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 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 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 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 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 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 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, 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"a) and the law of the State of Incorporation. Except as herein otherwise specifically set forth, the corporate identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company Solovision shall continue unaffected and unimpaired by the Merger Merger, and the corporate identity, existence, purposes, powers, franchises, existence rights and rights immunities of Newco OAC shall be merged with and into the CompanySolovision, and the CompanySolovision, as the Surviving CorporationCorporation and a wholly owned subsidiary of Ocean, shall be fully vested therewith. The separate existence and corporate organization of OAC (except insofar as they may be continued by statute) shall cease as of the Effective Time of the Merger. (b) At the Effective Time of the Merger: (i) All and singular, 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 goodwill and franchises, of a public, as well as of a private, nature, franchises and all property, real, personal and mixed, and all debts due on whatever accountaccounts and all other things in action, including subscriptions belonging to sharesSolovision shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation by operation of law and without further act or deed, and all taxes, including those due property and owing and those accrued, and all other choses in actionrights, and all and every other interest of or belonging to or due to the Company and Newco Solovision 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 interests of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, Solovision; (ii) No action or interest thereinproceeding, whether by deed civil or otherwisecriminal, under pending at the laws Effective Time 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, Merger by or against either OAC or Solovision, or any shareholder, officer or director thereof, shall abate or be discontinued by the Company or Newco Merger, but may be prosecuted enforcxx, xrosecuted, settled or compromised as if the Merger had not taken placeoccurred, or the Surviving Corporation may be substituted in their place. Neither the such action or proceeding in place of Solovision; and (iii) All rights of employees and creditors nor any and all liens upon the property of the Company or Newco Solovision shall be impaired preserved unimpaired, limited to the property affected by such liens at the Effective Time of the Merger, and all the debts, liabilities and duties of Solovision shall be enforceable against 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 all such debts, liabilities and duties had been incurred or contracted by such Surviving Corporationit.

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 When the Effective Time of the Merger, the effect of the Merger merger shall have been effected: (a) The merging corporations shall be a single corporation known as provided in the applicable provisions AU 'N AG, INC., a Delaware corporation. (b) The separate existence of the General Corporation Law of the State of Delaware AU 'N AG (the "Delaware GCL"Utah) and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesshall cease. (c) AU 'N AG (Delaware) shall have all rights, 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, Delaware General Corporation Law. (d) AU 'N AG (Delaware) shall thereupon 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 thereafter possess all the rights, privileges, immunities and franchises, franchises of a public, public as well as of a private, nature, private nature of each of the merging corporations 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, shares and all other choses choices in action, and all and every other interest of or and belonging to or due to each of the Company and Newco merging corporations shall be taken and deemed to be transferred to, to and vested in, the Surviving Corporation in AU 'N AG (Delaware) 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, estate or any interest therein, whether by deed or otherwise, under the laws therein vested in either of the State of Incorporation vested in the Company and Newco, merging corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation merger. (e) AU 'N AG (Delaware) shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company and Newco merging corporations and any claim existing, existing or action or proceeding pending, processing pending by or against either of the Company or Newco merging corporations may be prosecuted to judgment as if the Merger such merger had not taken place, or the Surviving Corporation AU 'N AG (Delaware) may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of either of the Company or Newco merging corporations shall be impaired by the Merger, and all debts, liabilities and duties reason of the Company and Newco merger. (f) After the effective time of the merger, the earned surplus of AU 'N AG (Delaware) shall attach equal the aggregate of the earned surpluses of the merging corporations immediately prior to the Surviving Corporationeffective time of the merger. The earned surplus determined as above provided shall continue to be available for payment of dividends by AU 'N AG (Delaware). (g) The certificate of incorporation of AU 'N AG (Delaware) as in effect on the date of the merger provided for in this agreement of merger, shall continue in full force and may effect as the certificate of incorporation of the corporation surviving this merger. (h) The by-laws of AU 'N AG (Delaware) as they shall exist on the effective date of this agreement of merger shall be enforced against such Surviving Corporation to and remain the by-laws of the surviving corporation until the same extent shall be altered, amended or repealed as if said debts, liabilities therein provided. (i) The directors and duties had officers of AU 'N AG (Delaware) shall continue in office until the next annual meeting of stockholders and until their successors shall have been incurred or contracted by such Surviving Corporationelected and qualified.

