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Merger Agreement

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of [date], by and among [Name of Merging Corporation], a corporation organized and existing under the laws of [Jurisdiction of Incorporation of Merging Corporation] having an office at [address] (Merging Corporation), [Name of First Merged Corporation], a corporation organized and existing under the laws of [Jurisdiction of Incorporation of First Merged Corporation] having an office at [address] (First Merged Corporation), and [Name of Second Merged Corporation], a corporation organized and existing under the laws of [Jurisdiction of Incorporation of Second Merged Corporation] having an office at [address] (Second Merged Corporation).

WHEREAS, the authorized capital stock of the Merging Corporation consists of [number] shares of common stock, ..... dollar ($....) par value, of which [number] shares were issued and outstanding as of the date hereof;

WHEREAS, the authorized capital stock of the First Merged Corporation consists of [number] shares of common stock, ..... dollar ($....) par value, of which [number] shares were issued and outstanding as of the date hereof;

WHEREAS, the authorized capital stock of the Second Merged Corporation consists of [number] shares of common stock, ..... dollar ($....) par value, of which [number] shares were issued and outstanding as of the date hereof;

WHEREAS, the respective Boards of Directors of the Merging Corporation, the First Merged Corporation and the Second Merged Corporation have deemed it advisable and to the advantage of the three corporations that the First Merged Corporation and the Second Merged Corporation each merge into the Merging Corporation upon the terms and conditions herein provided;

WHEREAS, the Merging Corporation, the First Merged Corporation and the Second Merged Corporation intend that the merger contemplated hereby qualify as a tax-free reorganization within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the respective Boards of Directors of the Merging Corporation, the First Merged Corporation and the Second Merged Corporation have approved this Agreement and Plan of Merger and have directed that this Agreement and Plan of Merger be submitted to a vote of the shareholders of said corporations, respectively.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the Merging Corporation, the First Merged Corporation and the Second Merged Corporation hereby agree to merge in accordance with the following plan:

1. Merger. Each of the First Merged Corporation and the Second Merged Corporation shall be merged with and into the Merging Corporation, and the Merging Corporation shall survive the merger, all as, and with the effect, provided by the corporation laws of [Jurisdiction of Incorporation of the Merging Corporation], [Jurisdiction of Incorporation of the First Merged Corporation], the State of [Jurisdiction of Incorporation of the Second Merged Corporation], and this Agreement and Plan of Merger. As soon as practicable after the shareholders of each of said corporations shall approve this Agreement and Plan of Merger, an appropriate Certificate of Merger shall be signed, verified and delivered for filing with each of the Secretary of the State of [Jurisdiction of Incorporation of the Merging Corporation], the Secretary of the State of [Jurisdiction of Incorporation of the First Merged Corporation] and the Secretary of the State of [Jurisdiction of Incorporation of the Second Merged Corporation]. This Agreement and Plan of Merger shall become effective for purposes of all applicable law at the close of business on [date] if the Certificate of Merger in each such state shall be filed prior to 5:00 p.m. local time on such date (hereinafter referred to as the Effective Time).

2. Directors and Officers and Governing Documents. The directors and officers of the Merging Corporation shall be the same upon the Effective Time as they are for the Merging Corporation immediately prior thereto. The Certificate of Incorporation of the Merging Corporation shall continue to be the Certificate of Incorporation of the Merging Corporation as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable laws. The by-laws of the Merging Corporation, as in effect at the Effective Time, shall continue to be the by-laws of the Merging Corporation as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable laws.

3. Rights and Liabilities of First Merged Corporation and Second Merged Corporation. At and after the Effective Time, the Merging Corporation shall possess all of the rights, privileges, immunities and franchises of a public and private nature of each of the merging corporations; any and all property, real, personal and mixed, and any and all debts due either of the First Merged Corporation or the Second Merged Corporation on whatever account, and all other choses in action, and all and every other interest of either of the First Merged Corporation or the Second Merged Corporation shall be taken and transferred to and vested in the Merging Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not prevent or be in any way impaired by reason of the merger.

4. Further Assurances. From time to time, as and when required by the Merging Corporation, there shall be executed and delivered on behalf of each of the First Merged Corporation and the Second Merged Corporation such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate or necessary in order to vest, perfect or confirm, of record or otherwise, in the Merging Corporation the title to and possession of powers, franchises and authority of each of the First Merged Corporation and the Second Merged Corporation and otherwise to carry out the purposes of this Agreement and Plan of Merger, and the officers and directors of the Merging Corporation are fully authorized in the name and on behalf of each of the First Merged Corporation and the Second Merged Corporation or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

5. Stock of the First Merged Corporation and the Second Merged Corporation. Upon the Effective Time, by virtue of this Agreement and Plan of Merger, and without any action on the part of the holder thereof, (i) each share of the issued and outstanding Common Stock of the First Merged Corporation held as of record by the Merging Corporation immediately prior thereto shall be changed and converted into one share of Common Stock of the Merging Corporation, and (ii) each share of the issued and outstanding Common Stock of the Second Merged Corporation held as of record by the Merging Corporation shall be changed and converted into one share of Common Stock of the Merging Corporation.

6. Stock of the Merging Corporation. Upon the Effective Time, by virtue of this Agreement and Plan of Merger, and without any action on the part of the holder thereof, each share of Common Stock of the Merging Corporation outstanding immediately prior thereto shall retain the status of an authorized and unissued share of Common Stock of the Merging Corporation.

