Legal Merger Approval Document

LEGAL MERGER APPROVAL DOCUMENT

THIS MERGER APPROVAL DOCUMENT is made on this day of , by and between Company Name: and Approving Party Name: (collectively, the "Parties").

RECITALS

WHEREAS, the Parties have negotiated and entered into a Merger Agreement dated day of , (the "Merger Agreement"), pursuant to which one or more constituent entities will be merged as set forth therein.

WHEREAS, the Approving Party holds the voting power or authority required under the constituent governing documents and applicable law to approve the Merger Agreement and the transactions contemplated thereby; and

WHEREAS, the Parties desire to set forth the approval of the Merger Agreement and to authorize the taking of actions necessary to effect the merger and related transactions on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. APPROVAL OF MERGER

1.1 Approval. The Approving Party hereby unanimously (or by the requisite voting threshold) approves the Merger Agreement and the consummation of the Merger on the material terms and conditions set forth in the Merger Agreement. The Approving Party further approves any ancillary agreements, instruments, certificates and documents necessary to effectuate the Merger.

1.2 Effective Date. The Parties acknowledge that the effective date of the Merger will be the date specified in the Merger Agreement or such other date as agreed in writing by the Parties (the "Effective Date"). The Effective Date is anticipated to be: .

2. AUTHORIZATION AND EXECUTION

2.1 Authorized Actions. The Parties hereby authorize and direct their respective officers, managers or other authorized representatives to execute and deliver, and to cause to be performed, all documents, certificates and instruments, and to take all actions, necessary or advisable to effectuate the Merger and the consummation of the transactions contemplated by the Merger Agreement, including without limitation filings with governmental authorities and actions to satisfy closing conditions.

2.2 Appointment of Representatives. The Approving Party appoints the following individual as its authorized representative to effectuate and confirm the approvals set forth in this document:

3. CONDITIONS TO EFFECTIVENESS

3.1 Conditions. The obligations of the Parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including but not limited to: (a) receipt of required governmental and regulatory approvals; (b) absence of any injunction or legal restraint preventing the Merger; (c) the truth and accuracy of representations and warranties as of the Effective Date; and (d) performance by each Party of its covenants and obligations.

3.2 Material Adverse Effect. For purposes of this Approval, no Party shall be required to close the Merger if a material adverse effect has occurred with respect to any constituent entity such that the conditions set forth in the Merger Agreement cannot be satisfied.

4. MERGER CONSIDERATION

4.1 Consideration. The Merger consideration to be delivered pursuant to the Merger Agreement shall be as set forth in the Merger Agreement and is hereby approved. Indicate the form(s) of consideration:

Cash    Stock    Promissory Notes

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Reliance. The Approving Party acknowledges that its approval is given in reliance upon the representations, warranties and covenants set forth in the Merger Agreement and that such representations and warranties are material to the decision to approve the Merger.

5.2 Authority. Each Party represents and warrants that it has full corporate power and authority to enter into this Approval and to perform its obligations hereunder, and that the person executing this Approval on its behalf is duly authorized to do so.

6. INDEMNIFICATION

6.1 Indemnity. To the extent provided in the Merger Agreement, each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, claims, damages, liabilities and expenses arising out of a breach of any representation, warranty or covenant made by the indemnifying Party in the Merger Agreement or this Approval.

7. NOTICES

7.1 Notices. All notices under this Approval shall be in writing and delivered in accordance with the notice provisions of the Merger Agreement. Provide notice addresses for each Party below:

8. GOVERNING LAW

This Approval shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Approval, together with the Merger Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

10. SEVERABILITY

If any provision of this Approval is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Approval shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right shall operate as a waiver of that right.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Approval 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

13. CERTIFICATION

The undersigned representative of each Party certifies that such representative is authorized to execute this Approval on behalf of the Party and that such execution constitutes the valid and binding act of the Party, enforceable in accordance with its terms.

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