File Number: _________________ State of Utah DEPARTMENT OF COMMERCE Non-Refundable Processing Fee: Division of Corporations & Commercial Code [ ] Domestic $37.00 [ ] Foreign $37.00 Articles of Merger / Share Exchange _______________________________________________________________________ the non-surviving corporation Into _______________________________________________________________________ the surviving corporation ARTICLE I - Surviving Corporation Section 1 The name of the corporation surviving the merger is__________________________________________________________ and such name [ ] has [ ] has not been changed as a result of the merger. The principal address of the surviving corporation is: ____________________________________________________________________________________________________ Address City State Zip Section 2 A. The surviving corporation is a domestic corporation existing pursuant to the provisions of the Utah Revised Business Corporation Act incorporated on _______________________________________________________. B. The surviving corporation is a foreign corporation incorporated under the laws of the State of ________________________________________ and [ ] qualified [ ] not qualified to do business in Utah. Note: If application for Certificate of Authority to Transact Business is filed concurrently herewith state "Upon approval of Application for Certificate of Authority." C. The effective date of the merger described herein shall be the date upon which these Articles are filed with the Utah Division of Corporations and Commercial Code, or ___________________________________________. ARTICLE II - Non-surviving Corporation(s) The name, state of incorporation, and date incorporation or qualification (if applicable) respectively, of each Utah domestic corporation and/or foreign corporation, other than the survivor, which is party to the merger are as follows: Name of Corporation:__________________________________________________________________________________ State of Domicile:_________________________ Date of Incorporation / Qualification in Utah:_______________________ Name of Corporation:__________________________________________________________________________________ State of Domicile:_________________________ Date of Incorporation / Qualification in Utah:_______________________ Name of Corporation:__________________________________________________________________________________ State of Domicile:_________________________ Date of Incorporation / Qualification in Utah:_______________________ 6 Name of Corporation:__________________________________________________________________________________ State of Domicile:_________________________ Date of Incorporation / Qualification in Utah:_______________________ Name of Corporation:__________________________________________________________________________________ State of Domicile:_________________________ Date of Incorporation / Qualification in Utah:_______________________ ARTICLE III - Plan of Merger or Share Exchange The Plan of Merger or Share Exchange, containing such information as required by Utah Code 16-10a-1101, is set forth in "Exhibit A", attached hereto and made a part hereof. Under GRAMA {63-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity. American LegalNet, Inc. www.FormsWorkflow.com ARTICLE IV - 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 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 ARTICLE V - 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 In Witness Whereof, the undersigned being the ______________________________________________________________ of the surviving corporation executes these Articles of Merger / Share Exchange and verifies, subject to penalties of perjury that the statements contained herein are true, this ____ day of ______________________, 20____. ___________________________________ Signature _____________________________________ Printed Name Mailing/Faxing Information: www.corporations.utah.gov/contactus.html Division's Website: www.corporations.utah.gov American LegalNet, Inc. www.FormsWorkflow.com