Common use of Terms and Conditions of Merger Clause in Contracts

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows: (a) On the effective date of the merger: (1) Merco shall be merged into CPH to form a single corporation, and CPH shall be, and is designated herein as, the Surviving Corporation; (2) the separate existence of Merco shall cease; (3) the Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law of the state of Delaware; and (4) the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent Corporations; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger. (b) On the effective date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH immediately prior to the merger; to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Delaware. (c) On the effective date of the merger, the officers of the Surviving Corporation shall be the officers of CPH immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Delaware.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this PlanAgreement) as follows: (a) On the effective date of the mergerEffective Date: (1i) Merco The California Company shall be merged with and into CPH the Michigan Company to form a single corporation, corporation and CPH the Michigan Company shall be, and is designated herein as, the Surviving Corporation; (2ii) the The separate existence of Merco the California Company shall cease; (3iii) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andMichigan; (4iv) the Surviving The surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent CorporationsMerging Companies; and all property, real, personal, and mixed, including all trademark, trademark registrations and applications for registration of trademarks, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent CorporationsMerging Companies, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation the Merging Companies shall not revert or be in any way impaired by reason of the merger; the ; (v) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent CorporationsMerging Companies; any claim existing or action or proceeding pending by or against either of such Constituent Corporations the Merging Companies may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent CorporationsMerging Companies; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations Merging Companies shall be impaired by the merger; (vi) All corporate acts, plans, policies, contracts, approvals and authorizations of the California Company, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be effective and binding thereon as the same were with respect to the California Company. (b) On the effective date of the mergerEffective Date, the board Board of directors Directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board Board of directors Directors of CPH the California Company immediately prior to the merger; , to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state State of DelawareMichigan. (c) On the effective date of the mergerEffective Date, the officers of the Surviving Corporation shall be and consist of the officers of CPH the California Company immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state State of DelawareMichigan. (d) On the Effective Date, the bylaws of the Surviving Corporation shall be and consist of the bylaws of the California Company immediately prior to the merger.

Terms and Conditions of Merger. The terms and conditions of the merger are Merger (in addition to those set forth elsewhere in this Plan) are as follows: (a) On the effective date of the mergerEffective Date: (1) Merco Sento Acquisition shall be merged into CPH Astron to form a single corporation, and CPH Astron shall be, and is be designated herein as, as the Surviving Corporation;. (2) the The separate existence of Merco Sento Acquisition shall cease;. (3) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized incorporated under the General Corporation Law laws of the state State of Delaware; andUtah. (4) the The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the mergerMerger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger Merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent Corporations; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the mergerMerger. (b) On the effective date of the mergerEffective Date, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH Sento Acquisition immediately prior to the merger; Merger, to serve thereafter in accordance with the bylaws Bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws Bylaws and the laws of the state State of DelawareUtah. (c) On the effective date of the mergerEffective Date, the officers of the Surviving Corporation shall be the officers of CPH Sento Acquisition immediately prior to the mergerMerger, with such officers to serve thereafter in accordance with the bylaws Bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws Bylaws and the laws of the state State of DelawareUtah.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) are as follows: (a) On the effective date Effective Date of the merger: (1) Merco NAMC shall be merged into CPH ELITE to form a single corporation, and CPH ELITE shall be, and is be designated herein as, as the Surviving Corporation;. (2) the The separate existence of Merco NAMC shall cease;. (3) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andNevada. (4) the The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent CorporationsCorporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger. (b) On the effective date Effective Date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH ELITE immediately prior to the merger; , to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. (c) On the effective date Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of CPH ELITE immediately prior to the merger, with such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided for in the bylaws of the Surviving Corporation.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) are as follows: (a) On the effective date Effective Date of the merger: (1) Merco DISX shall be merged into CPH CW to form a single corporation, and CPH CW shall be, and is be designated herein as, as the Surviving Corporation;. (2) the The separate existence of Merco DISX shall cease;. (3) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andNevada. (4) the The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent CorporationsCorporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger. (b) On the effective date Effective Date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH DISX immediately prior to the merger; , to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. (c) On the effective date Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of CPH DISX immediately prior to the merger, with such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided for in the bylaws of the Surviving Corporation.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) are as follows: (a) On the effective date Effective Date of the merger: (1) Merco MERGER CO. shall be merged into CPH VIDEO to form a single corporation, and CPH VIDEO shall be, and is be designated herein as, as the Surviving Corporation;. (2i) the The separate existence of Merco MERGER CO. shall cease;. (3ii) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andNevada. (4iii) the The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent CorporationsCorporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger. (b) On the effective date Effective Date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH VIDEO immediately prior to the merger; , to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state State of DelawareNevada. (c) On the effective date Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of CPH VIDEO immediately prior to the merger, with such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided for in the bylaws of the Surviving Corporation.

