Merger Agreement - Alaska

MERGER AGREEMENT

(State of Alaska)

TABLE OF CONTENTS

1. Definitions
2. The Merger
3. Merger Consideration and Purchase Price Adjustment
4. Treatment of Equity Awards
5. Representations and Warranties of the Company
6. Representations and Warranties of Parent and Merger Sub
7. Covenants
8. Conditions to Closing
9. Closing Deliverables
10. Indemnification and Survival
11. Termination
12. Specific Performance and Remedies
13. Post-Closing Covenants
14. General Provisions
15. Execution

RECITALS

This MERGER AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date") by and among:

(a) [________________________________], an Alaska corporation (the "Company");

(b) [________________________________], a [________________________________] corporation ("Parent"); and

(c) [________________________________], 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."

WHEREAS, the respective Boards of Directors of the Company, Parent, and Merger Sub have approved the merger of Merger Sub with and into the Company (the "Merger") on the terms and subject to the conditions set forth herein and in accordance with the Alaska Corporations Code (AS 10.06);

WHEREAS, upon the consummation of the Merger, Merger Sub shall cease to exist and the Company shall continue as the surviving corporation (the "Surviving Corporation") as a wholly-owned subsidiary of Parent;

WHEREAS, the Parties intend that the Merger qualify as a statutory merger under AS 10.06.530 through AS 10.06.582 of the Alaska Corporations Code;

WHEREAS, the Parties acknowledge that the Alaska Entity Transactions Act (AS 10.55) provides an alternative statutory pathway for certain entity transactions, but the Parties have elected to proceed under the Alaska Corporations Code (AS 10.06) as the governing statute for this Merger;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Alaska Corporations Code" means Alaska Statutes Title 10, Chapter 06 (AS 10.06), as amended.

(b) "Alaska Entity Transactions Act" means Alaska Statutes Title 10, Chapter 55 (AS 10.55), as amended. The Parties acknowledge that AS 10.55.201 through AS 10.55.206 provide an alternative statutory framework for mergers involving Alaska entities, including mergers between domestic and foreign entities. The Parties have elected to proceed under the Alaska Corporations Code (AS 10.06) rather than AS 10.55 for purposes of this Merger.

(c) "Articles of Merger" means the articles of merger to be filed with the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing, in accordance with AS 10.06.552.

(d) "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in Anchorage, Alaska are authorized or required to close.

(e) "Closing" means the consummation of the Merger.

(f) "Closing Date" means the date on which the Closing occurs.

(g) "Closing Statement" has the meaning set forth in Section 3.6.

(h) "Commissioner" means the Commissioner of the Alaska Department of Commerce, Community, and Economic Development or the Commissioner's designee.

(i) "Company Shareholders" means the holders of record of the Company Shares as of the Record Date.

(j) "Company Shares" means all issued and outstanding shares of capital stock of the Company.

(k) "Convertible Securities" means all options, warrants, restricted stock units, convertible notes, and other securities or rights convertible into or exercisable or exchangeable for Company Shares, whether vested or unvested.

(l) "Dissenting Shares" means Company Shares held by a Company Shareholder who has properly exercised dissenters' rights under AS 10.06.574 through AS 10.06.582.

(m) "Effective Time" means the date and time at which the Merger becomes effective, which shall be upon the issuance of a certificate of merger by the Commissioner pursuant to AS 10.06.560, or on such later date (not more than thirty (30) days after such issuance) as may be provided in the plan of merger filed with the Articles of Merger.

(n) "Encumbrance" means any lien, pledge, mortgage, charge, security interest, restriction, claim, option, right of first refusal, preemptive right, or other encumbrance of any kind.

(o) "Escrow Agent" means [________________________________], acting as escrow agent pursuant to the Escrow Agreement.

(p) "Escrow Agreement" means the escrow agreement among Parent, the Shareholder Representative, and the Escrow Agent, in the form attached hereto as Exhibit C.

(q) "Estimated Closing Statement" has the meaning set forth in Section 3.6(a).

