Agreement and Plan of Merger

Merger Agreement between Two Corporations

Merger Agreement made on the (date), between

(Company), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at , referred to herein as ABC, and

(Company), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at , referred to herein as XYZ.

Whereas, the total number of shares of stock which ABC is authorized to issue is (number) shares, divided into (number) classes and assigned par value as follows: ;

Whereas, the total number of shares of stock which XYZ is authorized to issue is (number) shares, divided into (number) classes and assigned par value as follows: ;

Whereas, the Boards of Directors of the respective Corporations deem it desirable and in the best interest of the Corporations and their shareholders that XYZ be merged into ABC.

For the reasons set forth above, and in consideration of the mutual covenants and promises of the parties, the merging Corporations agree, pursuant to , that XYZ shall be merged into ABC as a single corporation; and the parties agree to and prescribe the terms and conditions of such merger, the method of carrying it into effect, and the manner of converting the shares of XYZ into shares or other securities of ABC, as set forth below.

I. ABC, Inc., to be Surviving Corporation

XYZ shall be merged into ABC and the corporate existence of XYZ shall cease and the corporate existence of ABC shall continue under the name ABC, Inc., and ABC shall become the owner, without other transfer, of all the rights and property of XYZ, and ABC shall become subject to all the debts and liabilities of XYZ in the same manner as if ABC had itself incurred them.

II. Principal Office

The principal office of ABC shall remain the principal office of the Corporation following this merger.

III. Objects and Purposes

The nature of the business and the objects and purposes proposed to be transacted, promoted, and carried on by the Corporation following the merger, are as follows:

IV. Articles of Incorporation

The Articles of Incorporation of ABC, as amended, shall on the effective date of the merger be amended to read as follows:

V. Bylaws

The present Bylaws of ABC, insofar as not inconsistent with this Merger Agreement, shall be the bylaws of the Corporation following the merger until altered, amended, or repealed as currently provided in the Bylaws.

VI. Names and Addresses of Directors

The names and addresses of the persons who shall constitute the Board of Directors of ABC, following merger, and who shall hold office until the first annual meeting of the shareholders of ABC following merger, are as follows:

VII. Method of Converting Shares

Immediately upon this Agreement of Merger becoming effective, the shares of the XYZ shall, without any other action on the part of the respective holders of the shares, become and be converted into shares of stock of ABC, as follows:

VIII. Dividends Prior to Merger

Until this Agreement of Merger becomes effective or is abandoned, XYZ pay dividends on its stock of any class or series at their respective regular times and rates.

IX. Extraordinary Transactions

Neither Corporation shall, prior to the effective date of the merger, engage in any activity or transaction other than in the ordinary course of business, except as contemplated by this Agreement.

X. Submission to Stockholders; Effective Date

This Agreement shall be submitted to the stockholders of XYZ and ABC in the manner provided by , and if the votes of stockholders of each such Corporation representing % of the total number of shares of its capital stock shall be in favor of the adoption of this Agreement, it shall, subject to the provisions of Section XI of this Agreement, take effect as the Agreement of Merger of XYZ and ABC on the date on which it is filed in the office of the Secretary of State of , together with evidence of its adoption as required by law.

XI. Abandonment of Merger

Anything to the contrary in this Agreement notwithstanding, if the Board of Directors of ABC, or the Board of Directors of XYZ, should determine, either before or after the meeting of the stockholders of the respective Corporations called to vote on the adoption or rejection of this Agreement of Merger, that for any legal, financial, economic, or business reason deemed sufficient by such Board it is not in the interest of the Corporation it represents, or the stockholders of such Corporation, or is otherwise inadvisable or impracticable to consummate the merger, such Board of Directors may abandon the Merger by directing the officers of the Corporations to refrain from executing or filing this Agreement of Merger, and this Agreement shall then be void and of no effect.

The Directors, or a majority of them, of ABC, and the Directors, or a majority of them, of XYZ, have executed this Agreement under their respective corporate seals at the day and year first above written.