COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. Calendar MINNESOTA SECRETARY :OF STATE No. Plaintiff(s) : JUDICIAL SUBPOENA MINNESOTA DOMESTIC CORPORATION MERGER -against- : 302A.601 MERGER, EXCHANGE, TRANSFER : Subdivision 1. Merger. Any two or more corporations may merge, resulting in a single corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner provided in sections 302A.611 to 302A.651. : Subd. 2. Exchange. A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation pursuant to a plan of exchange approved inDefendant(s)provided in sections 302A.611 to 302A.615, and 302A.631 the manner : .. to 302A.651.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subd. 3. Transfer. A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 302A.661. Subd. 4. Merger or exchange with a limited liability company. A corporation may participate in a merger or exchange THE limited liability company pursuant to YORK with a domesticPEOPLE OF THE STATE OF NEW chapter 322B. The dissenters’ rights for shareholders of a coporation are governed by this chapter. TO 302A. 611 PLAN OF MERGER OR EXCHANGE Subdivision 1. Contents of plan. A plan of merger or exchange shall contain: (a) The names of the corporations proposing to merge or participate in an exchange, and: (1) in the case of a merger, the name of the surviving corporation; GREETINGS: (2) in the case of an exchange, the name of the acquiring corporation; (b) The terms and conditions of the proposed merger andexchange; WE COMMAND YOU, that all business or excuses being laid aside, you and each of you attend before (c)(1) In the case of a merger, the manner and basis of converting the shares of the constituent corporations into , the Honorable at the Court securities of the surviving corporation or of any other corporation, or, in whole or in part, into money or other property; or located and County case of an exchange, the manner at basis of exchanging the shares to be acquired for securities of the of (2) In the in room , on the day of , 20 , money or o'clock in the noon, and at any recessed acquiring corporation or any other corporation or, in whole or part, into at other property or adjourned date, to testify and give evidence as a witness in this action of the surviving corporation proposed as (d) In the case of a merger, a statement of any amendments to the articles on the part of the part of the merger, and (e) Any other provisions with respect to the proposed merger or exchange that are deemed necessary or desirable. Subd. 2. Other agreements. The procedure authorized by this section does not limit the power of a corporation to Your failure to comply with this subpoena is of another as a contempt of court and will make you liable to acquire all or part-of the shares of one or more classes or series punishable corporation through a negotiated agreement the party on whose behalf with the shareholders or otherwise. this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. 302A.613 PLAN APPROVAL Subdivision Witness, Honorable notice to shareholders. A resolution containing the plan of merger or exchange shall 1. Board approval; , one of the Justices of the be approved by the affirmative vote of a majority of the directors present at a meeting of the board of each consistent corporaCourt in County, day of , 20 tion and shall then be submitted at a regular or a special meeting to the shareholders of (i) each constituent corporation, in the case of a plan of merger, and (ii) the corporation whose shares will be acquired by the acquiring corporation in the exchange, in the case of a plan of exchange. If shareholders holding any class or series of stock of the corporation are entitled to vote on the plan of merger or exchange pursuant to this section, written notice shall be given to every above and type name corporation, whether (Attorney must sign shareholder of a below) or not entitled to vote at the meeting, not less than 14 days nor more than 60 days before the meeting, in the manner provided in section 302A.435 for notice of meetings of shareholders. The written notice shall state that a purpose of the meeting is to consider the proposed plan of merger or exchange. A copy or short description of the plan of merger or exchange shall be included Attorney(s) for in or enclosed with the notice. Subd. 2. Approval by shareholders. (a) At the meeting a vote of the shareholders shall be taken on the proposed plan. The plan of merger or exchange is adopted when approved by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote. Except as provided in paragraph (b), a class or series of shares of the corporation is entitled to vote as a class or series if any provision of the plan would, if contained in a proposed amendment to the articles, entitle the Office and P.O. Address class or series of shares to vote as a class or series and, in the case of an exchange, if the class or series in included in the exchange. (b) A class or series of shares of the corporation is not entitled to vote as a class or series solely because the plan of merger effects a cancellation of the shares of the class or series if the plan of mergerNo.: Telephone effects a cancellation of all shares of the corporation of all classes and series that are outstanding immediately prior to the merger and shareholders of shares of that Facsimile No.: class or series are entitled to obtain payment for the fair value of their shares under section 302A.471 in the event of the merger. E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . approval by shareholders not required. Notwithstanding the provisions