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 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 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 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 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 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 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 (a) Except as specifically set forth herein, 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 forthTime, the identity, existence, limited liability company organization, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected in effect and be unimpaired by the Merger Merger, and the identity, existence, corporate organization, purposes, powers, objects, franchises, existence privileges, rights and rights immunities of Newco the Merger Subsidiary shall be merged with and into the CompanySurviving Entity, and the Companywhich shall, as the Surviving CorporationEntity, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence and corporate organization of Newco the Merger Subsidiary, except insofar as it may be continued by statute, shall cease andcease, in accordance and the Merger Subsidiary shall be merged with the terms of this Agreement, and into the Surviving Corporation shall possess Entity. (b) At the Effective Time, all the rights, privileges, immunities and franchises, of a public, public as well as of a privateprivate nature, natureof each of the Constituent Entities, and all property, real, personal and mixed, tangible and intangible (other than the Company Option Plan, the Company Options, the Company Option Agreements, the Non-Employee Director Purchase Rights and the Non-Employee Director Purchase Rights Agreements (each as defined in SECTION 2.1 below) which shall be assumed by the Parent pursuant to SECTION 2.1 and each of the other documents listed on SCHEDULE 3.1 hereto which shall be assumed by the Parent), in each case, of whatsoever kind or description, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, account and all other choses in action, and all and every other interest interest, of or belonging to or due to any of the Company and Newco Constituent Entities, shall be taken and deemed to be transferred to, to and vested in, in the Surviving Corporation Entity 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 or otherwise, under the laws vested in any of the State of Incorporation vested in the Company and Newco, Constituent Entities shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, ; but the Surviving Corporation Entity shall thenceforth be responsible and liable for all the liabilities liabilities, obligations and obligations penalties of each of the Company and Newco Constituent Entities, and any claim existing, or action or proceeding pendingproceeding, civil or criminal, pending by or against any of the Company or Newco Constituent Entities, may be prosecuted as if the Merger had not taken place, or the Surviving Corporation Entity may be substituted in their its place, and any judgment rendered against any of the Constituent Entities may be enforced against the Surviving Entity. Neither the rights of creditors nor any liens upon the property of any of the Company or Newco Constituent Entities 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 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. (a) 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 Sub shall be merged with and into Sterling and the Companyseparate corporate existence of Merger Sub shall cease. Sterling shall be the Surviving Corporation in the Merger, and the Company, as name of the Surviving Corporation, Corporation shall be fully vested therewith. as set forth in Sterling’s Certificate of Incorporation as in effect immediately before the Effective Time. (b) At the Effective Time of the Merger, each issued and outstanding Sterling Share immediately prior thereto shall, by virtue of the separate existence of Newco shall cease andMerger, be canceled and converted into the right to receive the Merger Consideration, as defined in accordance with the terms Section 2.1 of this Agreement. (c) The Certificate of Incorporation and Bylaws of Sterling, each as in effect immediately prior to the Effective Time of the Merger, shall be the Certificate of Incorporation and Bylaws, respectively, of the Surviving Corporation. (d) The directors and officers of Merger Sub immediately prior to the Effective Time of the Merger shall be the directors and officers of Sterling as the Surviving Corporation. (e) The Surviving Corporation shall possess have all the rights, privileges, immunities and franchises, powers and shall be subject to all the duties and liabilities of a publicNew Jersey corporation and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a private, public nature, of each of the constituent corporations. The Merger shall have the effects set forth in federal law and all property, the NJBCA. 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 interest, of or belonging to or due to each of the Company and Newco constituent corporations so merged shall be taken and deemed to be transferred to, to and vested in, 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 any 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 be responsible and liable for all the liabilities and obligations of each of the Company and Newco constituent corporations so merged and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco constituent corporations may be prosecuted as if the Merger had not taken place, 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 any constituent corporation 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 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 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 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 (a) Except as specifically set forth herein, 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 forthTime, the identity, existence, corporate organization, purposes, powers, objects, franchises, privileges, rights and immunities of the Parent shall continue in effect and be unimpaired by the Merger, and the identity, existence, limited liability company organization, 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 CompanySurviving Entity, and the Companywhich shall, as the Surviving CorporationEntity, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence and limited liability company organization of Newco the Company, except insofar as it may be continued by statute, shall cease andcease, in accordance and the Company shall be merged with the terms of this Agreement, and into the Surviving Corporation shall possess Entity. (b) At the Effective Time, all the rights, privileges, immunities and franchises, of a public, public as well as of a privateprivate nature, natureof each of the Constituent Entities, and all property, real, personal and mixed, tangible and intangible of whatsoever kind or description, and all debts due on whatever account, including subscriptions to shares, and all taxes, including those due and owing and those accrued, account and all other choses in action, and all and every other interest interest, of or belonging to or due to any of the Company and Newco Constituent Entities, shall be taken and deemed to be transferred to, to and vested in, in the Surviving Corporation Entity 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 or otherwise, under the laws vested in any of the State of Incorporation vested in the Company and Newco, Constituent Entities shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, ; but the Surviving Corporation Entity shall thenceforth be responsible and liable for all the liabilities liabilities, obligations and obligations penalties of each of the Company and Newco Constituent Entities, and any claim existing, or action or proceeding pendingproceeding, civil or criminal, pending by or against any of the Company or Newco Constituent Entities, may be prosecuted as if the Merger had not taken place, or the Surviving Corporation Entity may be substituted in