(r) "Final Closing Statement" has the meaning set forth in Section 3.6(c).

(s) "GAAP" means generally accepted accounting principles in the United States, consistently applied.

(t) "Governmental Authority" means any federal, state, local, tribal, or foreign government or any agency, bureau, board, commission, court, department, or instrumentality thereof.

(u) "Indemnification Escrow Amount" has the meaning set forth in Section 10.3.

(v) "Knowledge" means, with respect to the Company, the actual knowledge of the individuals listed on Schedule 1.1(v), after reasonable inquiry of their direct reports; and with respect to Parent or Merger Sub, the actual knowledge of the officers and directors of such entity, after reasonable inquiry.

(w) "Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or other requirement of any Governmental Authority.

(x) "Losses" means any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expenses of investigation and litigation).

(y) "Material Adverse Effect" means any event, occurrence, fact, condition, change, or effect that, individually or in the aggregate with all other events, occurrences, facts, conditions, changes, or effects, is or would reasonably be expected to be materially adverse to (i) the business, results of operations, condition (financial or otherwise), assets, or liabilities of the applicable entity and its Subsidiaries, taken as a whole, or (ii) the ability of the applicable entity to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect:

(1) changes in general economic, business, financial, or market conditions affecting the economy or capital markets generally, except to the extent such changes disproportionately affect the applicable entity relative to other similarly situated companies in the same industry;

(2) changes in conditions generally affecting the industry or industries in which the applicable entity operates, except to the extent such changes disproportionately affect the applicable entity relative to other similarly situated companies in the same industry;

(3) changes in applicable Law or regulatory policy or in GAAP or other applicable accounting standards, or the interpretation or enforcement thereof, except to the extent such changes disproportionately affect the applicable entity relative to other similarly situated companies in the same industry;

(4) changes resulting from the announcement or pendency of the transactions contemplated by this Agreement, including any loss of or adverse change in the relationship of the applicable entity with any of its customers, suppliers, distributors, employees, or other business partners resulting therefrom;

(5) changes resulting from acts of war (whether or not declared), armed hostility, sabotage, terrorism, or natural disaster (including pandemics, epidemics, earthquakes, floods, hurricanes, or similar events);

(6) changes resulting from the failure of the applicable entity to meet any internal or published projections, forecasts, budgets, or estimates of revenue, earnings, or other financial metrics for any period (provided that the underlying causes of such failure may be taken into account to the extent not otherwise excluded by this definition);

(7) changes resulting from any action taken (or omitted to be taken) at the written request or with the written consent of Parent; and

(8) changes resulting from compliance with the terms of this Agreement.

(z) "Merger Consideration" has the meaning set forth in Section 3.1.

(aa) "Net Working Capital" means current assets minus current liabilities of the Company, determined in accordance with GAAP and the accounting principles, practices, and methodologies set forth on Schedule 1.1(aa).

(bb) "Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, joint venture, Governmental Authority, or other entity.

(cc) "Record Date" means the record date fixed by the Board for determining the Company Shareholders entitled to notice of and to vote on the Merger.

(dd) "Required Shareholder Approval" means the affirmative vote of the Company Shareholders as required by AS 10.06.544, AS 10.06.546, and the Company's articles of incorporation.

(ee) "Shareholder Representative" means [________________________________], acting as representative of the Company Shareholders for purposes of this Agreement.

(ff) "Subsidiary" means, with respect to any Person, any entity of which such Person directly or indirectly owns or controls more than fifty percent (50%) of the outstanding equity interests.

(gg) "Surviving Corporation" means the Company as the surviving corporation following the Merger.

(hh) "Target Net Working Capital" means $[________________________________], as calculated in accordance with the principles set forth on Schedule 1.1(aa).

(ii) "Transaction Expenses" means all fees and expenses incurred by the Company or payable by the Company in connection with the transactions contemplated by this Agreement, including fees and expenses of legal counsel, accountants, investment bankers, brokers, finders, consultants, and other advisors.