of subdivisions 1 and 2, Subd.. 3.. When . : Index No. submission of a plan of merger to a vote at a meeting of shareholders of a surviving corporation is not required if(a) The articles of the corporation will not be amended in the transaction; : Calendar No. (b) Each holder of shares of the corporation that were outstanding immediately before the effective time of the transaction will hold the same number of shares with identical rights immediately thereafter; : (c) the voting power of the outstanding shares of the corporation entitled toJUDICIAL SUBPOENA vote immediately after the merger, plus the Plaintiff(s) voting power of the shares of the corporation entitled to vote issuable on conversion of, or on the exercise of rights to purchase, -against: securities issued in the transaction, will not exceed by more than 20 percent, the voting power of the out standing shares of the corporation entitled to vote immediately before the transaction; and : (d) the number of participating shares of the corporation immediately after the merger, plus the number of participating shares of the corporation issuable on conversion of, or on the exercise of rights to purchase, securities issued in the transaction, will not exceed by more than 20 percent, the number of participating shares : the corporation immediately before the transacof tion. “Participating shares” are outstanding shares of the corporation that entitle their holders to participate without limitation in Defendant(s) distributions by the corporation. : ...................................................... 302A.615 ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE Subdivision 1. Contents of articles. Upon receiving the approval required by section 302A.613, articles of merger or exchange shall be prepared that contain: THE plan of merger or STATE OF NEW YORK (a) The PEOPLE OF THEexchange; and (b) a statement that the plan has been approved by each corporation pursuant to this chapter. TO Subd. 2. Articles signed, filed. The articles of merger or exchange shall be signed on behalf of each constituent corporation and filed with the secretary of state. Subd. 3. Certificate. The secretary of state shall issue a certificate of merger to the surviving corporation or its legal representative and a certificate of exchange to the acquiring corporation or its legal representative. GREETINGS: 302A. 621 MERGER OF SUBSIDIARY Subdivision WE COMMAND YOU, that all business A parent owning at laid aside, you and eachoutstanding shares 1. When authorized; contents of plan. and excuses being least 90 percent of the of you attend before of each class Honorable of a subsidiary directly, or indirectly through related corporations may merge the subsidiary into and series , the at the Court itself or into any other subsidiary at least 90 located at the outstanding shares of each class and series of which is owned percent of County of by the parent directly, or indirectly through related corporations, without a vote of the shareholders of itself or any subsidiary in room , on the day of , 20 , at o'clock in the noon, and at any recessed or may merge itself, or itself and one or more of the subsidiaries, into one of the subsidiaries under this section. A resolution or adjourned date,vote of a majority ofevidence as a witness in this action on the part of the to testify and give the directors of the parent present shall set forth a plan of merger that approved by the affirmative contains: (a) The name of the subsidiary or subsidiaries, the name of the parent and the name of the surviving corporation; (b) The manner and basis of converting the shares of the subsidiary or subsidiaries or parent into securities of the parYour failure to comply with this or in part, into money as a contempt of ent, subsidiary, or of another corporation or, in wholesubpoena is punishableor other property; court and will make you liable to the the parentwhose behalf this subpoena was is not the surviving corporation in the merger, adamages sustained as rate party on is a constituent corporation but issued for a maximum penalty of $50 and all provision for the pro a (c) If result of of the surviving corporation to the holders of shares of the parent on surrender certificates for shares of the issuance of shares your failure to comply. parent; and (d) If the surviving corporation is a subsidiary, a statement of any amendments ,to the articles of theof the Witness, Honorable one of the Justices surviving corporation that will be part of the merger. If County, is aday of the parent constituent corporation but is not the surviving corporation in the merger, the resCourt in , 20 olution is not effective unless it is also approved by the affirmative vote of the holders of a majority of the voting power of all shares of the parent entitled to vote at a regular or special meeting held in accordance with section 302A.613 if the parent is a domestic corporation or in accordance with the laws under which it is incorporated if the parent is a foreign corporation. Subd. 2. Notice to shareholders of subsidiary. A copy of the plan of merger sign above mailed to each shareholder, other (Attorney must shall be and type name below) than the parent and any subsidiary, of each subsidiary that is a constituent corporation in the merger. Subd. 3. Articles of merger; contents of articles. Articles of merger shall be prepared that contain: (a) The plan of merger; (b) The number of outstanding shares of each class and series of Attorney(s) for that is a constituent corporation in the each subsidiary merger and the number of