their its place, and any judgment rendered against any of the Constituent Entities may be enforced against the Surviving Entity. Neither the rights of creditors nor any liens upon the property of any of the Company or Newco Constituent Entities 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 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 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 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 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 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 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 Sub shall be merged with and into the Company, Central Jersey and the Companyseparate existence of Merger Sub shall cease. The certificate of incorporation and bylaws of Central Jersey, as in effect on the Surviving Corporation, shall be fully vested therewith. At date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the separate existence certificate of Newco shall cease and, incorporation and bylaws of the Surviving Corporation until further amended as provided therein and in accordance with the terms of this Agreement, the applicable law. The Surviving Corporation shall possess have all the rights, privileges, immunities and franchises, powers and shall be subject to all the duties and liabilities of a publicNew Jersey corporation and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a private, public nature, of each of the constituent corporations. The Merger shall have the effects set forth in federal law and all property, the NJBCA. 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 interest, of or belonging to or due to each of the Company and Newco constituent corporations so merged shall be taken and deemed to be transferred to, to and vested in, 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 any 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 be responsible and liable for all the liabilities and obligations of each of the Company and Newco constituent corporations so merged and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco constituent corporations may be prosecuted as if the Merger had not taken place, 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 any constituent corporation 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 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 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 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 IMOJO shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco IMA shall be merged with and into the CompanyIMOJO, and the CompanyIMOJO, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the MergerTime, the separate existence of Newco IMA 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 IMOJO and Newco IMA 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 IMOJO 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 MergerIMA. Except as otherwise provided herein, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Company IMOJO and Newco IMA and any claim existing, or action or proceeding pending, by or against the Company IMOJO or Newco IMA may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in their place. Neither Except as set forth herein, neither the rights of creditors nor any liens upon the property of the Company IMOJO or Newco IMA shall be impaired by the Merger, and all debts, liabilities and duties of the Company IMOJO and Newco IMA 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 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 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 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 a. The separate existence of the Merger Subsidiary, except to the extent, if any, continued by applicable statutes, shall cease at the Effective Time and thereupon Paaco and the Merger Subsidiary shall become a single corporation, subject to all the restrictions, disabilities, duties and liabilities of each corporations so merged. The Surviving Corporation reserves the right after the Effective Time to amend, alter, change or repeal any provisions contained in the Articles of Incorporation of the Merger, the effect of the Merger shall be as provided Surviving Corporation in the applicable provisions of manner now or hereafter prescribed by the General Texas Business 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 Act. b. The corporate identity, existence, purposes, rights, privileges, immunities, powers, franchises, privilegesof a public as well as a private nature, rights and immunities authority of the Company Paaco shall continue unaffected and unimpaired by the Merger Merger, and the corporate identity, existence, purposes, rights, privileges, immunities, powers, franchises, existence of a public as well as a private nature, and rights authority of Newco the Merger Subsidiary shall be merged with into Paaco and into the Company, Paaco shall succeed to and the Company, as the Surviving Corporation, shall be fully vested therewith. At . c. All the Effective Time property, assets and business of every description, whether real, personal or mixed, and every interest therein, and all debts, liabilities and obligations belonging to or due to the MergerMerger Subsidiary, on whatever account, including all causes of action belonging to the separate existence of Newco Merger Subsidiary shall cease and, be taken and be deemed to be transferred to and vested 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, naturewithout further act or deed, and all property, realrights, personal and mixedprivileges, and all debts due on whatever accountpowers, including subscriptions to shares, and all taxes, including those due and owing and those accrued, and all other choses in actionfranchises, and all and every other interest of or belonging to or due to the Company and Newco Merger Subsidiary 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 in the same manner as they were of the Company and Newco; Merger Subsidiary, 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, Merger Subsidiary shall not revert or be in any way impaired by reason as a result of the this Merger. Except The Merger Subsidiary agrees that from time to time, as otherwise provided hereinand when requested by the Surviving Corporation, or its successors or assigns, it will execute and deliver such instruments and take or cause to be taken such action as may be necessary or appropriate in order to perfect, confirm or deliver title and possession to the Surviving Corporation shall thenceforth be responsible and liable for of all the liabilities and obligations assets of the Company Merger Subsidiary and Newco and any claim existing, or action or proceeding pending, by or against otherwise carry out 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 purposes of this Agreement. d. All rights of creditors nor any of the Merger Subsidiary, and all liens upon any property owned by the property of the Company or Newco Merger Subsidiary shall be impaired by the Mergerpreserved and unimpaired, and all debts, obligations, liabilities and duties of the Company and Newco Merger Subsidiary shall attach to be at the Surviving Corporation, and may be enforced against such Effective Time assumed by the Surviving Corporation to the same extent as if said debts, obligations, liabilities and duties had originally 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 Arkansas (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 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 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 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 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 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 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 When the Effective Time of the Mergermerger shall have been effected, the effect of the Merger following shall occur: (a) The merging corporations shall be a single corporation known as provided in the applicable provisions OSPI, a Nevada corporation. (b) The separate existence of the General