be fully vested therewith. At ; at the Effective Time of the MergerTime, the separate existence of Newco the Company shall cease and, in accordance with and subject to the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, private nature, ; and all property, real, personal and mixed, property and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in action, shares and all and every other interest of or belonging to or due to Newco or the Company and Newco shall be transferred allocated to, and vested in, the Surviving Corporation without further act or deeddeed and without any transfer or assignment having occurred; and all property, rights and rights, privileges, powers powers, licenses and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the State of Incorporation vested in California and the Company and NewcoState of Delaware, shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco and any claim existing, or action or proceeding pending, by or against the Company or Newco may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco shall be impaired by the Merger, and all debts, liabilities and duties of the Company and Newco shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation it to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the Surviving Corporation.