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,, M ' <br />mill KNAMMIMIMCIAMINcIV914114 11111 <br />R�eeplion* 796893 <br />12130!2010 03:88:46 PO 0:. Rlbsrloo <br />4 of 22 Rea Fes:S126.00 Doo Fse:0.00 GRRFIELD COUNTY CO I�nJ t <br />AGREEMENT AND PLAN OF MERGER <br />THIS AGREEMENT AND PLAN OF MERGER, dated effective as of October 22,2010' <br />provides for the merger of Crystal River East Mesa Ditch Company, a Colorado non -profit <br />corporation ( "Crystal River') with and into East Mesa Water Company, a Colorado non profit <br />corporation (the "Corporation" or the "Surviving Corporation "). The name of the surviving <br />corporation shall be East Mesa Water Company., <br />RECITALS <br />The Boards of Directors of Crystal River and the Corporation deem it advisable and in <br />the best.interest of the respective corporations that Crystal River be merged into the Corporation <br />in accordance with this Agreement and Plan of Merger (this "Plan ") and the law of the state of <br />Colorado (the "Merger ") on terms described below. <br />AGREEMENT <br />NOW, THEREFORE, in consideration of the mutual agreements, provisions and <br />covenants contained herein, the parties hereto agree as follows: <br />1. The Merger. Crystal River shall be merged with and into the Corporation and the separate <br />existence of Crystal River shall cease. The effect of filing the Articles -Of Merger shall be as set <br />forth in Section 7- 131 -101 et seq. of the Colorado Revised Nonprofit Corporation Act The <br />Corporation, as the Surviving Corporation, shall continue its corporate existence unaffected and <br />unimpaired by the Merger and continue to be governed, have all the rights, privileges, <br />immunities and powers granted, and be subject to all the duties and liabilities imposed by the <br />Colorado Revised Nonprofit Corporation Act. The corporate identity and existence of Crystal <br />River, together with all of its rights, privileges, immunities, powers and franchises, both of a <br />public and private nature, and all of its property, real, personal and mixed, and all debts due to it. <br />on whatever account and all of its liabilities and obligations and outstanding indebtedness, andY1. <br />all and every other interest of it shall be taken and deemed to be transferred and to vest, and al <br />be vested, in the Surviving Corporation as of the Effective Date (as defined in paragraph 2 <br />below), without further;act or deed and as efi$ctively as they were fprmerly vested in Crystal <br />River. <br />2. Effective Date of Merger. The Effective Hate pf the Merger shall be the date of filing of <br />the Statement of Merger in the office of the Coloqp ,Secretary of St#te. <br />3. Membership: Stock, Votin¢ Rights. The membership and stock ownership of both <br />Crystal River and the Corporation are identical. Accordingly, upon the Fiffective Date, each <br />share of stock in Crystal River owned by a 4ockholoer shall4gerge into a corresponding share of <br />stock owned by such stockholder in the Corporation. The number of issued and outstanding <br />shares in the Corporation shall remain 1,000 shares. Each stockholder of Crystal River shall be a <br />member of the Surviving Corporation dud (subject to the terms of the bylaws of the Corporation) <br />shall be entitled to one vote upon all matters submitted to a vote of the members for each share <br />of stock owned. <br />96231 N2 bou <br />