ARTICLE 2 — THE MERGER

2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Alaska Corporations Code (AS 10.06.530 through AS 10.06.582), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger:

(a) The separate corporate existence of Merger Sub shall cease; and

(b) The Company shall continue as the Surviving Corporation and a wholly-owned subsidiary of Parent.

2.2 Effective Time; Certificate of Merger. On the Closing Date, the Parties shall cause the Articles of Merger to be delivered to the Commissioner of the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing, for processing in accordance with AS 10.06.552 and AS 10.06.910. Pursuant to AS 10.06.560, the Merger shall become effective upon the issuance of a certificate of merger by the Commissioner, or on such later date (not more than thirty (30) days after such issuance) as may be provided in the plan of merger. The Parties shall use commercially reasonable efforts to cause the Commissioner to issue the certificate of merger as promptly as practicable following delivery of the Articles of Merger.

2.3 Alternative Statutory Framework. The Parties acknowledge that the Alaska Entity Transactions Act (AS 10.55.201 through AS 10.55.206) provides an alternative statutory pathway for mergers involving Alaska entities, including the filing of a statement of merger under AS 10.55.205. If the Commissioner or the Division of Corporations requires filing under AS 10.55 rather than AS 10.06, or if the Parties mutually agree that filing under AS 10.55 is more appropriate, the Parties shall cooperate to prepare and file the necessary documents under AS 10.55, and all references in this Agreement to articles of merger, certificates of merger, and related filings shall be deemed to refer to the corresponding documents under AS 10.55 (including the statement of merger under AS 10.55.205).

2.4 Effects of the Merger. The Merger shall have the effects set forth in the Alaska Corporations Code (AS 10.06.560), including:

(a) The Surviving Corporation shall possess all rights, privileges, immunities, and powers of each of the merging corporations;

(b) All property, real, personal, and mixed, and all debts due on whatever account, shall be vested in the Surviving Corporation without further act or deed;

(c) The Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of the merging corporations;

(d) The articles of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation (as amended to the extent specified in the plan of merger); and

(e) The bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.

2.5 Articles of Incorporation of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Surviving Corporation shall be amended as set forth in Exhibit A attached hereto.

2.6 Bylaws of the Surviving Corporation. At the Effective Time, the bylaws of the Surviving Corporation shall be as set forth in Exhibit B attached hereto.

2.7 Directors and Officers of the Surviving Corporation. At the Effective Time:

(a) The directors of the Surviving Corporation shall be [________________________________] [or the directors of Merger Sub immediately prior to the Effective Time]; and

(b) The officers of the Surviving Corporation shall be [________________________________] [or the officers of the Company immediately prior to the Effective Time].

2.8 Closing. The Closing shall take place at [________________________________], or remotely by exchange of documents and signatures, on [__/__/____], or on such other date as the Parties may agree in writing, but in no event later than three (3) Business Days after satisfaction or waiver of the conditions set forth in Articles 8 and 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).

ARTICLE 3 — MERGER CONSIDERATION AND PURCHASE PRICE ADJUSTMENT

3.1 Conversion of Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any Company Shareholder:

(a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares held by the Company as treasury shares or by Parent or Merger Sub) shall be converted into the right to receive $[________________________________] per share in cash (the "Per Share Merger Consideration"), without interest, subject to adjustment pursuant to Section 3.6;

☐ Alternative: Stock Consideration. Each Company Share shall be converted into [____] shares of Parent's [________________________________] stock (the "Stock Consideration");

☐ Alternative: Mixed Consideration. Each Company Share shall be converted into (i) $[________________________________] per share in cash and (ii) [____] shares of Parent's [________________________________] stock;

(b) Each share of Merger Sub's common stock issued and outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock of the Surviving Corporation; and

(c) All Company Shares held as treasury shares or by Parent or Merger Sub shall be cancelled and retired without payment of any consideration.