Corporation Law of the State of Delaware OSPI (the "Delaware GCL"UT) and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesshall cease. (c) OSPI (NV) shall have all rights, 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, Nevada Statutes. (d) OSPI (NV) shall thereupon 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 thereafter possess all the rights, privileges, immunities and franchises, franchises of a public, public as well as of a private, nature, private nature of each of the merging 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, shares and all other choses in action, and all and every other interest of or and belonging to or due to each of the Company and Newco merging corporations shall be taken and deemed to be transferred to, to and vested in, the Surviving Corporation in OSPI (NV) 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, estate or any interest therein, whether by deed or otherwise, under the laws therein vested in either of the State of Incorporation vested in the Company and Newco, merging corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation merger. (e) OSPI (NV) shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company and Newco merging corporations and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco merging corporations may be prosecuted to judgment as if the Merger such merger had not taken place, or the Surviving Corporation OSPI (NV) may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of either of the Company or Newco merging corporations shall be impaired by the Merger, and all debts, liabilities and duties reason of the Company and Newco merger. (f) After the effective time of the merger, the earned surplus of OSPI (NV) shall attach equal the aggregate of the earned surpluses of the merging corporations immediately prior to the Surviving Corporationeffective time of the merger. The earned surplus determined as above provided shall continue to be available for payment of dividends by OSPI (NV). (g) The certificate of incorporation of OSPI (NV) as in effect on the date of the merger, except as provided for in this Merger Agreement, shall continue in full force and may effect as the certificate of incorporation of the corporation surviving this merger. (h) The bylaws of OSPI (NV) as they shall exist on the effective date of this Merger Agreement shall be enforced against such Surviving Corporation to and remain the bylaws of the surviving corporation until the same extent shall be altered, amended or repealed as if said debts, liabilities therein provided. (i) The directors and duties had officers of OSPI (NV) shall continue in office until the next annual meeting of stockholders and until their successors shall have been incurred or contracted by such Surviving Corporationelected and qualified.

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 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 IncorporationGeorgia. 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 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 ---------------- FloridaFirst shall be merged with and into the Company, ST-Sub and the Companyseparate existence of FloridaFirst shall cease. The Articles of Incorporation and Bylaws of ST-Sub, as in effect on the Surviving Corporation, shall be fully vested therewith. At date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the separate existence Articles of Newco shall cease and, Incorporation and the Bylaws of the Surviving Corporation until further amended as provided therein and in accordance with the terms of this Agreement, the applicable law. The Surviving Corporation shall possess have all the rights, privileges, immunities and franchises, powers and shall be subject to all the duties and liabilities of a publiccorporation organized under the laws of the State of Alabama and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a private, public nature, and all property, 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 interest, of or belonging to or due to each of the Company and Newco constituent corporations so merged shall be taken and deemed to be transferred to, to and vested in, 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 any 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 be responsible and liable for all the liabilities and obligations of each of the Company and Newco constituent corporations so merged and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco constituent corporations may be prosecuted as if the Merger had not taken place, 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 any constituent corporation 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 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.

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 IncorporationMichigan. 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 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 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. 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 (the "Delaware GCL") and the law of the State of IncorporationAct. 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 (a) On the Effective Time of the MergerDate, the effect separate existence of Budco shall cease, except to the Merger shall extent that its separate existence may be as provided in the applicable provisions continued by law. The existence 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 AMCP shall continue unaffected and unimpaired by the Merger merger, and AMCP shall after the corporate franchisesEffective Date have all of the rights, existence privileges, immunities and rights of Newco powers, and shall be merged with subject to all of the duties and into liabilities, of a corporation organized under the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At General Corporation Law of Delaware. (b) On the Effective Time of the MergerDate, the separate existence of Newco AMCP shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall have and thereafter possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a privateprivate nature, natureof Budco, 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, account and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Budco shall be taken and deemed to be transferred to, to and vested in, the Surviving Corporation or remain in AMCP 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; deed (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, merging corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinmerger). (c) Upon the Effective Date and thereafter, the Surviving Corporation AMCP shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco Budco, and any claim existing, existing or action or proceeding pending, pending by or against the Company or Newco any of such entities may be prosecuted to judgement as if the Merger such merger had not taken placeplace or, or in the Surviving Corporation case of Budco, AMCP may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco merging corporations shall be impaired by the Mergermerger. (d) The respective officers of Budco are hereby authorized to execute all deeds, assignments and other documents which may be necessary to effect the full and complete transfer of the properties of such corporations to AMCP. The officers of AMCP are hereby authorized to execute and deliver any and all documents which may be required of it in order for it to assume or otherwise comply with any liability or obligation of Budco. If at any time AMCP shall determine that any further documents are necessary or desirable to vest in it, according to the terms hereof, the title to any property, rights, privileges, immunities, powers or franchises of Budco, then the officers of such entities shall execute and deliver all such documents and do all things necessary to vest in and confirm to AMCP title and possession of all such property, rights, privileges, immunities, powers and franchises, and all debts, liabilities and duties to otherwise carry out the purposes 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 Corporationthis Plan.

