Merger Certificate Form

Merger Certificate Form

This Merger Certificate is executed by Constituent Entity: , organized under the laws of ; and Surviving Entity: , organized under the laws of . The parties execute this Certificate to effectuate a statutory merger under the applicable laws of their respective jurisdictions.

Recitals

WHEREAS, the board of directors, managers or other governing body of each constituent entity has approved a Plan of Merger setting forth the terms and conditions of the merger, a copy of which is attached to this Certificate as a summary and identified below; and

WHEREAS, the merger has been duly approved by the requisite vote or written consent of the members, shareholders or partners of each constituent entity in accordance with applicable law and the constituent entities' organizational documents; and

WHEREAS, the parties desire to file this Certificate of Merger to effect the merger, to set forth the facts required under applicable statute, and to create the surviving entity identified below.

NOW THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, the constituent entities hereby certify and state as follows:

1. Constituent Entities

The name and jurisdiction of formation of each constituent entity are:

2. Surviving Entity

The name of the surviving entity upon consummation of the merger will be and its jurisdiction of formation is . The surviving entity shall continue all rights, privileges, immunities, powers and franchises and shall assume all debts, liabilities and obligations of the constituent entities as provided by applicable law and the Plan of Merger.

3. Plan of Merger

The Plan of Merger includes, but is not limited to, the terms of conversion of outstanding equity interests, any cash or other consideration to be paid, the treatment of outstanding options and warrants, and any amendments to the organizational documents of the surviving entity as set forth in the Plan.

4. Effective Time

The merger shall become effective on the effective date and time set forth in this Certificate: at , or at such later date and time as specified in the Plan of Merger and permitted by law.

5. Approval and Authorization

Each constituent entity represents and warrants that the merger has been duly approved by the action required under applicable law and by its organizational documents. Each constituent entity further represents that all necessary corporate or constituent approvals, consents and authorizations have been obtained and that no further vote or consent is required to effect the merger.

6. Effect on Organization Documents and Interests

Upon the effective time, the organizational documents of the surviving entity shall be the organizational documents set forth in the Plan of Merger as amended by this Certificate. The surviving entity shall succeed to all property, rights, privileges, powers and franchises of each constituent entity and shall be subject to all debts, liabilities and duties of each constituent entity.

7. Filing

The undersigned hereby requests that this Certificate of Merger be filed in the public records of the appropriate filing office and that, upon filing, the merger take effect as provided herein. The undersigned further requests that a certified copy of the filed certificate, or an acknowledgment of filing, be issued to the address below.

8. Representations and Warranties

Each constituent entity represents and warrants that (a) it is duly organized and in good standing in its jurisdiction of formation (subject to applicable qualification to do business in other jurisdictions), (b) the execution and delivery of this Certificate and the consummation of the merger will not violate any material agreement or order binding on such entity, and (c) no consent, approval or authorization of, or filing with, any governmental authority is required other than those already obtained or disclosed to effect the merger.

9. Notices

Any notice required or permitted under this Certificate shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail to the address provided above or such other address as a party may designate by written notice delivered in accordance with this section. Notice is effective upon receipt.

10. Amendments; Waiver; Counterparts

This Certificate may be amended in writing by the surviving entity or as otherwise provided by applicable law. No waiver of any provision of this Certificate will be effective unless in writing and signed by the party against whom enforcement is sought. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. Governing Law; Entire Agreement; Severability

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction of formation of the surviving entity, without regard to conflict of laws principles. This Certificate, together with the Plan of Merger and the constituent entities' organizational documents as amended hereby, constitutes the entire agreement among the parties with respect to the merger. If any provision of this Certificate is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Certification

The undersigned officer of the surviving entity certifies under penalty of perjury that the facts stated in this Certificate are true and correct to the best of the officer's knowledge and that the action taken to approve the merger conformed to the requirements of applicable law and the constituent entities' organizational documents.

Acknowledgment of Corporate Action

The undersigned certify that the merger described herein was duly authorized and approved in accordance with the requirements of applicable law and the organizational documents of the constituent entities, and that the persons signing below are authorized to execute this Certificate on behalf of the respective entities.

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