3.2 Payment of Merger Consideration. At or promptly after the Effective Time, Parent shall deposit with [________________________________] (the "Paying Agent") cash in an amount sufficient to pay the aggregate Merger Consideration (less the Indemnification Escrow Amount and any adjustment holdback). The Paying Agent shall, upon surrender of stock certificates (or affidavits of loss) by each Company Shareholder, pay the applicable Per Share Merger Consideration to such shareholder, less such shareholder's pro rata share of the Indemnification Escrow Amount.

3.3 Letter of Transmittal. Promptly after the Effective Time (and in no event later than five (5) Business Days thereafter), the Paying Agent shall mail to each Company Shareholder a letter of transmittal and instructions for surrendering stock certificates in exchange for the Merger Consideration.

3.4 Dissenting Shareholders. Company Shares held by shareholders who have properly exercised their dissenters' rights under AS 10.06.574 through AS 10.06.582 shall not be converted into the right to receive the Merger Consideration. Such Dissenting Shares shall be treated as follows:

(a) Filing of Dissent. Under AS 10.06.576, a shareholder electing to exercise dissenters' rights must file with the Company, before or at the shareholder meeting at which the Merger is submitted to a vote, a written objection that includes (i) a notice of election to dissent, (ii) the shareholder's name and residence address, (iii) the number and classes of shares as to which the shareholder dissents, and (iv) a demand for payment of the fair value of the shares.

(b) Cessation of Shareholder Rights. Upon completion of the Merger, a dissenting shareholder shall cease to have the rights of a shareholder except the right to be paid the fair value of such shareholder's Dissenting Shares.

(c) Offer and Payment. Under AS 10.06.578, within fifteen (15) days after the later of (i) the expiration of the period for filing notices of election to dissent and (ii) the completion of the Merger, the Surviving Corporation shall make a written offer by certified mail to each dissenting shareholder to pay the amount the Surviving Corporation estimates to be the fair value of the Dissenting Shares.

(d) Withdrawal of Dissent. If a dissenting shareholder withdraws the election to dissent or fails to comply with the procedural requirements of AS 10.06.576, such shareholder's shares shall be converted into the right to receive the Merger Consideration as if such shareholder had not dissented.

(e) Court Determination. If the Surviving Corporation and a dissenting shareholder cannot agree on the fair value of the Dissenting Shares, either party may petition the court for a determination of fair value pursuant to AS 10.06.580 and AS 10.06.582. Parent shall be responsible for all costs associated with any dissenter proceedings in excess of the Per Share Merger Consideration for such Dissenting Shares.

3.5 Adjustments to Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification, recapitalization, or similar event occurring between the Effective Date and the Effective Time.

3.6 Working Capital Adjustment.

(a) Estimated Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the "Estimated Closing Statement") setting forth the Company's good faith estimate of Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the "Estimated Net Working Capital"), together with reasonable supporting documentation.

(b) Closing Adjustment. The aggregate Merger Consideration payable at Closing shall be (i) increased, dollar for dollar, by the amount (if any) by which the Estimated Net Working Capital exceeds the Target Net Working Capital, or (ii) decreased, dollar for dollar, by the amount (if any) by which the Target Net Working Capital exceeds the Estimated Net Working Capital.

(c) Final Closing Statement. Within sixty (60) days after the Closing Date, Parent shall prepare and deliver to the Shareholder Representative a statement (the "Final Closing Statement") setting forth Parent's calculation of the actual Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the "Final Net Working Capital"), together with reasonable supporting documentation and work papers.

(d) Review Period. The Shareholder Representative shall have thirty (30) days following receipt of the Final Closing Statement to review the same (the "Review Period"). During the Review Period, Parent shall provide the Shareholder Representative and its accountants with reasonable access to the books, records, and work papers used in preparing the Final Closing Statement.

(e) Dispute Resolution. If the Shareholder Representative delivers a written notice of disagreement (a "Dispute Notice") to Parent within the Review Period, specifying in reasonable detail the items in dispute and the amounts thereof, the Parties shall attempt in good faith to resolve such disputes within fifteen (15) days. If the Parties are unable to resolve any disputed items within such period, either Party may submit the unresolved items to [________________________________] (the "Independent Accountant"), whose determination shall be final, binding, and non-appealable. The Independent Accountant's fees shall be borne by the Party whose positions were, in the aggregate, furthest from the Independent Accountant's determination.

