MERGER AGREEMENT

[// GUIDANCE: This template is drafted for a statutory merger under Delaware law (8 Del. C. § 251) but includes a governing-law “toggle” so counsel may designate an alternate jurisdiction. All bracketed text must be completed or revised before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 The Merger
   3.2 Closing
   3.3 Merger Consideration
   3.4 Effect on Capital Stock; Exchange Procedures
   3.5 Withholding
4. Representations & Warranties
   4.1 Of the Company
   4.2 Of Parent and Merger Sub
   4.3 Mutual Representations
   4.4 Survival; Limitations
5. Covenants & Restrictions
6. Conditions Precedent
7. Termination; Default & Remedies
8. Risk Allocation
   8.1 Mutual Indemnification
   8.2 No Liability Cap
   8.3 Insurance
   8.4 Force Majeure
9. Dispute Resolution
10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

This MERGER AGREEMENT (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and among:
(a) [COMPANY NAME], a Delaware corporation (“Company”);
(b) [PARENT NAME], a [STATE OF ORGANIZATION] corporation (“Parent”); and
(c) [MERGER SUB NAME], a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

Company, Parent, and Merger Sub are each referred to herein as a “Party” and collectively as the “Parties.”

Recitals

A. The respective Boards of Directors of Company, Parent, and Merger Sub have unanimously approved, and deem it advisable and in the best interests of their respective stockholders to consummate, the business combination provided for herein pursuant to Section 251 of the Delaware General Corporation Law (“DGCL”).
B. The Parties desire to effect the merger of Merger Sub with and into Company (the “Merger”) on the terms and subject to the conditions of this Agreement, whereupon Company will survive the Merger as a wholly-owned subsidiary of Parent.
C. The Parties wish to set forth the representations, warranties, covenants, and agreements governing the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the Parties agree as follows:

2. DEFINITIONS

[// GUIDANCE: Defined terms appear in alphabetical order. Add or delete definitions to fit the transaction.]

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person.
“Certificate of Merger” has the meaning set forth in Section 3.2(b).
“Charter Documents” means, collectively, a Party’s certificate of incorporation, bylaws, and any comparable organizational documents.
“Closing” has the meaning set forth in Section 3.2(a).
“Closing Date” has the meaning set forth in Section 3.2(a).
“Code” means the Internal Revenue Code of 1986, as amended.
“DGCL” has the meaning set forth in the Recitals.
“Encumbrance” means any lien, pledge, security interest, charge, claim, option, right of first refusal, easement, encroachment, or other encumbrance of any kind.
“Exchange Agent” has the meaning set forth in Section 3.4(c).
“Governmental Authority” means any federal, state, local, or foreign government or political subdivision, or any agency, bureau, commission, court, or other instrumentality thereof.
“Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 8.1(c).
“Material Adverse Effect” means any change, effect, event, or occurrence that, individually or in the aggregate, is materially adverse to the business, assets, liabilities, financial condition, or results of operations of a Party, taken as a whole, or to the ability of such Party to consummate the transactions contemplated hereby, other than any change or effect arising out of (i) general economic or industry conditions, (ii) changes in applicable law or GAAP, or (iii) acts of war, terrorism, or natural disasters, except to the extent such changes disproportionately affect such Party.
“Merger Consideration” has the meaning set forth in Section 3.3(a).
“Merger Sub” has the meaning set forth in the Preamble.
“Parent” has the meaning set forth in the Preamble.
“Party” and “Parties” have the meanings set forth in the Preamble.
“Permits” means all permits, licenses, franchises, approvals, and authorizations from any Governmental Authority.
“Person” means any natural person, corporation, limited liability company, partnership, trust, association, or other legal entity.
“Surviving Corporation” has the meaning set forth in Section 3.1(a).

3. OPERATIVE PROVISIONS

3.1 The Merger

(a) At the Effective Time (as defined below) and subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into Company in accordance with the DGCL. Company shall be the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under Delaware law as a wholly-owned subsidiary of Parent.
(b) The Merger shall have the effects set forth in the DGCL and this Agreement.