Effect of Merger. (a) At the Effective Time of the MergerTime, the effect separate existence of Bancshares shall cease and BancTrust, as 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 forthsurviving corporation, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger Merger. BancTrust as existing on 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 after the Effective Time of is hereinafter sometimes referred to as the Merger, the separate existence of Newco shall cease and, in accordance with the terms of this Agreement, the "Surviving Corporation." (b) The Surviving Corporation shall possess have all the rights, privileges, immunities and franchises, powers and shall be subject to all the duties and liabilities of a publiccorporation organized under the ABCA law and shall thereupon and thereafter possess all other privileges, immunities, and franchises of a private, as well as of a private, public nature, and all property, 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 interest, of or belonging to or due to each of the Company and Newco constituent corporations so merged, shall be taken and deemed to be transferred to, to and vested in, 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 any 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 be responsible and liable for all the liabilities and obligations of each of the Company and Newco constituent corporations so merged; and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco constituent corporations may be prosecuted as if the Merger had not taken place, 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 any constituent corporation shall be impaired by the Merger, and all debts, liabilities and duties . (c) The names of the Company corporations proposing to merge are "Xxxxxx County Bancshares, Inc." and Newco shall attach to "The Peoples BancTrust Company, Inc." At and after the Effective Time, the name of the Surviving CorporationCorporation shall be "The Peoples BancTrust Company, 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.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 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 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 Acquisitions shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco NYB shall be merged with into Acquisitions and into the Company, and the CompanyAcquisitions shall, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time effective time of the Merger, the separate existence of Newco NYB shall cease andcease, and in accordance with the terms of this Agreement, Agreement the Surviving Corporation shall possess all the rights, privileges, immunities powers, and franchises, as well of a public, as well public as of a private, private nature, and be subject to all the restrictions, disabilities, and duties, of each of the Constituent Corporations, and all and singular, the rights, powers, and franchises 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 accruedstock subscriptions, and all other choses things in action, action and all and every other interest of or belonging to or due to each of the Company and Newco Constituent Corporations shall be taken and deemed to be transferred to, to and vested in, in the Surviving Corporation without further act or deed; and all property, rights and rights, privileges, powers 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 Newcorespective 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 Colorado vested in the Company and Newcoeither of said 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 be responsible beresponsible and liable for all the liabilities and obligations of the Company and Newco Constituent Corporations, and any claim existing, existing or action or proceeding pending, pending by or against the Company or Newco either of said Constituent Corporations may be prosecuted as prosecutedas 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 either of the Company or Newco Constituent Corporations shall be impaired by the Merger, and all debts, liabilities liabilities, and duties of the Company and Newco each of said Constituent Corporations shall attach to the Surviving Corporation, 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 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 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 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 IncorporationTennessee. 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 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 corporation law of the State of Delaware Oregon (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 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 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 When the Effective Time of the Merger, the effect of the Merger merger shall have been effected: (a) The merging corporations shall be a single corporation known as provided in the applicable provisions "Xxxx International, Inc.," a Nevada corporation, as set forth below. (b) The separate existence of the General Corporation Law of the State of Delaware Mid-Way (the "Delaware GCL"FL) and the law of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchisesshall cease. (c) Mid-Way (NV) shall have all rights, 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, Nevada Statutes. (d) Mid-Way (NV) shall thereupon 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 thereafter possess all the rights, privileges, immunities and franchises, franchises of a public, public as well as of a private, nature, private nature of each of the merging 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, shares and all other choses in action, and all and every other interest of or and belonging to or due to each of the Company and Newco merging corporations shall be taken and deemed to be transferred to, to and vested in, the Surviving Corporation in Mid-Way (NV) 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, estate or any interest therein, whether by deed or otherwise, under the laws therein vested in either of the State of Incorporation vested in the Company and Newco, merging corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the Surviving Corporation merger. (e) Mid-Way (NV) shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company and Newco merging corporations and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco merging corporations may be prosecuted to judgment as if the Merger such merger had not taken place, or the Surviving Corporation Mid-Way (NV) may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of either of the Company or Newco merging corporations shall be impaired by the Merger, and all debts, liabilities and duties reason of the Company and Newco merger. (f) After the effective time of the merger, the earned surplus of Mid-Way (NV) shall attach equal the aggregate of the earned surpluses of the merging corporations immediately prior to the Surviving Corporationeffective time of the merger. The earned surplus determined as above provided shall continue to be available for payment of dividends by Mid-Way (NV). (g) The certificate of incorporation of Mid-Way (NV) as in effect on the date of the merger, except as provided for in this Merger Agreement, shall continue in full force and may effect as the certificate of incorporation of the corporation surviving this merger. (h) The bylaws of Mid-Way (NV) as they shall exist on the effective date of this Merger Agreement shall be enforced against such Surviving Corporation to and remain the bylaws of the surviving corporation until the same extent shall be altered, amended or repealed as if said debts, liabilities therein provided. (i) The sole director of Mid-Way (NV) shall be changed as set forth below and duties had this new director shall continue in office until the next annual meeting of stockholders and until his successors shall has been incurred or contracted by such Surviving Corporationelected and qualified.

