Legal Merger Statement

LEGAL MERGER STATEMENT

This Legal Merger Statement (the "Statement") is made as of by and among Party A Name: , a(n) organized under the laws of , and Party B Name: , a(n) organized under the laws of .

RECITALS

WHEREAS, the respective boards of directors or managers of Party A and Party B have duly approved the merger of Party B with and into Party A, pursuant to the terms and conditions set forth in this Statement and applicable law; and

WHEREAS, the parties intend that Party A shall be the surviving entity, which shall continue as the surviving entity under the name (the "Surviving Entity"), and that the Surviving Entity shall succeed to and assume the rights and obligations of the constituent entities as provided in this Statement; and

WHEREAS, the parties desire to set forth the terms, conditions and the legal effect of the merger of Party B into Party A, including the treatment of equity interests, liabilities and governance of the Surviving Entity.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:

1. DEFINITIONS

1.1 Defined Terms. In this Statement, unless the context otherwise requires, capitalized terms used in this Statement have the meanings set forth below or as otherwise defined in the text: "Effective Time" means the date and time at which the Merger becomes effective under applicable law; "Closing" means the consummation of the Merger in accordance with Section 4; "Merger Consideration" means the aggregate consideration payable to holders of equity interests of Party B as described in Section 5.

2. THE MERGER

2.1 Merger. Subject to the terms and conditions of this Statement and the applicable provisions of law, Party B shall be merged with and into Party A, with Party A as the Surviving Entity. At the Effective Time, by operation of law, Party B shall cease to exist and the Surviving Entity shall continue.

3. EFFECTIVE TIME

3.1 Effective Time. The Merger shall become effective at the Effective Time. The parties designate the Effective Time to be: , subject to filing or recordation as required by applicable law.

4. GOVERNANCE AND ORGANIZATIONAL MATTERS

4.1 Articles and Bylaws. From and after the Effective Time, the organizational documents of the Surviving Entity shall be the articles of incorporation (or certificate of formation) and bylaws (or operating agreement) as agreed by the parties and attached as an amendment or restatement that shall govern the Surviving Entity, subject to any action by the board of directors or managers as authorized by law.

4.2 Directors and Officers. The directors and officers (or managers) of the Surviving Entity as of the Effective Time shall be as set forth in the closing resolutions approved contemporaneously with the Closing.

5. CONVERSION OF INTERESTS; CONSIDERATION

5.1 Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of any holder, the outstanding equity interests of Party B shall be converted and exchanged for the Merger Consideration as follows: .

5.2 Fractional Interests. No fractional equity interests shall be issued. Instead, fractional interests shall be rounded in accordance with the mechanism set forth in the parties' closing resolutions or paid in cash in the amount determined at Closing.

6. ASSUMPTION OF LIABILITIES

6.1 Assumed Liabilities. The Surviving Entity shall succeed to and assume only those liabilities and obligations expressly identified in a schedule to be delivered at Closing and specifically assumed in writing (the "Assumed Liabilities"). Except as expressly provided in this Statement, neither party assumes any liabilities of the other.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its jurisdiction of organization; (b) it has the corporate power and authority to enter into this Statement and to consummate the transactions contemplated hereby; and (c) the execution and delivery of this Statement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action.

7.2 Limited Warranties. Except as expressly set forth in writing and delivered prior to the Effective Time, no party makes any other expressed or implied warranty, and the parties acknowledge that they are relying on their own independent investigation and counsel.

8. COVENANTS

8.1 Further Assurances. From time to time after the Effective Time, each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Statement and to effect the Merger.

8.2 Regulatory Filings. Each party shall use commercially reasonable efforts to obtain all required consents, approvals and filings with governmental authorities necessary to effect the Merger and shall cooperate in the preparation and filing of any required documentation.

9. CONDITIONS TO CLOSING

9.1 Conditions. The obligations of each party to effect the Merger are subject to the satisfaction or waiver prior to Closing of customary conditions, including the accuracy of representations, performance of covenants and the receipt of necessary approvals.

10. INDEMNIFICATION

10.1 Survival. The representations, warranties and covenants of the parties shall survive the Effective Time for a period of unless otherwise limited herein, and the parties shall indemnify and hold harmless one another for breaches in accordance with the terms set forth in any separately executed indemnity agreement or schedule.

11. TAX MATTERS

11.1 Tax Returns and Liabilities. All tax returns, payments and liabilities attributable to periods prior to the Effective Time shall be the responsibility of the party to which they relate, subject to allocation pursuant to an agreement to be executed at or before Closing. Each party shall provide reasonable cooperation with respect to audits, examinations and assessments.

12. NOTICES

All notices, demands, requests or other communications required or permitted under this Statement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by notice to the other party.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. This Statement may be amended, modified or supplemented only by an instrument in writing signed by each of the parties.

13.2 Waiver. No failure or delay by any party in exercising any right or remedy under this Statement shall operate as a waiver of such right or remedy.

13.3 Counterparts. This Statement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

14.2 Severability. If any provision of this Statement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

14.3 Entire Agreement. This Statement, together with the schedules and exhibits, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating to the subject matter of this Statement.

15. MISCELLANEOUS

15.1 Remedies. Except as otherwise provided in this Statement, the rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.

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