3.2 Closing

(a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at [TIME] local time on [CLOSING DATE] (the “Closing Date”) at the offices of [LAW FIRM], or at such other time, date, or place as the Parties may mutually agree in writing.
(b) Contemporaneously with the Closing, the Parties shall cause a certificate of merger, substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”), to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective at the time the Certificate of Merger is filed, or such later time as may be agreed by the Parties and specified in the Certificate of Merger (the “Effective Time”).

3.3 Merger Consideration

(a) At the Effective Time, each share of common stock, par value $[●] per share, of Company issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall be converted into the right to receive [●] shares of common stock of Parent, par value $[●] per share, plus cash in lieu of fractional shares (collectively, the “Merger Consideration”), all as more particularly described on Schedule 3.3.
(b) Each share of Company capital stock held by Company in treasury or owned by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall be cancelled without consideration.

3.4 Effect on Capital Stock; Exchange Procedures

(a) At the Effective Time, the stock transfer books of Company shall be closed. From and after the Effective Time, there shall be no transfers of shares on the records of Company.
(b) Parent shall deposit with a third-party exchange agent reasonably acceptable to Company (the “Exchange Agent”) stock certificates and cash sufficient to deliver the Merger Consideration.
(c) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each former holder of Company stock (i) instructions for surrendering certificates and (ii) the Merger Consideration to which such holder is entitled.

3.5 Withholding

Parent and the Exchange Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable tax law.

4. REPRESENTATIONS & WARRANTIES

4.1 Of the Company

[// GUIDANCE: Use materiality qualifiers judiciously; over-qualification can undermine enforceability.]

Company represents and warrants to Parent and Merger Sub that, except as disclosed in the corresponding section of the disclosure schedules:
(a) Organization; Good Standing. Company is a corporation duly organized, validly existing, and in good standing under Delaware law.
(b) Corporate Power. Company has full corporate power and authority to own its assets and to carry on its business as now conducted.
(c) Authorization; Enforceability. The execution, delivery, and performance of this Agreement by Company are within Company’s corporate powers and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of Company, enforceable against it in accordance with its terms.
(d) Capitalization. The authorized, issued, and outstanding capital stock of Company is as set forth on Schedule 4.1(d), free of Encumbrances except as set forth therein.
(e) Absence of Conflicts. The execution and delivery of this Agreement do not, and the consummation of the Merger will not, conflict with or result in a violation of (i) the Charter Documents of Company, (ii) any material agreement to which Company is a party, or (iii) any law or Permit applicable to Company, except as would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Financial Statements. Company’s audited balance sheets and related statements of income, cash flows, and stockholders’ equity for the fiscal years ended [●] (the “Company Financial Statements”) fairly present, in all material respects, the financial condition of Company as of the dates thereof and the results of operations for the periods then ended, in conformity with GAAP applied on a consistent basis.
(g) Undisclosed Liabilities. Company has no liabilities that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except (i) as set forth in the Company Financial Statements, (ii) liabilities incurred in the ordinary course of business since [BALANCE SHEET DATE], or (iii) as would not have a Material Adverse Effect.
(h) Compliance with Laws. Company is in compliance with all laws applicable to its business, except for noncompliance that would not have a Material Adverse Effect.
(i) Litigation. There is no Action pending or, to Company’s Knowledge, threatened against Company that would have a Material Adverse Effect or that challenges the validity of this Agreement or seeks to enjoin performance hereof.
(j) Tax Matters. Company has timely filed all material Tax Returns required to be filed and has paid all material Taxes shown thereon.
(k) Brokers. No broker, finder, or investment banker is entitled to any brokerage fee, finder’s fee, or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of Company, except as disclosed on Schedule 4.1(k).

4.2 Of Parent and Merger Sub

Parent and Merger Sub jointly and severally represent and warrant to Company, with corresponding disclosure schedules, substantially the same matters as in Section 4.1, mutatis mutandis.

4.3 Mutual Representations

Each Party represents to the others that it has conducted its own due diligence and is entering into this Agreement based on its own independent analysis.

