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1/8/2009 3:12:58 PM
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1/8/2009 3:12:58 PM
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200900110
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<br />.~ <br /> <br />EXHIBIT "A" <br /> <br />200900110 <br /> <br />I iil1i1lilliiiflnlflrliiii fllffiillllll <br /> <br />1000643464 Pes: 5 <br />WESTERN AGRICULTURAL RESOURCES <br />FlIed: 09/30/2008 02:39 PM <br /> <br />'. <br /> <br />ARTICLES OF MERGER OF <br />WESTERN AGRICULTURAL RESOURCES CO., A NEBRASKA CORPORATION <br />WITH AND INTO <br />FRONT RANGE COMPANY, ADELA W ARE CORPORATION <br /> <br />Pursuant to ~ 21-20,132 of the Nebraska Business Corporation Act, Westem Agricultural Resources <br />Co., a Nebraska corporati011, and Front Range Company, a Delaware corporation, adopt the following <br />Articles of Merger: <br /> <br />1. Attached to these Alticles of Merger and made a part hereof is a copy of the Agreement and <br />Plan of Merger. <br /> <br />2. The parties to the merger are Western Agricultural Resources Co., a Nebraska corporation, <br />and Front Range Company, a Delaware corporation. Front Range Company, a Delaware corporation, is the <br />surviving corporation. The merger is to be effective as of the opening of business on October 1, 2008. <br /> <br />3. The Articles of Incorporation of the surviving corporation are not amended. <br /> <br />4. Approval by the shareholders of Front Range Company was not required. <br /> <br />5. The Agreement and Plan of Merger was approved by the shareholders of Western <br />Agricultural Resources Co., a Nebraska corporation, by unanimous written consent, as follows: <br /> <br /> Total No. of votes cast <br />Designation Number of Total No. of <br />(class or series) shares votes entitled <br />of voting group outstanding to be cast FOR AGAINST ABSTAIN <br />Voting Common 1,000 1,000 1,000 .0- - 0- <br />Stock <br />Nonvoting 99,000 99,000 99,000 .0- -0- <br />Common Stock <br /> <br />6. The number of shares cast for the Plan of Merger was sufficient for approval. <br /> <br />Dated September 29, 2008. <br /> <br />WESTERN AGRICULTURAL RESOURCES CO., <br />A NEBRASKA CORPORATION <br /> <br />By: . ~-d41A~'.d-- <br />Ralph J. Fischer, President <br /> <br /> <br />(0830800.1} <br />
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