Guide For Articles Of Merger Or Share Exchange {SCC720}

COMMONWEALTH OF VIRGINIA SCC720 STATE CORPORATION COMMISSION (06/02) GUIDE FOR ARTICLES OF MERGER OR SHARE EXCHANGE ARTICLES OF (MERGER) (SHARE EXCHANGE) OF (Names of corporations) The undersigned corporation(s), pursuant to Title 13.1, Chapter 9, Article 12 of the Code of Virginia,hereby execute(s) the following articles of (merger or share exchange) and set(s) forth: ONE (Set forth the plan of merger (see 13.1-716 of the Code of Virginia) or the plan of share exchange (see13.1-717 of the Code of Virginia).) TWO (For each corporation that is a party to the me rger or share exchange, state whether the plan wasadopted by the directors or approved by the shareholders. See Options A and B, below.)Option A (If shareholder approval of one or more of the corporations was not required, with respect to each suchcorporation, set forth that the board of directors adopted the plan and the reason why shareholderapproval was not required. See 13.1-718.G, 13.1-719 and 13.1-720 of the Code of Virginia.)Option B (If shareholder approval of one or more of the corporations was required, with respect to each suchcorporation, set forth either (1) or (2), below, whichever is applicable.) (1) The plan of (merger or share exchange) was adopted by unanimous consent of the shareholders. OR (2) The plan of (merger or share exchange) was submitted to the shareholders by the board of directors in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and: (a) The designation, number of outstanding shar es, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan of (merger or share exchange) were: Designation No. of Outstanding SharesNo. of Votes _______________ _______________ ____________ _______________ _______________ ____________ (b) The total number of: (i) Votes cast for and against the plan by each voting group entitled to vote separately on the plan was: (Continued on the back) <<<<<<<<<********>>>>>>>>>>>>> 2 Voting Group Total No. of Votes Total No. of Votes Cast FOR the Plan Cast AGAINST the Plan ____________ _____________ ____________ ____________ _____________ ____________ OR (ii) Undisputed votes cast for the plan separately by each voting group was: Voting Group Total No. of Undisputed Votes Cast FOR the Plan ____________ ____________ ____________ ____________ (c) And the number cast for the plan by each voting group was sufficient for approval by that voting group. The undersigned (chairman or vice-chairman of the board of directors, president, or any other ofits officers authorized to act on behalf of the corporation [USE APPROPRIATE TERM]) declares that thefacts herein stated are true as of ________________. (date) (Name of corporation) By: (Signature) (Printed name and corporate title) (The articles must be similarly executed by each corporation that is a party to the merger or share exchange.) NOTE If shareholder approval is required, the plan must be approved by each voting group entitled to vote on the plan byMORE THAN 2/3 of all votes entitled to be cast by that voting group unless the Virginia Stock Corporation Act or theboard of directors requires a greater vote or unless the articles of incorporation provide for a greater or lesser vote,but not less than a majority of all votes cast at a meeting at which a quorum exists (See 13.1-718 of the Code ofVirginia). INSTRUCTIONS The articles must be in the English language, typewritten or printed in black, legible and reproducible. The documentmust be presented on uniformly white, opaque paper, free of visible watermarks and background logos.Guideform SCC720 has been produced by the Commission as a guide to help you prepare the corporations articlesof merger. Please note, however, that this guideform will not be accepted with the blanks filled in. You mustseparately type your articles, using this form as a guide, inserting appropriate information and omitting inapplicabletext (like the italicized portions). You can download this form from our website at www.state.va.us/ scc/division/clk/index.htm .The Certificate of Merger or Share Exchange cannot be issued unless all fees, fines and penalties assessedby the Commission against all parties to the merger or share exchange have been paid. The articles must be executed in the name of each corporation by the chairman or any vice-chairman of the board ofdirectors, the president, or any other of its officers authorized to act on behalf of the corporation.It is a Class 1 misdemeanor for any person to sign a docum ent he knows is false in any material respect withintent that the document be delivered to the Commission for filing. Send the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, st Virginia 23219-1197, (Street address: 1300 East Main Street, Tyler Building, 1 Floor, Richmond, Virginia 23219),along with a check for the filing fee in the amount of $25.00 PLUS any additional charter fee amount required by anincrease in the number of authorized shares of the surviving corporation, payable to the State CorporationCommission. PLEASE DO NOT SEND CASH . If you have any questions, please call (804) 371-9733 or toll-free inVirginia, 1-866-722-2551.