MERGER AGREEMENT

[// GUIDANCE: This template is drafted for a statutory merger under Alaska law (AS 10.06). Confirm the specific merger filing form and approval thresholds required by the Alaska Corporations Code and tailor as needed.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Conditions Precedent
7. Termination; Default & Remedies
8. Risk Allocation
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], an Alaska corporation ("Company");
(b) [PARENT NAME], a [STATE OF ORGANIZATION] corporation ("Parent"); and
(c) [MERGER SUB NAME], an Alaska 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."

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 the State of Alaska, 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 Alaska for any Action arising out of or relating to this Agreement.

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.

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: __________________________