Legal Certificate of Merger Document

Legal Certificate of Merger Document

This Certificate of Merger (the "Certificate") is executed by Constituent Entity A: , a business entity organized under the laws of (Entity Type: Corporation LLC Other ), and Constituent Entity B (the surviving entity): , a business entity organized under the laws of (Entity Type: Corporation LLC Other ).

RECITALS

WHEREAS, the boards of directors, managers or members of each Constituent Entity have reviewed and approved an Agreement and Plan of Merger (the "Agreement") providing for the merger of Constituent Entity A into Constituent Entity B, on the terms and subject to the conditions set forth therein; and

WHEREAS, the Agreement and the Merger have been duly adopted, approved and authorized by all necessary corporate or other organizational action of each Constituent Entity in accordance with applicable governing law and the constituent documents of such entities; and

WHEREAS, the parties desire to file this Certificate to effect the Merger and to set forth the matters required by the laws of the State of .

NOW, THEREFORE,

1. DEFINITIONS

For purposes of this Certificate, capitalized terms used and not otherwise defined shall have the meanings assigned in the Agreement. Terms specifically referenced in this Certificate include: "Effective Time" meaning the time specified in Section 2 below; "Surviving Entity" meaning Constituent Entity B as named above; and "Constituent Entities" meaning Constituent Entity A and Constituent Entity B.

2. MERGER; EFFECTIVE TIME

Pursuant to the Agreement and the applicable provisions of the laws of the State of , Constituent Entity A shall be merged with and into Constituent Entity B. At the Effective Time, Constituent Entity A shall cease to exist and Constituent Entity B shall continue as the Surviving Entity. The Effective Time shall be or such other date and time as provided in the Agreement.

3. SURVIVING ENTITY; NAME

The name of the Surviving Entity following the Merger shall be . The Certificate of Incorporation or other organizing instrument of the Surviving Entity, as in effect immediately prior to the Effective Time, shall constitute the certificate of incorporation or other organizing instrument of the Surviving Entity following the Merger except as otherwise provided in the Agreement.

4. CONVERSION OF INTERESTS; CONSIDERATION

At the Effective Time, by virtue of the Merger and without any act on the part of any holder, the outstanding shares, membership interests or other ownership interests of the Constituent Entities shall be converted and exchanged as set forth in the Agreement. The form and amount of consideration to be paid or delivered in exchange for the outstanding interests of Constituent Entity A are described below.

5. ASSUMPTION OF LIABILITIES

The Surviving Entity shall assume only those liabilities and obligations expressly assumed pursuant to the Agreement. Except as expressly provided in the Agreement, no holder of an interest in a Constituent Entity shall have any recourse against the Surviving Entity for the obligations of any Constituent Entity that are not assumed by the Surviving Entity.

6. CORPORATE AND ORGANIZATIONAL ACTIONS

Each Constituent Entity represents and warrants that all corporate, limited liability company, partnership or other organizational actions required for the authorization, execution and delivery of the Agreement and the consummation of the Merger have been taken, and that the Agreement has been duly authorized, executed and delivered by each Constituent Entity and constitutes a valid and binding obligation enforceable in accordance with its terms.

7. TAX TREATMENT

The parties intend that the Merger shall be treated for federal, state and local tax purposes in accordance with the provisions of the Agreement. Each party agrees to cooperate and execute appropriate documents to effect the tax treatment intended by the parties, including tax elections or filings required by authorities.

8. FURTHER ASSURANCES

Following the Effective Time, each Constituent Entity and their respective officers, directors and managers shall execute and deliver such instruments and take such further actions as may be necessary or appropriate to carry out the purposes and intent of this Certificate and the Agreement.

9. NOTICES

All notices required or permitted under this Certificate or the Agreement shall be in writing and delivered in accordance with the Agreement. For the purposes of filing and record, the parties designate the following addresses for receipt of notices:

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. This Certificate, together with the Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Certificate is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof, which shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Certificate may be amended only by a written instrument signed by the parties. No failure or delay by any party in exercising any right under this Certificate shall operate as a waiver of such right. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. CORPORATE CERTIFICATION

The undersigned officer of each Constituent Entity certifies that the Agreement was adopted by the board of directors or other governing body and, where required by law or the constituent documents, by the holders of any required class or series of interests of the relevant Constituent Entity. The undersigned further certifies that the actions reflected in this Certificate were taken in accordance with applicable law and the constituent documents of each Constituent Entity.

The undersigned further certifies under penalty of perjury that the statements contained in this Certificate are true and correct to the best of the undersigned's knowledge and belief.

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