(f) Post-Closing True-Up Payment. Within five (5) Business Days after the Final Net Working Capital is finally determined:

(i) If the Final Net Working Capital exceeds the Estimated Net Working Capital, Parent shall pay to the Shareholder Representative (for the benefit of the Company Shareholders) the amount of such excess; or

(ii) If the Estimated Net Working Capital exceeds the Final Net Working Capital, the Shareholder Representative shall pay (or cause to be paid from the Indemnification Escrow) to Parent the amount of such excess.

ARTICLE 4 — TREATMENT OF EQUITY AWARDS

4.1 Stock Options. At the Effective Time, each outstanding option to purchase Company Shares (each, a "Company Option"), whether vested or unvested, granted under any Company equity incentive plan, shall be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of Company Shares subject to such Company Option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the per-share exercise price of such Company Option (the "Option Consideration"), less applicable tax withholdings. Any Company Option with a per-share exercise price equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration.

4.2 Warrants. At the Effective Time, each outstanding warrant to purchase Company Shares (each, a "Company Warrant") shall be treated in accordance with the terms of such Company Warrant. To the extent a Company Warrant provides for cashless exercise or net settlement, the holder thereof shall receive a cash payment equal to the product of (a) the number of Company Shares issuable upon exercise of such Company Warrant multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the per-share exercise price of such Company Warrant, less applicable tax withholdings. Schedule 4.2 sets forth all outstanding Company Warrants.

4.3 Restricted Stock Units. At the Effective Time, each outstanding restricted stock unit with respect to Company Shares (each, an "RSU"), whether vested or unvested, shall be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of Company Shares subject to such RSU multiplied by (b) the Per Share Merger Consideration, less applicable tax withholdings. Such payment shall be made at the Effective Time or, if required by Section 409A of the Internal Revenue Code, at such later time as is consistent with the terms of the applicable award agreement.

4.4 Convertible Securities. At the Effective Time, each outstanding convertible note, convertible preferred share, or other security convertible into Company Shares (each, a "Company Convertible Security") shall be treated as follows:

(a) Mandatory Conversion. If the terms of the Company Convertible Security provide for mandatory or automatic conversion upon a change of control or merger, such conversion shall occur immediately prior to the Effective Time, and the resulting Company Shares shall be converted into the right to receive the Per Share Merger Consideration; or

(b) Elective Conversion. If the holder of a Company Convertible Security has the right (but not the obligation) to convert upon a change of control or merger, the Company shall provide notice to such holder at least [____] days prior to the Closing Date, and any Company Convertible Security not converted prior to the Effective Time shall be treated in accordance with its terms.

4.5 Company Actions. Prior to the Effective Time, the Company and its Board of Directors shall adopt such resolutions and take such actions as are necessary to effectuate the treatment of Company Options, Company Warrants, RSUs, and Company Convertible Securities as described in this Article 4, including obtaining any required consents from holders thereof.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Merger Sub that, except as set forth in the disclosure schedules delivered by the Company to Parent concurrently with the execution of this Agreement (the "Company Disclosure Schedules"), as of the Effective Date and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be made only as of such date):

5.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Alaska and the Alaska Corporations Code (AS 10.06). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. The Company has delivered to Parent true and complete copies of its articles of incorporation and bylaws, each as currently in effect.

5.2 Subsidiaries. Schedule 5.2 sets forth each Subsidiary of the Company, including for each Subsidiary its name, jurisdiction of organization, authorized and outstanding equity interests, and the identity of each holder of equity interests. Each Subsidiary is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. All of the outstanding equity interests in each Subsidiary are owned, directly or indirectly, by the Company, free and clear of all Encumbrances. There are no outstanding options, warrants, or other rights to acquire equity interests in any Subsidiary. No Subsidiary has agreed to issue any equity interests.

