Legal Merger Articles

ARTICLES OF MERGER

This Articles of Merger is executed by the merging parties and is effective as of (the Effective Date). The parties to this instrument are: Merging Entity: , organized under the laws of , with principal office at ; and Surviving Entity: , organized under the laws of , with principal office at .

RECITALS

WHEREAS, the boards of directors of the Merging Entity and the Surviving Entity have approved a Plan of Merger (the Plan of Merger) setting forth the terms and conditions pursuant to which the Merging Entity will be merged with and into the Surviving Entity, such action having been taken on , and the Plan of Merger has been submitted for the approvals required by the respective organizational documents and applicable law.

WHEREAS, the Plan of Merger sets forth the manner and basis of converting the outstanding shares, memberships or other interests of each constituent party into securities, cash, or other property, and the specific treatment of outstanding options, warrants and indebtedness of the merging parties;

WHEREAS, all corporate and shareholder actions required for the authorization, execution and delivery of the Plan of Merger and these Articles of Merger have been duly and validly taken in accordance with the respective organizational documents of the parties and applicable law on or before .

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereby adopt the following Articles of Merger:

1. PLAN OF MERGER

1.1 Plan Adopted. The Plan of Merger is hereby approved and adopted by the parties and is incorporated by reference into these Articles of Merger. The Plan of Merger provides for the merger of the Merging Entity into the Surviving Entity such that the Surviving Entity shall continue as the surviving corporation or entity.

1.2 Description of Material Terms. The material terms of the Plan of Merger are set forth in the summary below and in the attached Plan of Merger:

2. EFFECT OF MERGER

Upon the Effective Date, the Surviving Entity shall continue its corporate existence under its existing name, shall succeed to all rights, privileges, immunities, powers and franchises of each constituent entity, and all property, rights, privileges, powers and interests of each constituent entity shall vest in the Surviving Entity without transfer, reversion or impairment.

3. CONVERSION OF SECURITIES

3.1 Conversion. On the Effective Date, each outstanding share, membership interest, unit or other equity interest of the Merging Entity shall be converted and exchanged in accordance with the Plan of Merger for the right to receive the consideration specified therein. The conversion ratio or consideration shall be: (shares of Surviving Entity) and/or cash payment of per share where applicable.

3.2 Treatment of Options, Warrants and Debt. All outstanding options, warrants, restricted stock and other equity-based awards and indebtedness shall be treated in the manner set forth in the Plan of Merger. Specific adjustments, if any, are described below:

4. AMENDMENTS TO ARTICLES OF INCORPORATION

4.1 Amendments Effective. The articles of incorporation or other formation documents of the Surviving Entity shall be amended as set forth in the Plan of Merger upon the Effective Date. The text of the amendments to be effected by the merger is set forth below:

5. GOVERNANCE AFTER MERGER

5.1 Directors and Officers. On the Effective Date, the directors and officers of the Surviving Entity shall be as set forth in the Plan of Merger or as otherwise determined by the board of the Surviving Entity following the Effective Date. Any term limits, staggering or class structure adjustments are described in the amendments above.

6. APPROVALS AND CERTIFICATIONS

6.1 Corporate Action. The boards of directors of each constituent entity have duly adopted resolutions approving the Plan of Merger. All required approvals of the shareholders or members of each constituent entity have been obtained, as evidenced by resolutions or written consents dated: and respectively.

6.2 Certification. Each signing officer certifies under penalty of perjury that the statements in these Articles of Merger are true and correct to the best of their knowledge and that all approvals required by applicable law and the organizational documents have been obtained.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction; (b) it has the corporate or organizational power and authority to execute and deliver the Plan of Merger and these Articles of Merger and to carry out its obligations hereunder; and (c) the execution, delivery and performance of the Plan of Merger and these Articles of Merger do not and will not violate any law, order, contract or other obligation binding on such party.

8. INDEMNIFICATION

8.1 Survival. All representations, warranties, covenants and agreements contained in the Plan of Merger or these Articles of Merger shall survive the Effective Date to the extent provided therein. Each party shall indemnify and hold harmless the other against liabilities resulting from breaches of representations or warranties made herein or in the Plan of Merger in accordance with the procedures set forth in the Plan of Merger.

9. NOTICES

Merging Entity Notice Address

Surviving Entity Notice Address

Notices shall be given in writing and shall be deemed delivered upon personal delivery or three business days after deposit in the United States mail, postage prepaid, or as otherwise provided by applicable law.

10. AMENDMENT AND WAIVER

These Articles of Merger may be amended, modified or supplemented only by a written instrument executed by all parties. No failure or delay by any party in exercising any right shall operate as a waiver of such right unless such waiver is in writing and signed by the party to be charged.

11. COUNTERPARTS

This instrument may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

12. GOVERNING LAW

These Articles of Merger shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles.

13. ENTIRE AGREEMENT

These Articles of Merger, together with the Plan of Merger and any exhibits or schedules thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of these Articles of Merger is held invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be severed and the remainder of these Articles of Merger shall continue in full force and effect to the fullest extent permitted by law.

IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger as of the dates set forth below.

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