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 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 rights, and immunities of the Company Retrophin shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of Newco shall be merged with into Retrophin and into the Company, and the CompanyRetrophin shall, as the Surviving CorporationCorporation and as a wholly owned subsidiary of DGTE, shall be fully vested therewith. At the Effective Time effective time of the Merger, the separate existence of Newco shall cease andcease, and in accordance with the terms of this Agreement, Agreement the Surviving Corporation shall possess all the rights, privileges, immunities powers, and franchises, as well of a public, as well public as of a private, private nature, and be subject to all the restrictions, disabilities, and duties, of each of the Constituent Corporations, and all and singular, the rights, powers, and franchises 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 accruedstock subscriptions, and all other choses things in action, action and all and every other interest of or belonging to or due to each of the Company and Newco Constituent Corporations shall be taken and deemed to be transferred to, to and vested in, in the Surviving Corporation without further act or deed; and all property, rights and rights, privileges, powers 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 Newcorespective 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 Delaware vested in the Company and Newcoeither of said 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 be responsible and liable for all the liabilities and obligations of the Company and Newco Constituent Corporations, and any claim existing, existing or action or proceeding pending, pending by or against the Company or Newco either of said Constituent Corporations 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 either of the Company or Newco Constituent Corporations shall be impaired by the Merger, and all debts, liabilities liabilities, and duties of the Company and Newco each of said Constituent Corporations shall attach to the Surviving Corporation, 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 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 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 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"a) and the law of the State of Incorporation. Except as herein otherwise specifically set forth, the corporate identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company Solovision shall continue unaffected and unimpaired by the Merger Merger, and the corporate identity, existence, purposes, powers, franchises, existence rights and rights immunities of Newco OAC shall be merged with and into the CompanySolovision, and the CompanySolovision, as the Surviving CorporationCorporation and a wholly owned subsidiary of Ocean, shall be fully vested therewith. The separate existence and corporate organization of OAC (except insofar as they may be continued by statute) shall cease as of the Effective Time of the Merger. (b) At the Effective Time of the Merger: (i) All and singular, 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 goodwill and franchises, of a public, as well as of a private, nature, franchises and all property, real, personal and mixed, and all debts due on whatever accountaccounts and all other things in action, including subscriptions belonging to sharesSolovision shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation by operation of law and without further act or deed, and all taxes, including those due property and owing and those accrued, and all other choses in actionrights, and all and every other interest of or belonging to or due to the Company and Newco Solovision 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 interests of the Surviving Corporation as they were of the Company and Newco; and the title to any real estate, Solovision; (ii) No action or interest thereinproceeding, whether by deed civil or otherwisecriminal, under pending at the laws Effective Time 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, Merger by or against either OAC or Solovision, or any shareholder, officer or director thereof, shall xxxxx or be discontinued by the Company or Newco Merger, but may be prosecuted enforced, prosecuted, settled or compromised as if the Merger had not taken placeoccurred, or the Surviving Corporation may be substituted in their place. Neither the such action or proceeding in place of Solovision; and (iii) All rights of employees and creditors nor any and all liens upon the property of the Company or Newco Solovision shall be impaired preserved unimpaired, limited to the property affected by such liens at the Effective Time of the Merger, and all the debts, liabilities and duties of Solovision shall be enforceable against 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 all such 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 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 MergerDate (as defined in Section 1.3 below), the effect of the Merger Newco shall be as provided merged with and into Xxxxxx in accordance with the applicable provisions of the Delaware General Corporation Law of the State of Delaware (the "Delaware GCLLaw"). Upon the effectiveness of the Merger: (a) Xxxxxx shall be the surviving corporation (the "Surviving Corporation"), the separate existence of Newco shall cease, and the law existence of the State of Incorporation. Except as herein specifically set forth, the identity, existence, purposes, powers, franchises, privileges, rights and immunities of the Company Xxxxxx shall continue unaffected and unimpaired by the Merger (except as otherwise provided in this Agreement), with all rights, privileges, immunities and the corporate franchises, existence and rights of Newco shall be merged with and into the Companypowers, and subject to all the Company, as duties and liabilities of a corporation formed under the Delaware Law; (b) The Surviving Corporation, without further action, 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 succeed to and possess and enjoy all the rights, privileges, immunities powers and franchises, as well of a public, as well public as of a privateprivate nature, natureand be subject to all the restrictions, disabilities and duties of each of Xxxxxx and Newco; and all and singular, the rights, privileges, powers and franchises of Xxxxxx and Newco, and all property, real, personal and mixed, and all debts due to either Xxxxxx or Newco on whatever account, including as well for stock subscriptions to shares, and all taxes, including those due and owing and those accrued, and as all other choses things in action, and all and every other interest of action or belonging to or due to the Company each of Xxxxxx 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 Xxxxxx or 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 Delaware Law, in the Company and either Xxxxxx 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 ; 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 either Xxxxxx or Newco shall be impaired by the Mergerpreserved unimpaired, and all the respective debts, liabilities and duties of the Company Xxxxxx and Newco shall thenceforth 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 it. Any action or proceeding, whether civil, criminal or administrative, pending by or against Xxxxxx or Newco may be prosecuted as if the Merger had not taken place, and shall bind the Surviving Corporation, or the Surviving Corporation may be proceeded against or substituted in its place; (c) The Certificate of Incorporation of the Surviving Corporation following the Effective Date, until the same may be altered or amended, shall be restated to be identical to the Certificate of Incorporation of Newco as in effect on the date hereof, with the exception of the name of the corporation. A copy of the form of Restated Certificate of Incorporation of Xxxxxx (the Surviving Corporation) is attached hereto as EXHIBIT A; (d) The By-laws of Newco as in effect on the date hereof shall be the By-laws of the Surviving Corporation until the same shall be altered or amended. A copy of the form of By-laws is attached hereto as EXHIBIT B; and (e) The directors and the officers of the Surviving Corporation shall be those persons set forth on SCHEDULE 1.1(e), in each case until their successors are elected and qualified.