7. Stock Certificates. At and after the Effective Time, each certificate representing shares of Common Stock of the First Merged Corporation and each certificate representing shares of Common Stock of the Second Merged Corporation shall be exchanged for certificates representing an equal number of shares of Common Stock of the Merging Corporation. Promptly upon such exchange, the Merging Corporation shall cause to be canceled and retired each such certificate representing shares of Common Stock of the First Merged Corporation and the Second Merged Corporation issued pursuant to the immediately preceding sentence. Until so exchanged, canceled and retired, each such certificate, upon and after the Effective Time, shall be deemed for all purposes, other than the payment of dividends or other distributions, if any, to shareholders, to represent the number of shares of Common Stock of the First Merged Corporation or the Second Merged Corporation represented thereby.

8. Employee Benefit Plans. As of the Effective Time, the Merging Corporation shall assume all obligations of each of the First Merged Corporation and the Second Merged Corporation under any and all employee benefit plans in effect as of such time or with respect to which employee rights or accrued benefits are outstanding as of such time.

9. Book Entries. As of the Effective Time, entries shall be made upon the books of the Merging Corporation in respect of this Agreement and Plan of Merger in accordance with the following:

(a) The assets and liabilities of each of the First Merged Corporation and the Second Merged Corporation immediately prior to the Effective Time shall be recorded on the books of the Merging Corporation at the same amounts at which they were carried on the books of the First Merged Corporation or the Second Merged Corporation immediately prior to the Effective Time.

(b) There shall be credited as stated capital in respect of the Common Stock of the Merging Corporation the aggregate amount of the par value of all shares of Common Stock of the First Merged Corporation and the Second Merged Corporation issued as a result of the conversion of the outstanding shares of Common Stock of the First Merged Corporation and the Second Merged Corporation into shares of Common Stock of the Merging Corporation pursuant to this Agreement and Plan of Merger.

(c) There shall be credited as surplus in respect of the capital account of the Merging Corporation the excess of (i) the amount of the capital of each of the First Merged Corporation and the Second Merged Corporation in respect of the Common Stock of the First Merged Corporation and the Second Merged Corporation, respectively, plus the amount carried in the Capital Surplus account of each of the First Merged Corporation and the Second Merged Corporation immediately prior to the Effective Time over (ii) the amount credited as stated capital in respect of the Common Stock of each of the First Merged Corporation and the Second Merged Corporation pursuant to paragraphs (b) and (c) of this Section 9.

(d) There shall be credited as surplus in respect of retained earnings of the Merging Corporation the aggregate of the amount carried in the Retained Earnings account of each of the First Merged Corporation and the Second Merged Corporation immediately prior to the Effective Time.

10. Appointment of Agent. The Merging Corporation hereby consents to service of process in [Jurisdiction of Incorporation of the First Merged Corporation] and [Jurisdiction of Incorporation of the Second Merged Corporation] in any action or special proceeding for the enforcement of any liability or obligation of the First Merged Corporation or the Second Merged Corporation, and hereby irrevocably appoints the Secretary of State of each such jurisdiction as the Merging Corporation's agent to accept service of process in any action or special proceeding for the enforcement of any such liability or obligation. The address to which a copy of such process shall be mailed by the Secretary of State of each such jurisdiction is [Name and Address of Merging Corporation], Attention: Secretary.

11. Amendment. At any time before or after approval and adoption by the shareholders of the First Merged Corporation and the Second Merged Corporation and prior to the Effective Time, this Agreement and Plan of Merger may be amended in any manner as may be determined in the judgment of the respective Boards of Directors of the First Merged Corporation and the Second Merged Corporation to be necessary, desirable or expedient; provided, however, that, after approval of the shareholders of each of the First Merged Corporation and the Second Merged Corporation, such amendment may not materially and adversely affect the rights and interests of the shareholders of each of the First Merged Corporation and the Second Merged Corporation.

12. Abandonment. At any time before the Effective Time, this Agreement and Plan of Merger may be terminated and the merger may be abandoned by the Board of Directors of either the First Merged Corporation or the Second Merged Corporation or both, notwithstanding approval of this Agreement and Plan of Merger by the shareholders of the Merging Corporation or by the shareholders of the First Merged Corporation or the Second Merged Corporation or any of them.

13. Counterparts. In order to facilitate the filing and recording of this Agreement and Plan of Merger, the same may be executed in two or more counterparts, each of which shall be deemed to be an original and the same agreement.

IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to authority granted by the Board of Directors of each of the First Merged Corporation, the Second Merged Corporation and the Merging Corporation has caused this Agreement and Plan of Merger to be executed by its President and attested to by its Secretary or Assistant Secretary and its corporate seal to be affixed hereto, as of the date first above written.

[Name of First Merged Corporation]

[seal]

By: [signature]

[Name and Title of Signatory]

ATTEST:

[signature]

[Name and Title of Person Attesting]

[Name of Second Merged Corporation]

[seal]

By: [signature]

[Name and Title of Signatory]

ATTEST:

[signature]

[Name and Title of Person Attesting]

[Name of Merging Corporation]

[seal]

By: [signature]

[Name and Title of Signatory]

ATTEST:

[signature]

[Name and Title of Person Attesting]