Legal Statement of Merger

LEGAL STATEMENT OF MERGER

This Legal Statement of Merger (the "Statement") is made and entered into as of by and between Constituent Company: , a Corporation LLC Other, organized under the laws of ; and Surviving Company: , a Corporation LLC Other, organized under the laws of .

RECITALS

WHEREAS, the boards of directors or equivalent governing bodies of the Constituent Company and the Surviving Company have approved a plan of merger (the "Plan of Merger") setting forth the terms and conditions pursuant to which the Constituent Company will be merged with and into the Surviving Company, with the Surviving Company continuing as the surviving entity; and

WHEREAS, the Plan of Merger provides for the conversion of the outstanding equity interests, rights, obligations and liabilities of the Constituent Company into the right to receive the consideration set forth herein and in the Plan of Merger, and for other matters relating to the governance, capitalization and operation of the Surviving Company following the Merger; and

WHEREAS, the respective governing bodies and, where required, the holders of securities of each party have duly adopted and approved the Plan of Merger in accordance with applicable law and the organizational documents of each constituent entity.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Statement, the following terms have the meanings set forth below: "Effective Date" means the date and time specified in Section 3; "Merger" means the merger of the Constituent Company with and into the Surviving Company pursuant to the Plan of Merger; "Surviving Company" means the entity specified above as surviving following the Merger; "Closing" means the consummation of the Merger in accordance with Section 8.

2. MERGER

On the terms and subject to the conditions set forth in this Statement and the Plan of Merger, at the Effective Date the Constituent Company shall be merged with and into the Surviving Company. The Merger shall become effective upon the filing or other effectiveness under applicable law of articles of merger or a certificate of merger in the jurisdiction of formation of each party, or at such other time as the parties mutually agree in writing.

3. EFFECTIVE DATE

The parties agree that the Effective Date of the Merger will be or such other date as the filings contemplated by Section 2 become effective in accordance with applicable law.

4. CONVERSION OF INTERESTS

At the Effective Date, by virtue of the Merger and without any action on the part of any holder, the outstanding equity interests of each constituent party shall be converted as set forth in the Plan of Merger. The consideration to be delivered in exchange for the interests of the Constituent Company shall be as follows:

Consideration description:

5. ORGANIZATIONAL DOCUMENTS AND GOVERNANCE

The organizational documents of the Surviving Company, as in effect immediately prior to the Effective Date, shall remain in full force and effect except as amended by the Plan of Merger. The directors and officers of the Surviving Company and their respective terms, powers and duties following the Effective Date shall be as set forth in the Plan of Merger or as determined by the governing body as of the Effective Date.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other, as of the date hereof and as of the Effective Date, that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full corporate or organizational power and authority to execute and deliver this Statement and to perform its obligations hereunder; (c) this Statement has been duly authorized, executed and delivered by such party and constitutes a valid and binding obligation enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Statement does not and will not (with or without notice or lapse of time) violate any material contract, law or order applicable to such party.

Exceptions and disclosures (if any) are described in the Disclosure Schedule attached to the Plan of Merger:

7. COVENANTS

Each party covenants that from the date hereof until the Effective Date it will: (a) use commercially reasonable efforts to obtain all consents, approvals and filings necessary to consummate the Merger; (b) conduct its business in the ordinary course consistent with past practice; and (c) not enter into any agreement or transaction that would reasonably be expected to materially impair the ability to consummate the Merger or to result in a breach of any representation, warranty or covenant contained herein.

8. CONDITIONS TO CLOSING

The obligations of each party to consummate the Merger are subject to customary conditions, including without limitation: (a) the accuracy of the representations and warranties of the other party except as permitted by the Plan of Merger; (b) performance by the other party of its covenants and agreements; (c) absence of any law or order restraining or prohibiting the Merger; and (d) the receipt of all necessary governmental and third-party approvals.

9. TAX TREATMENT

The parties intend that the Merger be treated for U.S. federal income tax purposes as set forth in the Plan of Merger. Each party agrees to cooperate in good faith to prepare and file any tax returns, elections or forms necessary to obtain the intended tax treatment and to take such actions as are reasonably requested by the other party to defend the tax treatment of the Merger.

10. POST-CLOSING MATTERS

Promptly following the Effective Date, the parties shall take all actions required to effect the transitions contemplated by the Plan of Merger, including the transfer and assignment of contracts, issuance of certificates representing post-Merger equity, and such filings and notifications to governmental authorities and third parties as may be required.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Statement shall be in writing and shall be delivered to the addresses set forth below:

12. AMENDMENTS; WAIVER

This Statement may be amended, supplemented or otherwise modified only by a written instrument executed by both parties. No waiver by any party of any breach or default shall constitute a waiver of any other breach or default or of any subsequent breach or default.

13. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles.

14. ENTIRE AGREEMENT

This Statement, together with the Plan of Merger and the schedules and exhibits hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to such subject matter.

15. SEVERABILITY

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

16. COUNTERPARTS

This Statement 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 facsimile or electronic transmission shall be effective as originals.

17. FURTHER ASSURANCES

Each party shall execute and deliver such other documents and take such further actions as may be necessary or reasonably desirable to carry out the provisions and purposes of this Statement and to effect the transactions contemplated hereby.

Sign Now