FORM BCA 11.25 (rev. Dec. 2003) ARTICLES OF MERGER, CONSOLIDATION OR EXCHANGE Business Corporation Act Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 217-782-6961 www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to Secretary of State. Print Reset Save Filing fee is $100, but if merger or consolidation involves more than two corporations, submit $50 for each additional corporation. _____________________________ File #___________________________ -------- Submit in duplicate -------- Type or Print clearly in black ink -------- Do not write above this line -------- Filing Fee: $_________________ Approved: ________ NOTE: Strike inapplicable words in Items 1, 3, 4 and 5. 1. Names of the orations proposing to merge. 1. Names of Corporations proposing to consolidate and State or Country of incorporation. 1. Names of the coations proposing to exchange shares Name of Corporation State or Country of Incorporation ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ________________________ ________________________ ________________________ ________________________ _______________________ Corporation File Number _______________________ _______________________ _______________________ 2. The laws of the state or country under which each Corporation is incorporated permits such merger, consolidation or exchange. 3. a. Name of the surviving 3. a. Name of the new corporation: ______________________________________________________________ 3. a. Name of the acquiring b. Corporation shall be governed by the laws of: _______________________________________________________ For more space, attach additional sheets of this size. 4. Plan of merger consolidation exchange is as follows: 4. Plan of consolidation is as follows: 4. Plan of exchange is as follows: Printed by authority of the State of Illinois. January 2015 -- 1 -- C 195.13 Page 1 American LegalNet, Inc. www.FormsWorkFlow.com 4. The 5. The 4. The The following items are not applicable to mergers under §11.30 -- 90 percent-owned subsidiary provisions. (See Article 7 on page 3.) Mark an "X" in one box only for each Illinois Corporation. By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11.20) ____________________ By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20. ____________________ merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows: Name of Corporation: ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20. ____________________ 6. Not applicable if surviving, new or acquiring Corporation is an Illinois Corporation. It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois: a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation. c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders. b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and Page 2 7. Complete if reporting a merger under §11.30 -- 90 percent-owned subsidiary provisions. a. The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation: Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ Name of Corporation sd ________________________ d ________________________ ________________________ ________________________ ________________________ _______________________ _______________________ _______________________ _______________________ _______________________ b. Not applicable to 100 percent-owned subsidiaries. Month Day The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was __________________________, __________. Year Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received? Yes No (If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.) 8. The undersigned Corporation has caused this statement to be signed b