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that the Missouri Corporation be merged into the Florida Corporation on tbe -
terma and conditions provid~d in this Agreement and Plan of Merger and in
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accordance with the applicable laws of the States of Missouri and Flarida.
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NOtii~, THEREFORE, in consideration of the premises and the mutual ;
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agreements, covenants and conditions herein contained, and for the purpose oE
stating the terms and conditions of said merger, the mode of carrying the same
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into effect, the manner and basis of converting the shares of the Missouri Corpor-
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ation into the shares of the Surviving Corporation and such other provisions with
respect to the merger as are deemed necessary or desirable, the parties hereto ~
do hereby agree, subject to the terms and conditions hereinafter set forth, as
follows : ~
SECTION I
Upon the effectiveness of the merger, as provided herein, the Missouri
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Corporation shall be merged with and into the Florida Corporation in accordance :
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with the applicable statutes of the States of Viissouri and Florida. The Florida ~
Corporation shall be, and is hereby desi~aated as, the Sur~-iring Corparation of
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~ said merger. The name of said S•~rciri.~g Corporation shall be the present cor-
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porate name, and said Sur~zring Cor~~~at-~on shall continue to be governed by the
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laws of the State of Florida. _
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The Articles of Incorporation of the Florida Corporation, as origina2ly ;
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filed in the Office of the Secretary of State of the State of Florida on ~iarch 8,
. 1 ;
1973, and as thereafter amended froin time to time, shall, upon the effectiveness
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~ of the merger as herein provided, be deemed to be, and shall be, the Articles :
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~ of Incorporation, as amended, of the Surs-iving Corporation the terms and pro-
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~ visions of ~vhich are incorporated herein by this reference. The Survi~in~ Cor- i i
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~ poration, in addition to the po~vers conferred upon it by the la~vs of the State of
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