Agreement Of Merger Between A Delaware Domestic Corporation And A Foreign Corporation Form Page 2

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STATE OF DELAWARE
AGREEMENT OF MERGER
BETWEEN
A Delaware Domestic Corporation
AND
A Foreign Corporation
This Plan and Agreement of Merger made and entered into on the ___________
day of ________________, 20______, by and between____________________________
________________________________________________, a Delaware Corporation, and
________________________________________________, a ______________________
Corporation.
WITNESSETH:
WHEREAS, the Delaware Corporation is a Corporation organized and existing
under the laws of the State of Delaware, its Certificate of Incorporation having been filed
in the Office of the Secretary of State of the State of Delaware on
_____________________, ________; and
WHEREAS, __________________________________________ is a corporation
organized and existing under the laws of the State of __________________________; and
WHEREAS, the aggregate number of shares which the ________________
Corporation has authority to issue is ___________________; and
WHEREAS, the Board of Directors of each of the constituent corporations deems
it advisable that the Delaware Corporation be merged into ________________________
____________________________________ on the terms and conditions hereinafter set
forth, in accordance with the applicable provisions of the statutes of the State of Delaware
and _____________________________________________________________________
respectively, which permit such merger;
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and the
___________________ Corporation, by their respective Boards of Directors, have agreed
and do hereby agree, each with the other as follows:

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