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<br />200610793
<br />AGREEMENT AND PLAN OF REORGANIZATION
<br />(MERGER)
<br />THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ")
<br />entered into on November 13, 2006, by and among B & R GRAIN, INC.,
<br />a Nebraska Corporation ( "B & R"), ROGER L. LUEBBE and BARBARA A.
<br />LUEBBE (collectively, the "STOCKHOLDERS ") and MIDLAND AG SERVICE,
<br />INC., a Nebraska Corporation ( "MIDLAND "). B & R, the STOCKHOLDERS
<br />and MIDLAND are referred to collectively herein as the "Parties ".
<br />WHEREAS, the STOCKHOLDERS own all the outstanding shares of
<br />common stock of B & R; and
<br />WHEREAS, the STOCKHOLDERS desire to exchange all of their
<br />shares of common stock of B & R for common stock of MIDLAND in a
<br />reorganization which is tax free pursuant to Section 368 (b) of
<br />the Internal Revenue Code; and
<br />WHEREAS, MIDLAND desires to exchange its shares of common
<br />stock for all of the outstanding shares of common stock of B & R
<br />which are owned by the STOCKHOLDERS on the terms and conditions
<br />contained in this Agreement.
<br />NOW, THEREFORE, in consideration of the premises and the
<br />mutual promises herein made, and in consideration of the
<br />representations, warranties, and covenants herein contained, the
<br />Parties agree as follows:
<br />1. EXCHANGE OF COMMON STOCK.
<br />On and subject to the terms and conditions of this Agreement,
<br />MIDLAND agrees to acquire from the STOCKHOLDERS, all of the issued
<br />and outstanding common stock of B & R and the STOCKHOLDERS agree
<br />to transfer to MIDLAND all of the issued and outstanding shares of
<br />B & R's common stock in exchange for the issuance to each of the
<br />STOCKHOLDERS of SO shares of MIDLAND's unregistered common stock,
<br />$1.00 par value per share.
<br />2. REPRESENTATIONS AND WARRANTIES OF MIDLAND CONCERNING
<br />THE TRANSACTION.
<br />B & R represents and warrants to the STOCKHOLDERS that the
<br />statements contained in this Section 2 are correct and complete as
<br />of the date of this Agreement.
<br />(a) Or anization of Midland. MIDLAND is duly
<br />organized, validly existing, and in good standing under the laws
<br />of the State of Nebraska.
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<br />200610793
<br />AGREEMENT AND PLAN OF REORGANIZATION
<br />(MERGER)
<br />THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ")
<br />entered into on November 13, 2006, by and among B & R GRAIN, INC.,
<br />a Nebraska Corporation ( "B & R"), ROGER L. LUEBBE and BARBARA A.
<br />LUEBBE (collectively, the "STOCKHOLDERS ") and MIDLAND AG SERVICE,
<br />INC., a Nebraska Corporation ( "MIDLAND "). B & R, the STOCKHOLDERS
<br />and MIDLAND are referred to collectively herein as the "Parties ".
<br />WHEREAS, the STOCKHOLDERS own all the outstanding shares of
<br />common stock of B & R; and
<br />WHEREAS, the STOCKHOLDERS desire to exchange all of their
<br />shares of common stock of B & R for common stock of MIDLAND in a
<br />reorganization which is tax free pursuant to Section 368 (b) of
<br />the Internal Revenue Code; and
<br />WHEREAS, MIDLAND desires to exchange its shares of common
<br />stock for all of the outstanding shares of common stock of B & R
<br />which are owned by the STOCKHOLDERS on the terms and conditions
<br />contained in this Agreement.
<br />NOW, THEREFORE, in consideration of the premises and the
<br />mutual promises herein made, and in consideration of the
<br />representations, warranties, and covenants herein contained, the
<br />Parties agree as follows:
<br />1. EXCHANGE OF COMMON STOCK.
<br />On and subject to the terms and conditions of this Agreement,
<br />MIDLAND agrees to acquire from the STOCKHOLDERS, all of the issued
<br />and outstanding common stock of B & R and the STOCKHOLDERS agree
<br />to transfer to MIDLAND all of the issued and outstanding shares of
<br />B & R's common stock in exchange for the issuance to each of the
<br />STOCKHOLDERS of SO shares of MIDLAND's unregistered common stock,
<br />$1.00 par value per share.
<br />2. REPRESENTATIONS AND WARRANTIES OF MIDLAND CONCERNING
<br />THE TRANSACTION.
<br />B & R represents and warrants to the STOCKHOLDERS that the
<br />statements contained in this Section 2 are correct and complete as
<br />of the date of this Agreement.
<br />(a) Or anization of Midland. MIDLAND is duly
<br />organized, validly existing, and in good standing under the laws
<br />of the State of Nebraska.
<br />-1-
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