shares of each class and series of the subsidiary or subsidiaries owned by the parent directly, or indirectly through related corporations; (c) The date a copy of the plan of merger was mailed to shareholders, other than the parent or a subsidiary, of each subsidiary that is a constituent corporation in the merger; and Office and P.O. Address (d) A statement that the plan has r has been approved by the parent under this section. Subd. 4. Articles signed, filed. Within 30 days after a copy of the plan of merger is mailed to shareholders of each subsidiary that is a constituent corporation to the merger, or upon waiver of the mailing-by the holders of all outstanding shares of each subsidiary that is a constituent corporation to the merger, the articles of merger No.: be signed on behalf of the parent and Telephone shall filed with the secretary of state. Facsimile No.: Subd. 5. Certificate. The secretary of state shall issue a certificate of merger to the parent or its legal representative or, E-Mail Address: if the parent is a constituent corporation but is not the surviving corporation in the merger, to the surviving corporation or its legal Mobile Tel. No.: representative. American LegalNet, Inc. www.USCourtForms.com COURT Subd. 6. Rights of dissenting shareholders. In the event all of the stock of one or more domestic subsidiaries of the COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . parent that . . a.constituent. party .to .a merger .under .this. section is. not. owned. by the parent directly, or indirectly through related is . . . . . . . . corporations, immediately prior to the merger, the shareholders of each domestic subsidiary have dissenters’ rights under section : Index No. 302A.471, without regard to sections 302A.471, subdivision 3, and 302A.473. If the parent is a constituent corporation but is not the surviving corporation in the mergers and the articles of incorporation of the surviving corporation immediately after the merg: Calendar No. er differ from the articles of incorporation of the parent immediately prior to the merger in a manner that would entitle a shareholder of the parent to dissenters’ rights under section 302A.471, subdivision 1, paragraph (a), if the articles of incorporation of : Plaintiff(s) the surviving corporation constituted an amendment to the articles of incorporation JUDICIALthat shareholder of the parent of the parent, SUBPOENA has dissenters’ rights as provided under sections 302A.471 and 302A.473. Except as provided in this subdivision, sections -against: 302A.471 and 302A.473 do not apply to any merger effected under this section. Subd. 7. Nonexclusivity. A merger among a parent and one or more subsidiaries or among two or more subsidiaries of : a parent may be accomplished under sections 302A.611, 302A.613, and 302A.615 instead of this section, in which case this section does not apply. : 302A.631 ABANDONMENT Defendant(s) : Subdivision .1. .By . . . . . . . . . . . . or .plan. After .a. plan. of. merger . . .exchange has been approved by the shareholders . . . . . . . . . . . shareholders . . . . . . . . . . . . . . . . . . . . or . entitled to vote on the approval of the plan as provided in section 302A.613, and before the effective date of the plan, it may be abandoned: (a) If the shareholders of each of the constituent corporations entitled to vote on the approval of the plan as provided in section 302A.613 have approved the abandonment at a meeting by the affirmative vote of the holders of a majority of the voting THE PEOPLE OF THE STATE OF NEW YORK power of the shares entitled to vote and, if the shareholders a constituent corporation are not entitled to vote on the approval of the plan under section 302A.613, the board of directors of the constituent corporation has approved the abandonment by the TO affirmative vote of a majority of the directors present; (b) If the plan itself provides for abandonment and all conditions for abandonment set forth in the plan are met; or (c) Pursuant to subdivision 2. Subd. 2. By board. A plan of merger or exchange may be abandoned, before the effective date of the plan, by a resolution of theGREETINGS: board of directors of any constituent corporation abandoning the plan of merger or exchange approved by the affirmative vote of a majority of the directors present, subject to the contract rights of any other person under the plan. Subd. 3. Filing of articles. If articles ofWE COMMAND YOU, that all business and excuses being laid aside, younot yet become effective, the conmerger or exchange have been filed with the secretary of state, but have and each of you attend before the Honorable at the Court stituent corporations, in the case of abandonment under subdivision 1, clause (a), the constituent corporations or any one of , located at County of them, in the case of abandonment under subdivision 1, clause (b), or the abandoning corporation in the case of abandonment under subdivision 2, shall file, with the secretaryof state articles of abandonment o'clock in the that contain: in room on the day of , 20 , at noon, and at any recessed (a) the names of the to testify and give evidence as a witness in this action on the part of the constituent corporations; or adjourned date, (b) The provision of this section under which the plan is abandoned; and (c) If the plan is abandoned under subdivision 2, the text of the resolution approved by the affirmative vote of a majority of the directors present abandoning the plan. Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to 302A.641 the party on whose OF MERGER OR EXCHANGE; EFFECT EFFECTIVE DATE behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a Subdivision 1. Effective date or time. A merger or exchange is effective when the articles of merger or exchange are result of your failure to comply. filed with the secretary of state or on a later date or at a later time specified in the articles of merger or exchange. Subd. 2. Effect on corporation. When a merger becomes effective: Witness, Honorable , one of (a) The consistent corporations become a single corporation, the surviving corporation;the Justices of the Court in County, day of , 20 (b) The separate existence of all constituent corporations except the surviving corporation ceases; (c) The surviving corporation has all the rights, privileges, immunities, and powers, and is subject to all the duties and liabilities, of a corporation incorporated under this chapter; (d) The surviving corporation possesses all the rights, privileges, immunities, and franchises, of a public as well as of a (Attorney must sign above and type name below) private nature, of each of the constituent corporations. All property, real, personal, and mixed, and all debts due on any account, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the constituent corporations vests in the surviving corporation without any further act or deed. Confirmatory deeds, assignments, or similar instruments to accomplish that vesting may be signed and delivered at any time in the name of a constituent corporation Attorney(s) for by its current officers or, if the corporation no longer exists, by its last officers. The title to any real estate or any interest therein vested in any of the constituent corporations does not revert nor in any way become impaired by reason of the merger; (e) The surviving corporation is responsible and liable for all the liabilities and obligations of each of the constituent corporations. A claim of or against or a pending proceeding by or against a constituent corporation may be prosecuted as if the Office and P.O. Address merger had not taken place, or the surviving corporation may be substituted in the place of the constituent corporation. Neither the rights of creditors nor any liens upon the property of a constituent corporation are impaired by the merger; and (f) The articles of the surviving corporation are deemed to be amended to the extent that changes in its articles, if any, are contained in the plan of merger. Telephone No.: Subd. 3. Effect on shareholders. When a merger or exchange becomes effective, the shares of the corporation or corFacsimile No.: porations to be converted or exchanged under the terms of the plan cease to exist in the case of a merger, or are deemed to be E-Mail Address: exchanged in the case of an exchange. The holders of those shares are entitled only to the securities, money, or other property Mobile Tel. No.: into which those shares have been converted or for which those shares have been exchanged in accordance with the plan, subject to any dissenter’s rights under section 302A.471. American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....... .. 302A.651 .MERGER. OR EXCHANGE WITH FOREIGN CORPORATION : Index No. Subdivision 1. When permitted. A domestic corporation may merge with or participate in an exchange with a foreign corporation by following the procedures set forth in this section, if: : Calendar No. (1) with respect to a merger, the merger is permitted by the laws of the state under which the foreign corporation is incorporated, and : (2) with respect to an exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not JUDICIAL SUBPOENA Plaintiff(s) the exchange is permitted by the laws of the state under which the foreign corporation is incorporated. -against: Subd. 2. Laws applicable before transaction. Each domestic corporation shall comply with the provisions of sections 302A.601 to 302A.651 with respect to the merger or exchange of shares of corporations and each foreign corporation shall com: ply with the applicable provisions of the laws under which it was incorporated or by which it is governed. Subd. 3. Domestic surviving corporation. If the surviving corporation in a merger will be a domestic corporation, it : shall comply with all the provisions of this chapter. Subd. 4. Foreign surviving corporation. If the surviving corporation in a merger will be a foreign corporation and will Defendant(s) transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations. In every : ...... ......... ... .. ... .. ....... . .... case the surviving. corporation .shall. file. with .the .secretary .of .state: . . . . . . . . . (a) An agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent corporation and in a proceeding for the enforcement of the rights of a dissenting shareholder of a constituent corporation against the surviving corporation; THE PEOPLE appointment of OF NEW YORK (b) An irrevocableOF THE STATEthe secretary of state as its agent to accept service of process in any proceeding, and an address to which process may be forwarded; and TO (c) An agreement that it will promptly pay to the dissenting shareholders of each domestic constituent corporation the amount, if any, to which they are entitled under section 302A.473. bus62 Rev 3-03 GREETINGS: WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before , the Honorable at the Court located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. Witness, Honorable Court in County, , one of the Justices of the day of , 20 (Attorney must sign above and type name below) Attorney(s) for Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com