5.3 Capitalization.

(a) The authorized capital stock of the Company consists of [________________________________] shares. As of the Effective Date, [________________________________] shares are issued and outstanding. All outstanding shares have been duly authorized, validly issued, fully paid, and nonassessable under AS 10.06.305 and AS 10.06.335.

(b) Schedule 5.3(b) sets forth a complete and accurate capitalization table of the Company, including all outstanding Company Options, Company Warrants, RSUs, Company Convertible Securities, and any other rights to acquire Company Shares, specifying the holder, date of grant, number of shares, exercise or conversion price, and vesting schedule for each.

(c) Except as set forth on Schedule 5.3(c), there are no outstanding subscriptions, options, warrants, calls, rights, commitments, conversion privileges, preemptive rights, rights of first refusal, or other agreements obligating the Company to issue, sell, or otherwise dispose of any shares of its capital stock or any securities convertible into or exchangeable for shares of its capital stock.

(d) There are no outstanding stock appreciation rights, phantom stock, profit participation, or similar rights with respect to the Company.

5.4 Authority. The Company has all necessary corporate power and authority to execute, deliver, and perform this Agreement and to consummate the Merger, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by the Board of Directors of the Company. The Board has unanimously approved this Agreement and the Merger and has recommended that the Company Shareholders approve the Merger.

5.5 No Conflicts; Required Consents. The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with or violate the Company's articles of incorporation or bylaws, (b) conflict with or violate any Law applicable to the Company or by which its properties are bound, or (c) result in any breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material contract to which the Company is a party, except in the case of (b) and (c) for conflicts, violations, breaches, defaults, or other occurrences that would not have a Material Adverse Effect. Schedule 5.5 lists all consents, approvals, and authorizations required for the consummation of the Merger (other than the Required Shareholder Approval and the filing of the Articles of Merger).

5.6 Financial Statements. The Company has delivered to Parent true and complete copies of (a) the audited balance sheets and related statements of income, changes in shareholders' equity, and cash flows of the Company as of and for the fiscal years ended [________________________________] and [________________________________], together with the related notes and the reports of the Company's independent auditors (if applicable), and (b) the unaudited balance sheet and related statement of income for the interim period ended [________________________________] (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP, consistently applied throughout the periods covered (except, in the case of unaudited interim statements, for the absence of footnotes and normal year-end adjustments), and fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of the dates and for the periods indicated.

5.7 Absence of Undisclosed Liabilities. The Company has no liabilities of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except (a) liabilities reflected or reserved against in the most recent balance sheet included in the Financial Statements, (b) liabilities incurred in the ordinary course of business since the date of the most recent Financial Statements (none of which is material), and (c) liabilities set forth on Schedule 5.7.

5.8 Absence of Changes. Since the date of the most recent Financial Statements through the Effective Date, (a) there has been no Material Adverse Effect with respect to the Company, and (b) the Company has conducted its business in the ordinary course consistent with past practice, except as set forth on Schedule 5.8.

5.9 Compliance with Laws; Permits.

(a) The Company is, and since [________________________________] has been, in material compliance with all applicable Laws, including the Alaska Corporations Code. The Company has timely filed all required biennial reports with the Alaska Division of Corporations.

(b) Schedule 5.9(b) sets forth all material permits, licenses, franchises, approvals, authorizations, registrations, certificates, and orders of any Governmental Authority (collectively, "Permits") held by the Company. The Company holds all Permits necessary for the lawful conduct of its business, except where the failure to hold such Permits would not have a Material Adverse Effect. All such Permits are in full force and effect, and no suspension, cancellation, or revocation of any such Permit is pending or, to the Company's Knowledge, threatened. The Company is in material compliance with all terms and conditions of its Permits.

