Legal Merger Notice

LEGAL MERGER NOTICE

This Legal Merger Notice is delivered as of Effective Date: by and between Merging Entity A: , an entity organized as , with principal place of business at , and Merging Entity B: , an entity organized as , with principal place of business at .

RECITALS

WHEREAS, the respective boards of directors (or equivalent governing bodies) of the parties have duly approved a plan of merger pursuant to applicable law and their organizational documents, authorizing the combination of the parties upon the terms and conditions set forth in such plan; and

WHEREAS, the parties intend that, upon the occurrence of the Effective Date, one party shall survive the merger as the surviving entity and shall continue the business of the merging entities without interruption and as successor to the rights, property, liabilities and obligations of the constituent entities; and

WHEREAS, this Notice is provided to notify counterparties, regulators and other interested persons of the merger transaction, the identity of the surviving entity, the effective date, and procedures for the treatment of instruments, contracts, claims and notices relating to the parties.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereby give notice and state as follows:

1. NOTICE OF MERGER

1.1 Notice. Merging Entity A and Merging Entity B hereby notify all counterparties, stockholders, creditors and other interested persons that a statutory merger will be consummated in accordance with the plan of merger approved by the parties. The Surviving Entity following the merger will be: .

1.2 Effective Date. Subject to satisfaction or waiver of all conditions precedent set forth in the plan of merger, the merger is expected to become effective on or about: (the "Effective Date"). The actual Effective Date will be the date specified in the certificate or articles of merger filed with the appropriate governmental authority, if applicable.

2. CONSIDERATION AND TRANSFER

2.1 Consideration. As of the Effective Date, the consideration to be delivered in exchange for issued and outstanding shares or other ownership interests of the constituent entities shall be in accordance with the plan of merger. General statement of consideration:

2.2 Transfer of Assets; Assumption of Liabilities. Upon the Effective Date, all property, rights, privileges, powers and franchises of each constituent entity shall vest in the Surviving Entity, and the Surviving Entity shall succeed to and assume all liabilities and obligations of the constituent entities as provided by law and in the plan of merger.

3. EFFECT ON CONTRACTS AND NOTICES

3.1 Assignment and Assumption. Unless otherwise prohibited by applicable law or contract, the Surviving Entity will be deemed to have assumed all assignable contracts of the constituent entities. For any contract requiring consent to assignment, the other party's consent may be required; the Surviving Entity will seek to obtain such consents where feasible.

3.2 Treatment of Instruments. Stock certificates, membership interests and other evidence of ownership shall be treated as provided in the plan of merger. Holders of certificates or other instruments should follow the surrender and exchange procedures established therein.

4. EMPLOYEES AND BENEFITS

4.1 Employment. The Surviving Entity intends that employees of the constituent entities shall be offered continued employment on terms and conditions to be determined by the Surviving Entity. Nothing in this Notice guarantees continued employment for any employee. Any existing employment agreements remain subject to their terms.

4.2 Benefit Plans. Subject to applicable law and the terms of the benefit plans, the Surviving Entity will administer employee benefit plans and may amend, terminate or consolidate plans as permitted by plan documents and law.

5. CLAIMS PROCEDURES

5.1 Notice of Claims. Any person asserting claims or having questions regarding the transfer of obligations, payment of consideration, or the status of contracts should provide written notice to the address for notices set forth below. Such notice must include a reasonably detailed description of the claim, the basis for the claim, and the relief sought.

6. NOTICES

Notices shall be given in writing and shall be deemed given when delivered personally, or when deposited with a nationally recognized overnight courier, or three business days after being sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party designates by written notice.

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 full corporate or organizational power and authority to enter into and perform its obligations under the plan of merger and this Notice; and (c) the execution and delivery of this Notice and the consummation of the merger have been duly authorized by all necessary corporate or organizational action.

8. MISCELLANEOUS

8.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict-of-law principles:

8.2 Entire Agreement. This Notice, together with the plan of merger and any documents incorporated herein by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral, relating thereto.

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

8.4 Amendments; Waiver. This Notice may be amended only by a written agreement executed by the parties. No waiver shall be effective unless in writing and signed by the party waiving compliance.

8.5 Counterparts. This Notice 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. Facsimile or electronically transmitted signatures shall be deemed originals for all purposes.

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