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202106264
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7/23/2021 12:22:59 PM
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202106264
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202106264 <br />Exhibit A <br />AGREEMENT AND PLAN OF MERGER <br />OF <br />SECURITY STATE BANK <br />(a North Dakota banking corporation) <br />AND <br />UNISON BANK <br />(a North Dakota banking corporation) <br />This Agreement and Plan of Merger ("Plan of Merger") is entered into by Security State <br />Bank, a North Dakota banking corporation ("SSB"), and Unison Bank, a North Dakota banking <br />corporation ("UB"), effective as of the date set forth below. <br />ARTICLE 1. <br />MERGER OF BANKS <br />1.1) Merging Banks. As of the Effective Time, SSB shall be merged with and into <br />UB, with UB as the surviving bank (the "Merger"), pursuant to the applicable provisions of the <br />North Dakota Century Code ("ND Act"). <br />1.2) Surviving Bank. The name of the surviving bank is Unison Bank, a North Dakota <br />banking corporation ("Surviving Bank"). <br />ARTICLE 2. <br />MEANS OF EFFECTING MERGER AND CONVERTING STOCK OWNERSHIP <br />2.1) The Merger. The Merger shall be effective on the date in which the Articles of <br />Merger are filed with the North Dakota Secretary of State (the "Effective Time"). At the <br />Effective Time, SSB shall be merged with and into UB in accordance with the provisions of the <br />ND Act, whereupon the separate company existence of SSB shall cease, and UB shall alone <br />continue in existence as the Surviving Bank. <br />2.2) Succession. As of the Effective Time, all rights, privileges, immunities, powers, <br />franchises and interests of SSB in and to every type of property (real, personal and mixed) and <br />choses in action shall be transferred to and vested in the Surviving Bank by virtue of such <br />Merger without any deed or other transfer, and the Surviving Bank, without any order or other <br />action on the part of any court or otherwise, shall hold and enjoy all rights of property, <br />privileges, immunities, powers, franchises and interests, including, without limitation, <br />appointments, designations and nominations, all other rights and interests as trustee, executor, <br />administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver and <br />committee of estates of incompetence and in every other fiduciary capacity, in the same manner <br />and to the same extent as such rights, privileges, immunities, powers, franchises and interests are <br />held or enjoyed by SSB at the time the Merger becomes effective. The Surviving Bank shall be <br />liable for all liabilities of SSB; including, but not Iimited to, all deposits, debts, liabilities, <br />1 <br />DOCS -#3856968-V41 <br />
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