5.10 Material Contracts. Schedule 5.10 sets forth all contracts, agreements, commitments, and arrangements (whether written or oral) to which the Company is a party that (a) involve aggregate payments or receipts in excess of $[________________________________], (b) have a term of more than one year and are not terminable without penalty on thirty (30) days' notice, (c) involve any partnership, joint venture, or strategic alliance, (d) contain covenants limiting the Company's freedom to compete in any business or geographic area, (e) relate to the borrowing of money or guarantee of any obligation, or (f) are otherwise material to the business, condition, or operations of the Company (collectively, the "Material Contracts"). Each Material Contract is in full force and effect, and the Company is not in material breach or default under any Material Contract, nor, to the Company's Knowledge, is any other party thereto in material breach or default.

5.11 Litigation. Except as set forth on Schedule 5.11, (a) there is no pending or, to the Company's Knowledge, threatened action, suit, proceeding, arbitration, mediation, claim, or investigation by or before any Governmental Authority against the Company or any of its Subsidiaries or affecting any of its properties or assets, and (b) neither the Company nor any of its Subsidiaries is subject to any outstanding judgment, order, decree, injunction, or settlement agreement that restricts the conduct of its business.

5.12 Tax Matters.

(a) The Company and each of its Subsidiaries have timely filed (or caused to be filed) all income tax returns and all other material tax returns required to be filed by them with the appropriate Governmental Authority. All such returns are true, correct, and complete in all material respects.

(b) The Company and each of its Subsidiaries have paid (or caused to be paid) all taxes due and payable, whether or not shown on any tax return, except for taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

(c) There are no pending or, to the Company's Knowledge, threatened audits, examinations, investigations, or claims with respect to any taxes of the Company or its Subsidiaries.

(d) The Company has not been a party to any "listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(e) Schedule 5.12(e) sets forth all jurisdictions in which the Company or any Subsidiary files, or is required to file, tax returns.

(f) The Company has not made any election under Section 338 of the Internal Revenue Code. The Company has not agreed to make any adjustment under Section 481(a) of the Internal Revenue Code by reason of a change in accounting method or otherwise.

(g) The Company has no net operating loss carryforwards, tax credit carryforwards, or other tax attributes that would be subject to limitation under Section 382 or Section 383 of the Internal Revenue Code as a result of the Merger, except as set forth on Schedule 5.12(g).

(h) The Company is not a party to any tax-sharing, tax-allocation, or tax-indemnity agreement (other than customary commercial agreements entered into in the ordinary course of business the primary purpose of which is not related to taxes).

(i) To the Company's Knowledge, the Company has complied with all applicable transfer pricing rules and regulations, and all intercompany transactions have been conducted on arm's-length terms.

5.13 Employees and Benefits.

(a) Schedule 5.13(a) lists all employees of the Company (including title, date of hire, compensation, and status as full-time, part-time, or temporary) and all independent contractors engaged by the Company.

(b) Schedule 5.13(b) lists all employee benefit plans, programs, policies, and arrangements (including pension, profit-sharing, 401(k), health, dental, vision, life insurance, disability, vacation, severance, change-in-control, and bonus plans) maintained, sponsored, or contributed to by the Company for the benefit of its employees or former employees (collectively, "Benefit Plans"). Each Benefit Plan has been maintained and administered in material compliance with its terms and applicable Law, including ERISA and the Internal Revenue Code. No Benefit Plan is a multiemployer plan or defined benefit plan subject to Title IV of ERISA.

5.14 Environmental Matters.

(a) The Company is, and since [________________________________] has been, in material compliance with all applicable Environmental Laws. For purposes of this Agreement, "Environmental Laws" means all federal, state, and local laws, regulations, rules, ordinances, and orders relating to the protection of the environment, natural resources, or human health and safety, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean Air Act, the Clean Water Act, the Alaska Environmental Conservation Act (AS 46.03), and all analogous state and local laws.

(b) The Company has obtained and maintains in effect all Permits required under Environmental Laws for the conduct of its business, and is in material compliance with all terms and conditions thereof.