4.4 Survival; Limitations

(a) General. The representations and warranties set forth herein shall survive the Closing for a period of [●] months, except for (i) Fundamental Representations, which shall survive indefinitely, and (ii) Tax Representations, which shall survive until 30 days after the expiration of the applicable statutes of limitation.
(b) Sole Remedy. Except in the case of Fraud, the indemnification provisions of Article 8 constitute the sole and exclusive remedy for any breach of representation or warranty.

5. COVENANTS & RESTRICTIONS

5.1 Conduct of Business Prior to Closing

Between the date hereof and the Closing Date, Company shall operate its business in the ordinary course and shall not, without Parent’s prior written consent, take any action outside the ordinary course, including, without limitation, (i) issuing additional equity, (ii) incurring indebtedness outside the ordinary course, or (iii) entering into any transaction with an Affiliate.

5.2 No Solicitation

From the date hereof until the earlier of the Closing or termination of this Agreement, Company shall not, and shall cause its Representatives not to, directly or indirectly, solicit, initiate, or encourage any Alternative Transaction.

5.3 Access and Information

Company shall afford Parent and its Representatives reasonable access, during normal business hours and upon reasonable notice, to Company’s properties, books, and records.

5.4 Stockholder Approval; Filings

Company shall obtain the requisite stockholder approval under Section 251 of the DGCL and shall cooperate in preparing any required filings under the Securities Exchange Act of 1934 and other applicable laws.

5.5 Regulatory Approvals

Each Party shall use commercially reasonable efforts to obtain all consents, approvals, and authorizations of Governmental Authorities required to consummate the Merger.

5.6 Post-Closing Covenants

Following the Closing, Parent shall cause the Surviving Corporation to honor all employee benefit plans maintained by Company immediately prior to the Closing in accordance with their terms for a period of [●] months.

6. CONDITIONS PRECEDENT

6.1 Mutual Conditions

The obligations of the Parties to consummate the Closing are subject to the satisfaction (or waiver) of the following conditions:
(a) Stockholder Approval. Company shall have obtained the Required Company Vote.
(b) Regulatory Consents. All required Governmental Approvals shall have been obtained.
(c) No Injunction. No Governmental Authority shall have enacted any law or issued any order that enjoins or prohibits the consummation of the Merger.

6.2 Parent and Merger Sub Conditions

(a) Accuracy of Representations. Each of the representations and warranties of Company shall be true and correct as of the Closing Date (except for representations expressly made as of a specific date).
(b) Performance of Covenants. Company shall have performed in all material respects the covenants required to be performed by it at or prior to the Closing.

6.3 Company Conditions

Substantially similar to Section 6.2, mutatis mutandis, with respect to Parent and Merger Sub.

7. TERMINATION; DEFAULT & REMEDIES

7.1 Termination Events

This Agreement may be terminated at any time prior to the Effective Time:
(a) by mutual written consent of Parent and Company;
(b) by either Parent or Company, upon written notice, if the Closing has not occurred on or before [LONG-STOP DATE], provided the terminating Party is not in material breach;
(c) by either Parent or Company, if a Governmental Authority permanently enjoins the transactions;
(d) by Parent, upon a Company Material Adverse Effect; or
(e) by Company, upon a Parent Material Adverse Effect.

7.2 Effect of Termination

Upon termination, this Agreement shall become void and of no further force, except for Sections 4.4, 7.2, 8, 9, and 10, which shall survive, and except for any liability for prior breach.

7.3 Events of Default

An “Event of Default” occurs if a Party materially breaches any representation, warranty, covenant, or other obligation and fails to cure within 30 days after written notice.

