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, e <br />200104122 <br />7. Each of the issued and outstanding shares of the disappearing corporation shall, <br />upon the effective date of the merger, be exchanged for cash in the manner prescribed <br />in Exhibit A attached hereto, and eacr of said shares shall be retired and cancelled. <br />The issued shares of the surviving corporation shall not be converted.or exchanged <br />in any manner or any consideration be paid therefor. <br />8. In the event that the merger herein provided for shall have been fully authorized in accordance <br />with the provisions of the laws of the jurisdiction of incorporation of the disappearing corporation <br />and in accordance with the provisions of the General Corporation Law of the State of California, <br />the disappearing corporation and the surviving corporation hereby agree that they will cause to be <br />executed and filed and/or recorded any document or documents prescribed by the laws of the <br />State of Utah and of the State of California, and that they will cause to be performed all necessary <br />acts therein and elsewhere to effectuate the merger. <br />9. The Board of Directors and the proper officers of the disappearing corporation and of the <br />surviving corporation, respectively, -are hereby authorized, empowered and directed to do any <br />and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, <br />papers and documents which shall be or become necessary, proper or convenient to carry out or <br />put into effect any of the provisions of this Agreement of Merger or of the Merger herein <br />provided for. <br />The. - merger herein provided shall become effective as prescribed by lay:. <br />Signed on November 30, 2000 <br />J <br />Crossland Mortgage Corp. " <br />By: <br />Ron Pedersen, Senior Vice President <br />11irBy: <br />Brian Casper, Secretary <br />CA BC D- :AGREEMENr OF MERGER OF F>D 11196 -2 ( #537) <br />ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL <br />OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF <br />COLOR OR RACE 1S INVALID AND UNENFORCEABLE UNDER <br />THE FEDERAL__LAW• <br />A CE-tT ffiD COPY. <br />t. " AP 8 <br />ATTEST <br />ounty Clerk <br />iarras:Coutty;�as <br />r� <br />Deputy <br />