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PLAN OF MERGER 200111929 STAUFFER COMMUNICATIONS, INC. MORRIS COMMUNICATIONS CORPORATION This P'.an of Merger of Stauffer Communications, Inc., a corporation organized and ex' under the laws of the State of Delaware ("Subsidiary" Corporation, a corporation organized and existing under the Iz.ws of the State of Georgia existing ), with and into Morris communications made on this 3'6 day of December, 1997 (tire "Plan" Business Corporation Code and Section 253 of thy; Delaware General Corporation g (Parent "), is Subsidiary arc sometimes collective) ref )' pursuant to Section 14 -2 -1104 of the Georgia Y ed to in this Plan as the "Constituent anon Law. Parent n;rd tituent Corporations ". WITNESSETI1 «IiEREAS, Parent owns 100 percent of the outstanding shares of common stock, with $1.00 value. of Subsidiary, such common stock being the only class of capital stock of Subsidiary, therefore deemed to be the "parent corporation" of a "subsidiary corporation" within the par O.C.G.A. Section 14 -2 -1104 and D. �' d Parent is G.C.L Section 253; and meaning of of srrbsidi WIiEREA.S, O.C.G.A. Section 14 -2 -1104 and D.G.C.L Section 253 authorize the merger of a ary corporation into a "parent corporation" without approval by a vote of the shareholders of the merging corporations; and WHEREAS, the Board of Directors of the Parent deems it advisable and for the bene fit of each Of the Constituent Corporations and their shareholders that Subsidiary merge into Parent; and WHEREAS, the Board of Directors of the Parent has approved this Plan and the merger contemplated herein at a duly called and held meeting. NO«', THEREFORE, BE IT RESOLVED TIIAT, the terms and conditions of the merger and the mode of carrying the same into effect are and shall be as follows: g I. At the Effective Time, the Subsidiary shall be merged with and into Parent (Parent hereinafter sometimes called the "St►rviving Corporation "), the corporate existence of the Surviving Corporation shall 'be continued, and thereafter the individual existence of Subsidiary being 2. The designation am number of outstanding shares of each shall cease. Constituent Corporations are as follows. class of stock of each of the having a (a) Subsidiary has presently authorized capital stock of 1,500 000 shares of co g Paz value Of $I-00 per share ('Subsidiary Common Stock ") ' won stock outstanding. Subsidiary Common Stock is vested with all the voting rights in 1,000 corporation. rssued and the owner of 1,000 shares of Subsidiary Common Stock, constituting 100 percent of the shares of Subsidiary Common Stock issued and outstanding. Parent is total number of (b) Parent has presently authorized capital stock consisting of 10,000,000 shares of co P stock having no par value of ( "parent Common Stock ") mmon Outstanding and 2,000 shares of preferred stock having no par value, which 2,000 soar are issued and outstanding. Parent Common Stock is vested with all of the voting rights in such corporation. es are issued or exhibit "A" jf.