University of Virginia Library

MERGER OF VIRGINIA AMBULATORY SURGERY, INC.

RESOLVED that pursuant to Virginia Code Section 13.1-895(B), the Board of Visitors approves the plan of merger of Virginia Ambulatory Surgery, Inc., shown as Exhibit A on page four, into the University of Virginia; and

RESOLVED FURTHER that the Executive Vice President and Chief Operating Officer of the University be authorized to

approve and execute all documents on behalf of the University and Virginia Ambulatory Surgery, Inc., and to take such other actions as he deems necessary and appropriate to consummate the merger.

EXHIBIT A

PLAN OF MERGER

Virginia Ambulatory Surgery, Inc., is a Virginia non-stock corporation whose sole member is the Rector and Visitors of the University of Virginia, which has determined that it is advisable that Virginia Ambulatory Surgery, Inc., be merged with and into The Rector and Visitors of the University of Virginia, a public corporation and agency of the Commonwealth of Virginia existing under the laws of the Commonwealth of Virginia.

• 1. Procedure for the Merger: The closing of the transactions contemplated by this Plan of Merger shall take place in or about April, 2005, or on such other date as the Executive Vice President and Chief Operating Officer of the University of Virginia, acting on behalf of the University and Virginia Ambulatory Surgery, Inc., may determine. At the closing, Virginia Ambulatory Surgery, Inc., shall be merged into The Rector and Visitors of the University of Virginia.


• 2. Surviving Corporation: The Rector and Visitors of the University of Virginia shall be the surviving corporation.