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200802999
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Last modified
4/10/2008 2:46:00 PM
Creation date
4/10/2008 2:45:59 PM
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DEEDS
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200802999
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<br />200802999 <br />EXHIBIT A <br /> <br />PLAN OF MERGER <br />Between Morrison Enterprises, LLC, <br />a Nebraska limited liability company <br />and Morrison Enterprises, <br />a Nebraska general partnership <br /> <br />Morrison Enterprises, LLC, a Nebraska limited liability company, and Morrison <br />Enterprises, a Nebraska general partnership, enter into this Plan of Merger pursuant to <br />Nebraska Revised Statutes 921-2648, et seq. <br /> <br />The purpose of this merger is to convert Morrison Enterprises, a Nebraska general <br />partnership, into a limited liability company with no change in ownership, ownership <br />shares, management, or assets. <br /> <br />1. Name of Parties. The parties to this Merger are Morrison Enterprises, LLC, a <br />Nebraska limited liability company (LLC) and Morrison Enterprises, a Nebraska <br />general partnership (Partnership). LLC shall be the surviving entity. <br /> <br />2. Terms and Conditions of Merger. All assets of Partnership shall convey to LLC <br />upon the effective date of this Merger and LLC shall assume all liabilities and <br />obligations of Partnership upon that date. LLC shall conduct all businesses of <br />Partnership. The owners of Partnership and LLC do not desire to change any of <br />their ownership interest. <br /> <br />3. Manner and Basis of Converting Interests. The ownership interests of Partnership <br />and LLC are identical. There shall be no change in the membership or ownership <br />shares of LLC as a result of this Merger. <br /> <br />4. Amendments to Articles of Organization. No amendments to LLC's Articles of <br />Organization. <br /> <br />5. Effective Date. This Merger shall become effective upon filing Articles of <br />Merger with the Nebraska Secretary of State. <br /> <br />6. Approval of the Parties. This Plan of Merger has been unanimously approved by <br />all of the Partners of Partnership and all of the Members of LLC as indicated <br />below. <br />
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