Plan of Merger or Share Exchange
The Plan of Merger or Share Exchange, containing such inform
ation as required by Utah Code 16-10a-1101, is set forth in
“Exhibit A,” attached hereto and made a part hereof.
Manner of Adoption & Vote of Surviving Corporation (must complete Section 1 or 2)
Section 1
[ ] Shareholder vote not required. The merger/ share exchange was adopted by the incorporators or board of
directors without shareholder action and shareholder action was not required.
Section 2
[ ] Vote of shareholders (complete either A or B) The designation (i.e., common, preferred or any classification
where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each
voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group
represented at the meeting is set forth below:
A. Unanimous written consent executed on _______________, 20___ and signed by all shareholders entitled to vote.
B. Vote of shareholders during a m
eeting called by the Board of Directors.
TOTAL
A B C
Designation of each voting group (i.e. preferred and common)
Number of outstanding shares
Number of votes entitled to be cast
Number of votes represented at meeting
Shares voted in favor
Shares voted against
Manner of Adoption &
Vote of Non-surviving Corporation (must complete Section 1 or 2)
Section 1
[ ] Shareholder vote not required. The merger/ share exchange was adopted by the incorporators or board of
directors without shareholder action and shareholder action was not required.
Section 2
[ ] Vote of shareholders (complete either A or B) The designation (i.e., common, preferred or any classification
where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each
voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group
represented at the meeting is set forth below:
A. Unanimous written consent executed on _______________, 20___ and signed by all shareholders entitled to vote.
B. Vote of shareholders during a meeting called by the Board of
Directors.
TOTAL A B C
Designation of each voting group (i.e. preferred and common)
Number of outstanding shares
Number of votes entitled to be cast
Number of votes represented at meeting
Shares voted in favor
Shares voted against
Approval St
atement
This merger was approved by each domestic merging entity (if any) in accordance with Sections 48-3a-1021 through 48-3a-
1026 and by
each foreign merging entity (if any) in accordance with the law of its jurisdiction of formation.