Terms and Conditions of Merger. The terms and conditions of the merger are Merger (in addition to those set forth elsewhere in this PlanAgreement and Plan of Merger) are as follows: (a) On the effective date Effective Time of the mergerMerger: (1i) Merco Celldex NJ shall be merged into CPH Celldex Delaware to form a single corporation, and CPH Celldex Delaware shall be, and is be designated herein as, as the Surviving Corporation;. (2ii) the The separate existence of Merco Celldex NJ shall cease;. (3iii) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state State of Delaware; and. (4iv) In the manner of and as set forth in Section 259 of the GCL, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the mergerMerger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either any of such Constituent Corporations may be prosecuted as if the merger Merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent CorporationsCorporation; and neither the rights of creditors nor any liens on the property of either any of the Constituent Corporations shall be impaired by the mergerMerger. (b) On the effective date Effective Time of the mergerMerger, the board Board of directors Directors of the Surviving Corporation and the members thereof, shall consist of the members Board of the board Directors of directors of CPH immediately prior to the merger; Celldex NJ, to serve thereafter in accordance with the bylaws Bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws Bylaws and the laws of the state State of Delaware. (c) On the effective date Effective Time of the mergerMerger, the officers of the Surviving Corporation shall be consist of the officers of CPH immediately prior to the mergerCelldex NJ, such officers to serve thereafter in accordance with the bylaws Bylaws of the Surviving Corporation and until their respective successors shall have been duly elected appointed and qualified in accordance with such bylaws and qualified. (d) If on the laws Effective Time of the state Merger, one or more vacancies shall exist in the Board of DelawareDirectors or in any of the offices of the Surviving Corporation, any such vacancies may be filled in the manner provided for in the Bylaws of the Surviving Corporation. (e) On the Effective Time of the Merger, the Surviving Corporation will assume and continue Celldex NJ's 2003 Long-Term Incentive Stock Plan and Employee Stock Purchase Plan. The outstanding and unexercised options to purchase Celldex NJ Common Stock under the 2003 Long-Term Incentive Stock Plan shall become options to purchase the number of shares of New Common Stock (as defined below) representing the same proportionate equity ownership interest in the Surviving Corporation as such options represented of Celldex NJ with no other changes in the terms and conditions of such options and shares. The same number of shares of New Common Stock shall be reserved for purchase under the Employee Stock Purchase Plan, as shares of Celldex NJ common stock were reserved for purchase under the Employee Stock Purchase Plan.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) are as follows: (a) On the effective date Effective Date of the merger: (1) Merco HSCO shall be merged into CPH HSNV to form a single corporation, and CPH HSNV shall be, and is be designated herein as, as the Surviving Corporation;. (2) the The separate existence of Merco HSCO shall cease;. (3) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andNevada. (4) the The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent CorporationsCorporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger. (b) On the effective date Effective Date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH HSNV immediately prior to the merger; , to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. (c) On the effective date Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of CPH HSNV immediately prior to the merger, with such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. If on the Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided for in the bylaws of the Surviving Corporation.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this PlanAgreement) as follows: (a) On the effective date of the mergerEffective Date: (1i) Merco The Michigan Company shall be merged with and into CPH the Nevada Company to form a single corporation, corporation and CPH the Nevada Company shall be, and is designated herein as, the Surviving Corporation; (2ii) the The separate existence of Merco the Michigan Company shall cease; (3iii) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andMichigan; (4iv) the Surviving The surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent CorporationsMerging Companies; and all property, real, personal, and mixed, including all trademark, trademark registrations and applications for registration of trademarks, and all debts due of whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent CorporationsMerging Companies, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation the Merging Companies shall not revert or be in any way impaired by reason of the merger; the ; (v) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent CorporationsMerging Companies; any claim existing or action or proceeding pending by or against either of such Constituent Corporations the Merging Companies may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent Corporations; and Merging Companies; (vi) neither the rights of creditors nor any liens on the property of either of the Constituent Corporations Merging Companies shall be impaired by the merger; (vii) All corporate acts, plans, policies, contracts, approvals and authorizations of the Michigan Company, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be effective and binding thereon as the same were with respect to the Michigan Company. (b) On the effective date of the mergerEffective Date, the board Board of directors Directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board Board of directors Directors of CPH the Michigan Company immediately prior to the merger; , to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state State of DelawareMichigan. (c) On the effective date of the mergerEffective Date, the officers of the Surviving Corporation shall be and consist of the officers of CPH the Michigan Company immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state State of DelawareMichigan. (d) On the Effective Date, the bylaws of the Nevada Company shall become the by-laws of the Surviving Corporation.