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Form Mbca-10ma - Agreement To Pay Dissenting Shareholders Of Domestic Corporations And Appointment Of Secretary Of State As Agent - Maine

(To be filed with Articles of Merger when the surviving corporation

is to be governed by the laws of any jurisdiction other than Maine.)

AGREEMENT

surviving corporation

TO PAY DISSENTING SHAREHOLDERS OF DOMESnC

CORPORAnONS

AND APPOINTMENT

OF SECRETARY OF STATE AS AGENT

Pursuant to 13-A MRSA §906.4, the undersigned corporation submits the following agreement and appointment of agent to accept

service of process.

FIRST:

The corporation agrees that it will promptly pay to the dissenting shareholders of any participating domestic

corporation the amount, if any, to which they are entitled under 13-A MRSA (Maine Business Corporation Act) with

respect to the rights of dissenting shareholders.

SECOND:

The corporation

agrees that it may be served with process in the State of Maine in any proceeding to enforce any

obligation of a participating

domestic corporation or any participating

foreign corporation previously

subject to suit in

the State of Maine, or to enforce the right of dissenting shareholders of any participating

domestic corporation

against

the surviving corporation.

TIDRD:

The corporation

irrevocably

appoints the Secretary of State of Maine as its agent to accept service of process in any

such proceedings.

FOURTH:

The address to which the Secretary of State shall mail a copy of any process in such proceeding is

FIFI1I:

The address of the registered office of the corporation is*

(street, city, state and zip code)

DATED

(surviving corporation)

**By

(signattlre of any duly authorized individual)

(type

or print

name

aIxl

capacity)

*Give address of registered office in Maine.

If the co~ration

does not have a registered office in Maine, the address given should be

the principal or registered office wherever located.

**This document MUST be signed by any duly authorized individual.

SUBMIT COMPLETED FORMS TO: CORPORATE EXA:MINING SECnON, SECRETARY OF STATE,

101 STATE HOUSE STAnON, AUGUSTA, ME 04333-0101

FORM NO. MBCA-I0Ma Rev.8/2000

TEL. (201) 287-4195

Form Mbca-10ma - Agreement To Pay Dissenting Shareholders Of Domestic Corporations And Appointment Of Secretary Of State As Agent - Maine

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