Free 39036.PDF - Indiana

ARTICLES OF MERGER
State For m 3903 6 (R7 / 1-03 ) Ap proved by State Board of Accounts, 1995

TODD ROKITA SE CRETARY OF STATE CORPO RATIONS DIVISION 3 02 W. Wa sh ington Stre et, Rm . E018 Ind ianapo lis, IN 4 6204 Telepho ne: (3 17) 232-6 576 Indiana Code 23 -1-40-1 et. seq.

INSTRUCTIONS: Use 8 1/2" x 11" white paper for attachments. Present original and one (1) copy to the address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web at www.sos.in.gov.

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ARTICLES OF MERGER / SHARE EXCHANGE OF
(hereinafter "the nonsurviving corporation(s)")

INTO
(hereinafter "the surviving corporation")

ARTICLE I - SURVIVING CORPORATION
SECTION 1:

The name of the corporation surviving the merger is ____________________________________________________________________ and such name
SECTION 2:

has

has not (designate which) been changed as a result of the merger.

a. The surviving corporation is a domestic corporation existing pursuant to the provisions of the Indiana Business Corporation Law incorporated on _____________________________________________ . b. The surviving corporation is a foreign corporation incorporated under the laws of the State of _________________________________ and qualified not qualified (designate which) to do business in Indiana. If the survivi ng cor poration is qualifi ed to do business in Indiana, state the date of qualification: _____________________ . (If Application for Certificate of Authority is filed concurrently herewith state "Upon approval of Application for Certificate of Authority".)

ARTICLE II - NONSURVIVING CORPORATION (S) The name, state of incorporation, and date of incorporation or qualification (if applicable) respectively, of each Indiana domestic corporation and Indiana qualified foreign corporation, other than the survivor, which is party to the merger are as follows:
Na me of Cor poration Da te of Incorpo rati on o r q ualifica tio n in Indian a ( if applicab le)

State o f Domi cile

Na me of Cor poration Da te of Incorpo rati on o r q ualifica tio n in Indian a ( if applicab le)

Sta te of Domicile

Na me of Cor poration

Sta te of Domicile

Date of Inco rpora tion or qua lification in In diana (if a pplicable)

ARTICLE III - PLAN OF MERGER OR SHARE EXCHANGE The Plan of Merger or Share Exchange, containing such information as required by Indiana Code 23-1-40-1(b), is set forth in "Exhibit A", attached hereto and made a part hereof.

ARTICLE IV - MANNER OF ADOPTION AND 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 (Select 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
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

A

B

C

ARTICLE V - MANNER OF ADOPTION AND VOTE OF NONSURVIVING 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 (Select 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
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

A

B

C

In Witness Whereof, the undersigned being the ______________________________________________________ of the surviving
Officer or Chairman of B oard

corporation executes these Articles of Merger / Share Exchange and verifies, subject to penalities of perjury that the statements contained herein are true, this __________________ day of _____________________, 20 ______ .
Sign atu re Prin ted na me