Merger Agreement

Merger Agreement



Merger agreement made (date), between (Name of Corporation), a corporation

organized and existing under the laws of (name of state), with its principal office located

at (street address, city, state, zip code), referred to herein a Surviving Corporation, and

(Name of Corporation), a corporation organized and existing under the laws of (name of

state), with its principal office located at (street address, city, state, zip code), referred to

herein as Non-Surviving Corporation.

Whereas, the total number of shares of stock which Surviving Corporation is

authorized to issue is (number) shares of common stock; and



Whereas, the total number of shares of stock which Non-Surviving Corporation is

authorized to issue is (number) shares of common stock; and



Whereas, the Boards of Directors of the respective Corporations deem it

desirable and in the best interest of the Corporations and their shareholders that the

Non-Surviving Corporation be merged into the Surviving Corporation; and



Whereas, the parties agree to and prescribe the terms and conditions of such

Merger, the method of carrying it into effect, and the manner of converting the shares of

the Non-Surviving Corporation into shares or other securities of the Surviving

Corporation, as set forth below;



Now, therefore, for the reasons set forth above, and in consideration of the

mutual covenants and promises of the parties, the Corporations agree that pursuant to

(state statute regarding mergers), the Non-Surviving Corporation shall be merged into

the Surviving Corporation as a single corporation, and the parties agree to and

prescribe the terms and conditions of such Merger, the method of carrying it into effect,

and the manner of converting the shares of the Non-Surviving Corporation into shares

or other securities of the Surviving Corporation, as set forth below.



1. (Name of Corporation) to be Surviving Corporation

Non-Surviving Corporation shall be merged into Surviving Corporation and the

corporate existence of Non-Surviving Corporation shall cease. The corporate existence

of Surviving Corporation shall continue under the name (Name of Corporation).

Surviving Corporation shall become the owner, without other transfer, of all the rights

and property of the Non-Surviving Corporation, and shall become subject to all the

debts and liabilities of the Non-Surviving Corporation in the same manner as if Surviving

Corporation had itself incurred them.



2. Principal Office

The principal office of Surviving Corporation shall remain the principal office of

the Corporation following this Merger.



3. Purposes of Corporation

The nature of the business and the objects and purposes proposed to be

transacted, promoted, and carried on by the Corporation following the Merger, are as

follows: (list).



4. Articles of Incorporation

The Articles of Incorporation of Surviving Corporation shall on the effective date

of the Merger be amended to read as follows: (Set forth amendments in detail).



5. Bylaws

The present Bylaws of Surviving Corporation, insofar as not inconsistent with this

Agreement of Merger, shall be the Bylaws of the Corporation following the Merger until

altered, amended, or repealed as currently provided in the Bylaws.



6. Names and Addresses of Directors

The names and addresses of the persons who shall constitute the Board of

Directors of Surviving Corporation, following the Merger, and who shall hold office until

the first annual meeting of the shareholders of Surviving Corporation following the

Merger, are as follows:



(Name of Director) (Address of Director)

(Name of Director)