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201300437 WHEREAS, SNI is a wholly -owned subsidiary of MNI, with authorized capital stock consisting of 10,000 shares with a par value of $1.00 and 1,000 shares of the common stock of SNI are issued and outstanding; WHEREAS, SWIN is a wholly -owned subsidiary of MNI, with authorized capital stock consisting of 10,000 shares of common stock with a par value of $1.00 and 10,000 shares of the common stock of SWIN are issued and outstanding; WHEREAS, WIN is a wholly -owned subsidiary of MNI, with authorized capital stock consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000 shares of the common stock of WIN are issued and outstanding; WHEREAS, WMC is a wholly -owned subsidiary of MNI, with authorized capital stock consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000 shares of the common stock of WMC are issued and outstanding; WHEREAS, WNN is a wholly -owned subsidiary of MNI, with authorized capital stock consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000 shares of the common stock of WNN are issued and outstanding; WHEREAS, YPC is a wholly -owned subsidiary of MNI, with authorized capital stock consisting of 10,000 shares of common stock with a par value of $1.00 and 1,000 shares of the common stock of YPC are issued and outstanding; and WHEREAS, the Board of Directors and the shareholders of each of the Constituent Corporations, and the Board of Directors of MNI, deem it advisable and in the best interests of their respective corporations, upon the terms and subject to the conditions stated In this Agreement, that each of the Constituent Corporations merge with and into MNI in accordance with this Agreement and the applicable laws of the State of Delaware, the State of Nebraska and the State of Texas. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and agreements herein contained, it is agreed in accordance with and pursuant to the provisions of the laws of the State of Delaware, the State of Nebraska and the State of Texas that each of the Constituent Corporations shall be merged with and into MNI as a single corporation, which shall be the surviving corporation, and that the terms and conditions of the merger and the mode of carrying it into effect are as set forth in this Agreement. SECTION 1 TERMS 1.1 Merger. On the Effective Date, each of the Constituent Corporations shall be merged with and into MNI, with MNI as the surviving corporation. 1.2 Conversion of Stock. Upon the Effective Date: (a) All issued and outstanding shares of common stock of each of the Constituent Corporations shall, by virtue of the merger and without any action on the part of the holder of such shares or any other party, be canceled. 3