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 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 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 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 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 (a) On the Effective Time of the MergerDate, the effect separate existence of AMCP shall cease, except to the Merger shall extent that its separate existence may be as provided in the applicable provisions continued by law. The existence 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 AMC shall continue unaffected and unimpaired by the Merger merger, and AMC shall after the corporate franchisesEffective Date have all of the rights, existence privileges, immunities and rights of Newco powers, and shall be merged with subject to all of the duties and into liabilities, of a corporation organized under the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At General Corporation Law of Delaware. (b) On the Effective Time of the MergerDate, the separate existence of Newco AMC shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall have and thereafter possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a privateprivate nature, natureof AMCP, 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, account and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco AMCP shall be taken and deemed to be transferred to, to and vested in, the Surviving Corporation or remain in AMC 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; deed (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, merging corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinmerger). (c) Upon the Effective Date and thereafter, the Surviving Corporation AMC shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco AMCP, and any claim existing, existing or action or proceeding pending, pending by or against the Company or Newco any of such entities may be prosecuted to judgement as if the Merger such merger had not taken placeplace or, or in the Surviving Corporation case of AMCP, AMC may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco merging corporations shall be impaired by the Mergermerger. (d) The respective officers of AMCP are hereby authorized to execute all deeds, assignments and other documents which may be necessary to effect the full and complete transfer of the properties of such corporations to AMC. The officers of AMC are hereby authorized to execute and deliver any and all documents which may be required of it in order for it to assume or otherwise comply with any liability or obligation of AMCP. If at any time AMC shall determine that any further documents are necessary or desirable to vest in it, according to the terms hereof, the title to any property, rights, privileges, immunities, powers or franchises of AMCP, then the officers of such entities shall execute and deliver all such documents and do all things necessary to vest in and confirm to AMC title and possession of all such property, rights, privileges, immunities, powers and franchises, and all debts, liabilities and duties to otherwise carry out the purposes 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 Corporationthis Plan.

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 IncorporationNorth Carolina. 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 (a) On the Effective Time of the MergerDate, the effect separate existence of Canton shall cease, except to the Merger shall extent that its separate existence may be as provided in the applicable provisions continued by law. The existence 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 AMCR shall continue unaffected and unimpaired by the Merger merger, and AMCR shall after the corporate franchisesEffective Date have all of the rights, existence privileges, immunities and rights of Newco powers, and shall be merged with subject to all of the duties and into liabilities, of a corporation organized under the Company, and the Company, as the Surviving Corporation, shall be fully vested therewith. At General Corporation Law of Delaware. (b) On the Effective Time of the MergerDate, the separate existence of Newco AMCR shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall have and thereafter possess all the rights, privileges, immunities immunities, powers and franchises, of a public, public as well as of a privateprivate nature, natureof Canton, 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, account and all other choses in action, and all and every other interest of or belonging to or due to the Company and Newco Canton shall be taken and deemed to be transferred to, to and vested in, the Surviving Corporation or remain in AMCR 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; deed (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, merging corporations shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided hereinmerger). (c) Upon the Effective Date and thereafter, the Surviving Corporation AMCR shall thenceforth be responsible and liable for all the liabilities and obligations of the Company and Newco Canton, and any claim existing, existing or action or proceeding pending, pending by or against the Company or Newco any of such entities may be prosecuted to judgment as if the Merger such merger had not taken placeplace or, or in the Surviving Corporation case of Canton, AMCR may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco merging corporations shall be impaired by the Mergermerger. (d) The respective officers of Canton are hereby authorized to execute all deeds, assignments and other documents which may be necessary to effect the full and complete transfer of the properties of such corporations to AMCR. The officers of AMCR are hereby authorized to execute and deliver any and all documents which may be required of it in order for it to assume or otherwise comply with any liability or obligation of Canton. If at any time AMCR shall determine that any further documents are necessary or desirable to vest in it, according to the terms hereof, the title to any property, rights, privileges, immunities, powers or franchises of Canton, then the officers of such entities shall execute and deliver all such documents and do all things necessary to vest in and confirm to AMCR title and possession to all such property, rights, privileges, immunities, powers and franchises, and all debts, liabilities and duties to otherwise carry out the purposes 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 Corporationthis Plan.

