PLAN OF CONVERSION OF RUSHNET INC.,a Nevadacorporation,INTORUSHNET,INC.,a ColoradocorporationThis PLAN OF CONVERSION(the "Plan"), datedas of December31, 2014, is hereby adopted by RushnetInc., a de factoNevadacorporation,conducting business in reliance of the applicability of Section 78.585 of the Nevada Revised Statutes("Rushnet-Nevada"), in order to set forth the terms, conditions,and procedures governing the conversion of Rushnet-Nevadainto a Coloradocorporation as permitted bySection 7-90-201of the Colorado Revised Statutes ("Colorado Statutes").WHEREAS,Rushnet-Nevadawas incorporated in the State of Nevadaon January 15, 1997(Nevada Secretary of StateFile No. C594-1997); andWHEREAS,theshares of Rushnet-Nevadaare publicly tradedandquoted over-the-counter under the symbol "RSHN"; andWHEREAS,Rushnet’s Board of Directorshas approved the Plan in accordance with Section 7-90-201.3 of the Colorado Statutesand the principal shareholdershave by their written consent by the affirmative vote in plurality of the total number of shares eligible to vote for the Planapproved the Conversion (as defined below)as permitted by Section 7-111-103 of the Colorado Business Corporation Act("CBCA");NOW, THEREFORE, Rushnet-Nevadadoes hereby adopt this Plan to effectuate the conversion of Rushnet-Nevadainto a Coloradocorporation as follows:1.Conversion.Upon and subject to the terms and conditions of this Plan and pursuant to the relevant provisions of the CBCA, including, without limitation, Section7-90-201of the Colorado Statutes, Rushnet-Nevadashall convert (referred to herein as the "Conversion") into a Coloradocorporation (referred to herein as "Rushnet-Colorado") at the Effective Time (as defined in Section 3 below). Rushnet-Coloradoshall thereafter be subject to all of the provisions of the CBCA.2.Effect of Conversion.Upon the Effective Time, all of the rights, privileges,and powers of Rushnet-Nevada, and all property, real, personal,and mixed, as well as all other things and causes of action belonging to Rushnet-Nevada, shall remain vested in Rushnet-Coloradoand shall be the property of Rushnet-Coloradoand the title to any real property vested by deed or otherwise in Rushnet-Nevadashall not revert or be in any way impaired, but all rights of creditors and all liens upon any property of Rushnet-Nevadashall be preserved unimpaired, and all debts, liabilities,and duties of Rushnet-Nevadashall remain attached to Rushnet-Nevadaand may be enforced against it.The debts, liabilities,and duties of Rushnet-Nevada, shall not be deemed, as a consequence of the Conversion, to have been transferred to Rushnet-Coloradofor any purpose of the laws of the State of Colorado.
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