Agreement Of Merger Between A Delaware Domestic Corporation And A Foreign Corporation Form Page 4

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ARTICLE V
The surviving corporation agrees that it may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of any constituent
corporation of Delaware, as well as for enforcement of any obligation of the surviving
corporation arising from this merger, including any suit or other proceeding to enforce
the rights of any stockholders as determined in appraisal proceedings pursuant to the
provisions of Section 262 of the Delaware General Corporation laws, and irrevocably
appoints the Secretary of State of Delaware as its agent to accept service of process in
any such suit or proceeding. The Secretary of State shall mail any such process to the
surviving corporation at ___________________________________________________.
IN WITNESS WHEREOF, the _______________________ Corporation and the
Delaware Corporation, pursuant to the approval and authority duly given by resolutions
adopted by their respective Boards of Directors have caused this Plan and Agreement of
Merger to be executed by an authorized officer of each party thereto.
____________________________________
(A Delaware Corporation)
BY:____________________________________
Authorized Officer/Title
Name:____________________________________
Print or Type
____________________________________
(A __________________ Corporation)
BY:____________________________________
Authorized Officer/Title
Name:____________________________________
Print or Type

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