Plan of Merger
PLAN OF MERGER
TREASURE MOUNTAIN HOLDINGS, INC.
(A NEVADA CORPORATION)
VYTERIS HOLDINGS, INC.
(A DELAWARE CORPORATION)
A. Treasure Mountain Holdings, Inc. ("Treasure Mountain") is a Nevada corporation. The current address of
Treasure Mountain is 13-01 Pollitt Drive Fair Lawn, New Jersey 07410.
B. Vyteris Holdings, Inc. ("Delaware Subsidiary") is a Delaware corporation and a wholly-owned subsidiary of
Treasure Mountain. The current address of Delaware Subsidiary is 13-01 Pollitt Drive Fair Lawn, New Jersey
C. In order to allow Treasure Mountain to be governed by the corporate laws of a state whose corporate laws
are well-defined and well understood by investors, Treasure Mountain has organized Delaware Subsidiary for the
purpose of effecting the merger of Treasure Mountain with and into Delaware Subsidiary (the "Reincorporation
Merger") pursuant to the terms and subject to the conditions set forth herein. Delaware Subsidiary, a Delaware
corporation, will survive the Reincorporation Merger.
D. The parties to this Plan of Merger desire to merge into a single corporation pursuant to Section 253 of the
General Corporation Law of Delaware (the "DGCL") and Section 92A.100 of the Nevada General Corporation
Law (the "NGCL").
E. On September 29, 2004, Treasure Mountain consummated the transactions contemplated by the Merger
Agreement and Plan of Reorganization, dated as of July 8, 2004, as amended (the "First Merger Agreement"), by
and among Treasure Mountain, a wholly-owned subsidiary of Treasure Mountain ("Vyteris Mergerco"), and
Vyteris, Inc., a Delaware corporation (the "Company"). Pursuant to the First Merger Agreement:
(i) Vyteris Mergerco merged with and into the Company (the "First Merger");
(ii) the Company became a wholly-owned subsidiary of Treasure Mountain;
(iii) each share of the Company' common stock, par value $.0001 per share ("Company Common Stock"), was
automatically converted into the right to receive