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 IncorporationOhio. 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 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. (a) 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 Sub shall be merged with and into Noah and the Companyseparate corporate existence of Merger Sub shall cease. Xxxx shall be the Surviving Bank in the Merger, and the Company, as name of the Surviving Corporation, Bank shall be fully vested therewith. as set forth in Noah’s Articles of Incorporation as in effect immediately before the Effective Time of the Merger. (b) At the Effective Time of the Merger, each issued and outstanding share of the separate existence common stock of Newco shall cease andNoah, par value $0.10 per share (the “Noah Shares”), immediately prior thereto shall, by virtue of the Merger, be canceled and converted into the right to receive the Merger Consideration, as defined in accordance with the terms Section 2.1 of this Agreement. (c) The Articles of Incorporation and Bylaws of Noah, each as in effect immediately prior to the Effective Time of the Merger, shall be the Articles of Incorporation and Bylaws, respectively, of the Surviving Corporation Bank. (d) The directors and officers of Xxxxxx Sub immediately prior to the Effective Time of the Merger shall possess be the directors and officers of Xxxx as the Surviving Bank. (e) The Surviving Bank shall have all the rights, privileges, immunities and franchises, powers and shall be subject to all the duties and liabilities of a publicPennsylvania-chartered bank and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a private, public nature, of each of Merger Sub and all property, Noah Bank. The Merger shall have the effects set forth in the PABC. 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 interest, of or belonging to or due to each of the Company and Newco constituent entities so merged shall be taken and deemed to be transferred to, to and vested in, in the Surviving Corporation Bank 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 any of the State of Incorporation vested in the Company and Newco, constituent entities shall not revert or be in any way impaired by reason of the Merger. Except as otherwise provided herein, the The Surviving Corporation Bank shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Company and Newco constituent entities so merged and any claim existing, existing or action or proceeding pending, pending by or against either of the Company or Newco constituent entities may be prosecuted as if the Merger had not taken place, place or the Surviving Corporation Bank may be substituted in their its place. Neither the rights of creditors nor any liens upon the property of the Company or Newco any constituent entity 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 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 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 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.

Effect of Merger. At From and after the Effective Time effective time of the Dakota Pasta Merger, without any further action by the effect 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 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 Second Amended and Restated Transaction Agreement dated April 18, 2002 between the Colorado Corporation, North Dakota Corporation, Colorado Cooperative and all debtsNorth Dakota Cooperative, liabilities (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. (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. (b) The Surviving Corporation shall assume and be liable for all the liabilities, obligations and penalties of each of the Constituent Corporations. No liability or obligation due or to become due, and no claim or demand for any cause existing against either Constituent Corporation or any stockholder, officer or director thereof, shall be released or impaired by the Merger. No action or proceeding, whether civil or criminal, then pending by or against either Constituent Corporation or any stockholder, officer or director thereof, shall abatx xx be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred. The Surviving Corporation may be substituted in any such action or special proceeding in place of either Constituent Corporation. (c) At the Closing, the accounting entries with respect to the assets, liabilities, capital, surplus and any and all other items of the Constituent Corporations shall be taken up on the books of the Surviving Corporation at the amounts which they, respectively, are then carried on the books of said Constituent Corporations, subject to such adjustments as may be appropriate in giving effect to the Merger.

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 theCommonwealth of Delaware Virginia (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 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 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 Merger, the effect of Upon 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 contemplated 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 Mergerbecoming effective, the separate existence of Newco Ohio North shall cease and, in accordance with the terms of this Agreement, and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities immunities, powers, franchises, and franchisesauthority, of a public, public as well as a private nature, of a privateeach of the constituent corporations; and all property of every description, natureand every interest therein, and all propertyobligations, 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 constituent corporations, shall thereafter be taken and Newco shall deemed to be transferred to, to and vested in, in the Surviving Corporation without further act or deed; and all any right or interest in respect to any past or future devise, bequest, conditional gift, or trust, property, rights and privilegesor fund restricted to particular uses, powers and franchises and all and every other interest shall be thereafter as effectually the property of the when vested in or claimed by such Surviving Corporation as they were a result of the Company merger, shall belong to it as a continuation without interruption of the existence and Newcoidentity of the constituent organization originally named as taker or beneficiary; and the title to any real estate, or any interest therein, whether by deed or otherwise, under the laws vested in any of the State of Incorporation vested in the Company and Newco, constituent corporations shall not revert or be in any way be impaired by reason of the Mergermerger. 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 and Newco constituent corporations; and any claim existing, existing or action or proceeding pending, pending by or against any of the Company or Newco constituent corporations may be prosecuted to judgment, with right of appeal as in other cases, as if the Merger such merger had not taken place, or the Surviving Corporation may be substituted in their its place. Neither All the rights of creditors nor any of each constituent corporation shall be preserved unimpaired, and all liens upon the property of any of the Company or Newco constituent corporations shall be impaired preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Mergereffective date of the merger. Each constituent entity will deliver the Certificate making certain representation as to the its authority to enter into the Merger Agreement, lack of claims, and all debts, liabilities and duties similar items substantially in the form 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.Exhibit E.

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.