7.4 Remedies

(a) Specific Performance. Each Party acknowledges that monetary damages would be inadequate and that the non-breaching Party shall be entitled to equitable relief, including specific performance and injunctive relief, without the necessity of posting bond.
(b) Damages. The non-breaching Party may seek all damages available at law or in equity, subject to Article 8.
(c) Attorneys’ Fees. The prevailing Party in any Action arising under this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Mutual Indemnification

(a) Indemnification by Company. From and after the Closing, Company (or the Surviving Corporation) shall indemnify Parent, Merger Sub, and their respective Affiliates and Representatives (each, a “Parent Indemnitee”) against all losses, claims, damages, liabilities, and expenses (“Losses”) arising out of or relating to (i) any breach of Company’s representations, warranties, or covenants, or (ii) Company’s pre-Closing operations.
(b) Indemnification by Parent. From and after the Closing, Parent shall indemnify Company and its Affiliates and Representatives (each, a “Company Indemnitee”) against all Losses arising out of or relating to (i) any breach of Parent’s or Merger Sub’s representations, warranties, or covenants, or (ii) Parent’s or Merger Sub’s pre- or post-Closing operations.
(c) Procedures. The Party seeking indemnification (the “Indemnified Party”) shall promptly notify the Party from whom indemnification is sought (the “Indemnifying Party”) of any claim. Failure to give such notice shall not relieve the Indemnifying Party of liability except to the extent prejudiced.
(d) Third-Party Claims. The Indemnifying Party may assume control of the defense provided it acknowledges its indemnity obligation in writing.

8.2 Liability Caps

[// GUIDANCE: Metadata specifies “no_cap.” Omit dollar caps but retain survival periods.]

Except as expressly limited in Section 4.4, the indemnification obligations herein are uncapped.

8.3 Insurance

Parent shall, for a period of six (6) years after the Closing Date, cause the Surviving Corporation to maintain D&O “tail” insurance covering current and former directors and officers of Company on terms no less favorable than the existing policy.

8.4 Force Majeure

No Party shall be liable for failure to perform where such failure is caused by events beyond its reasonable control, including acts of God, war, terrorism, or civil unrest, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

9. DISPUTE RESOLUTION

9.1 Governing Law

This Agreement and all disputes or claims arising out of or relating hereto shall be governed by, and construed in accordance with, the laws of [GOVERNING LAW STATE], without giving effect to any choice-of-law or conflict-of-law provision.

9.2 Forum Selection; Jurisdiction

Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY], [GOVERNING LAW STATE] for any Action arising out of or relating to this Agreement and waives any objection based on inconvenient forum.

9.3 Arbitration

[INTENTIONALLY OMITTED – Arbitration excluded per metadata.]

9.4 Injunctive Relief

Nothing herein shall limit a Party’s right to seek interim, emergency, or permanent injunctive relief in any court of competent jurisdiction.

9.5 Jury Trial Waiver

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10. GENERAL PROVISIONS

10.1 Amendment; Waiver

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by each Party. A waiver shall be effective only for the specific instance and purpose for which given.

10.2 Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties, except that Parent may assign this Agreement to any direct or indirect wholly-owned subsidiary.

10.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

10.5 Entire Agreement

This Agreement (including all Exhibits and Schedules) constitutes the entire agreement among the Parties and supersedes all prior discussions, negotiations, and agreements.

10.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Delivery of an executed counterpart by facsimile, PDF, or other electronic means shall be effective.

10.7 Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by recognized overnight courier, or mailed by certified mail (return receipt requested) to the addresses set forth below (or such other address as may be designated by a Party by notice):
Company: [ADDRESS]
Parent: [ADDRESS]
Merger Sub: [ADDRESS]

11. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Merger Agreement to be executed by their duly authorized officers as of the Effective Date.

[COMPANY NAME]
By: _____
Name: _____
Title: ________

[PARENT NAME]
By: _____
Name: _____
Title: ________

[MERGER SUB NAME]
By: _____
Name: _____
Title: ________

[// GUIDANCE: Notarization is generally not required for corporate merger agreements under Delaware law, but confirm any lender, regulatory, or internal policy requirements.]

EXHIBIT A

Form of Certificate of Merger

SCHEDULES

Schedule 3.3 Merger Consideration Allocation
Schedule 4.1(d) Company Capitalization
Schedule 4.1(k) Company Brokers
[Additional schedules as required]