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows: (a) On the effective date of the merger: (1) Merco The Constituent Corporations shall be merged into CPH to form a single corporation, and CPH which shall bebe PENSAT, and is INC., the Corporation designated herein as, as the Surviving Corporation;. (2b) the The separate existence of Merco PICI shall cease;. (3c) the The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law of the state of Delaware; and (4) the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, franchises as well of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each Constituent Corporation. All of the rights, privileges, powers and franchises of each Constituent Corporations; Corporation, and all property, real, personal, intellectual and mixed, and all debts due of to either Constituent Corporation on whatever account, including subscriptions belonging to shareseach Constituent Corporation shall be vested in the Surviving Corporation. All property, rights, privileges, powers and all other choses in actionfranchises, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, interest shall be taken and deemed to be transferred to and vested in thereafter the property of the Surviving Corporation without further act or deed; just as they were of the respective Constituent Corporations. The title to any real estate, estate vested by deed or any interest therein, vested otherwise in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; . All rights of creditors and all liens upon any property of either Constituent Corporation shall be preserved unimpaired. All debts, liabilities and duties of the respective Constituent Corporations shall attach to the Surviving Corporation shall thenceforth and may be responsible and liable for all enforced against it to the same extent as if said debts, liabilities and obligations of each of the Constituent Corporations; any claim existing duties had been incurred or contracted by it. Any action or proceeding pending by or against either of such Constituent Corporations may Corporation shall be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place such action or proceeding. (d) All corporate acts, plans, policies, contracts, approvals and authorizations of either PENSAT and its stockholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to PENSAT. (e) The assets, liabilities, reserves and accounts of each Constituent Corporations; and neither the rights of creditors nor any liens Corporation shall be recorded on the property of either books of the Surviving Corporation at the amounts at which they, respectively, shall then be carried on the books of such Constituent Corporations shall Corporation subject to such adjustments as may be impaired by appropriate in giving effect to the merger. (bf) On The board of directors and the effective date officers of PENSAT as of the merger, Effective Date shall be the board of directors of the Surviving Corporation and the members thereof, shall consist of the members of the board of directors of CPH immediately prior to the merger; to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Delaware. (c) On the effective date of the merger, the officers of the Surviving Corporation shall be the officers of CPH immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareCorporation.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows: (a) On the effective date of the merger: (1) Merco FRC shall be merged into CPH MergerCo to form a single corporation, and CPH MergerCo shall be, be and is designated herein as, as the Surviving Corporation;. (2) the The separate existence of Merco FRC shall cease;. (3) the The Surviving Corporation shall have all the rights, privileges, immunitiesimmunities and powers, and powers and shall be subject to all duties and liabilities of a corporation organized under the General Corporation Law laws of the state of Delaware; andNevada. (4) the The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, immunities and franchises, franchises of a public public, as well as of a private natureprivate, nature of each of the Constituent Corporations; FRC, and all property, real, personal, personal and mixed, and all debts due of whatever account, including subscriptions to shares, shares and all other choses in action, and all and every other interest, interest of or belonging to or due to each of the Constituent Corporations, FRC shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the . The title to any real estate, estate or any interest therein, herein vested in either Constituent Corporation FRC shall not revert or be in any way impaired by reason of the merger; the . The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any FRC. Any claim existing or action or proceeding pending by or against either of such Constituent Corporations FRC may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of either of the Constituent Corporations; and neither FRC. Neither the rights of creditors nor any liens on the property of either of the Constituent Corporations FRC shall be impaired by the merger. Notwithstanding the foregoing, all intercompany claims and obligations of MergerCo and FRC shall be eliminated upon the effective date of the merger. (b) On the effective date of the merger, the board of directors of the Surviving Corporation and the members thereof, thereof shall be and consist of the members of the board of directors of CPH immediately prior to the merger; MergerCo as of even date therewith, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. (c) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of CPH immediately prior to the mergerMergerCo as of even date therewith, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of DelawareNevada. If, on the effective date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation and the laws of the state of Nevada.