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EXHIBIT "A"
<br />AGREEMENT AND PLAN OF MERGER
<br />W I T N E S S E T H :
<br />WHEREAS, BCSM is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000
<br />common stock of BCSM are issued and outstanding;
<br />WHEREAS, CNP is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 1,000 shares of common stock with a par value of $0.01 and 1,000
<br />common stock of CNP are issued and outstanding;
<br />WHEREAS, GIPC is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 10,000 shares of common stock with a par value of $1.00 and 10,000
<br />common stock of GIPC are issued and outstanding;
<br />WHEREAS, KHP is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 50,000 shares of common stock with a par value of $0.01 and 12,784
<br />common stock of KHP are issued and outstanding;
<br />WHEREAS, LNC is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000
<br />common stock of LNC are issued and outstanding;
<br />WHEREAS, NPC is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000
<br />common stock of NPC are issued and outstanding;
<br />WHEREAS, SPC is a wholly -owned subsidiary of MNI, with authorized
<br />consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000
<br />common stock of SPC are issued and outstanding;
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<br />201300437
<br />THIS AGREEMENT AND PLAN OF MERGER (this "Agreement ") is made and entered
<br />into on December % , 2012, by and between Midlands Newspapers, inc., a Nebraska
<br />corporation and the surviving corporation( "MNI "), Bryan College Station Media Company, Inc.,
<br />a Texas corporation and the acquired corporation (BCSM "), Central Nebraska Publications, Inc.,
<br />a Nebraska corporation and the acquired corporation ( "CNP "), Grand Island Publishing
<br />Company, Inc., a Nebraska corporation and the acquired corporation ( "GIPC "), Keamey Hub
<br />Publishing Company, Inc., a Nebraska corporation and the acquired corporation ( "KHP "),
<br />Lexington Newspaper Company, Inc., a Nebraska corporation and the acquired corporation
<br />( "LNC "), North Platte Publishing Company, Inc., a Nebraska corporation and the acquired
<br />corporation ( "NPC "), Scottsbluff Publishing Company, Inc., a Nebraska corporation and the
<br />acquired corporation ( "SPC "), Suburban Newspapers, Inc., a Nebraska corporation and the
<br />acquired corporation ( "SNI "), Southwest Iowa Newspapers, Inc., a Delaware corporation and the
<br />acquired corporation ( "SWIN "), Westem Iowa Newspapers, Inc., a Nebraska corporation and
<br />the acquired corporation ("WIN "), Waco Media Company, Inc., a Texas corporation and the
<br />acquired corporation ( "WMC "), Westem Nebraska Newspapers, Inc., a .Nebraska corporation
<br />and the acquired corporation ("WNN "), and York Publishing Company, Inc., a Nebraska
<br />corporation and the acquired corporation ( "YPC ") (collectively, the "Constituent Corporations ").
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