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" 200901519 PLAN OF MERGER This PLAN OF MERGER, dated as of December/;() , 2008 (this "Plan"), is adopted by Arctic Nebraska Inc., a Nebraska corporation (the "Parent"), in order to effect a merger with KAMA, Inc., a Nebraska corporation and a direct, wholly owned subsidiary of the Parent (the "Subsidiary"). RECITALS: A. Both the Parent and the Subsidiary are corporations organized and existing under the laws of the State of Nebraska. B. The purpose of this Plan and the transactions contemplated hereby is to effect a merger of the Subsidiary with and into the Parent. C. The board of directors of the Parent, in accordance with Section 21-20,131 of the Nebraska Business Corporation Act (the "NBCA"), has adopted and approved this Plan and the transactions contemplated hereby, after determining that it would be advisable and in the best interests of the Parent and the Subsidiary and their respective shareholders for the Subsidiary to merge with and into the Parent, in accordance with the terms and conditions set forth in this Plan. D. In accordance with Section 21-20,131 of the NBCA, approval by the respective shareholders of the Parent and the Subsidiary is not required. NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: ARTICLE I THE MERGER 1.1 Merger. At the Effective Time (as defined below), and subject to and upon the terms and conditions ofthis Plan and the NBCA, (a) the Subsidiary will be merged with and into the Parent (the "Merger"), (b) the separate legal existence of the Subsidiary will cease, and (c) the Parent will continue as the surviving corporation of the Merger. 1.2 Effective Time. As promptly as practicable on or after the date hereof: the parties will cause the Merger to be consummated by filing articles of merger with the Secretary of State of the State of Nebraska as required by the NBCA (the "Merger Certificate"). The Merger will be effective at 11 :58 p.m. Lincoln, Nebraska time on December 31, 2008 (the "Effective Time"). ARTICLE II EFFECTS OF THE MERGER 2.1 Effects of Merger. At the Effective Time, the effect of the Merger will be as provided in this Plan, the Merger Certificate and the applicable provisions of the NBCA. Without limiting the generality of the foregoing, at the Effective Time the title to all real estate DLI-6224802v3