(c) There has been no Release (as defined in CERCLA) of any Hazardous Substance on, at, under, or from any property currently or formerly owned, leased, or operated by the Company that would reasonably be expected to give rise to liability under any Environmental Law.

(d) The Company has not received any written notice, demand, claim, or request for information alleging that the Company is or may be liable under any Environmental Law, including any claim relating to contamination, remediation, or natural resource damages.

(e) To the Company's Knowledge, there are no underground storage tanks, asbestos-containing materials, polychlorinated biphenyls, or other Hazardous Substances at any property currently owned, leased, or operated by the Company, except in compliance with Environmental Laws.

(f) Schedule 5.14(f) lists all environmental assessments, audits, studies, and reports in the possession or control of the Company relating to environmental conditions at any property currently or formerly owned, leased, or operated by the Company, true and complete copies of which have been delivered to Parent.

Alaska-Specific Note: Given Alaska's significant natural resource industries (oil and gas, mining, fishing, timber), practitioners should give particular attention to environmental compliance, including compliance with the Alaska Department of Environmental Conservation regulations, oil spill prevention and response requirements (AS 46.04), and any permits or authorizations under state and federal natural resource laws.

5.15 Real Property.

(a) Schedule 5.15(a) describes all real property owned by the Company (the "Owned Real Property"), including the legal description, address, and current use. The Company has good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances.

(b) Schedule 5.15(b) describes all real property leased or subleased by the Company (the "Leased Real Property"). The Company has delivered to Parent true and complete copies of all leases, subleases, and amendments thereto. Each lease is in full force and effect, and the Company is not in material breach or default thereunder.

5.16 Intellectual Property. Schedule 5.16 lists all material intellectual property owned by or licensed to the Company, including patents, trademarks, trade names, service marks, copyrights, domain names, and trade secrets (collectively, "Company IP"). The Company owns or has valid licenses to use all Company IP necessary for the conduct of its business. To the Company's Knowledge, the conduct of the Company's business does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.

5.17 Insurance. Schedule 5.17 lists all insurance policies maintained by the Company (including the insurer, type of coverage, policy number, coverage amount, deductible, and expiration date). All such policies are in full force and effect, and the Company has not received any notice of cancellation or non-renewal. The Company is not in material breach or default under any such policy.

5.18 Related-Party Transactions. Except as set forth on Schedule 5.18, no officer, director, or shareholder of the Company (or any family member or Affiliate of any such Person) (a) is a party to any contract or transaction with the Company, (b) has any direct or indirect interest in any entity that does business with the Company, or (c) owes any amount to, or is owed any amount by, the Company (other than ordinary compensation and expense reimbursement).

5.19 Data Privacy and Security.

(a) The Company is in material compliance with all applicable Laws relating to the privacy, security, collection, use, storage, processing, disclosure, and transfer of personal data (collectively, "Data Privacy Laws"), including any applicable state data breach notification laws.

(b) The Company has implemented and maintains commercially reasonable administrative, technical, and physical safeguards to protect personal data in its possession or control against unauthorized access, use, or disclosure.

(c) To the Company's Knowledge, there has been no unauthorized access to or breach of any of the Company's systems or data that would require notification to any Person or Governmental Authority under any Data Privacy Law.

5.20 Product Liability. Except as set forth on Schedule 5.20, (a) there are no pending or, to the Company's Knowledge, threatened product liability claims against the Company, (b) the Company has not issued any product recalls, and (c) no product manufactured, sold, or distributed by the Company is the subject of any pending or, to the Company's Knowledge, threatened Governmental Authority investigation or enforcement action.

5.21 Brokers and Finders. Except as set forth on Schedule 5.21, the Company has not engaged any broker, finder, or investment banker entitled to any brokerage, finder's, or other fee or commission in connection with the Merger.

5.22 Required Approvals. Except for the Required Shareholder Approval and the filing of the Articles of Merger, no consent, approval, or authorization of any Governmental Authority or other Person is required for the consummation of the Merger, except as set forth on Schedule 5.5.

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub jointly and severally represent and warrant to the Company that, as of the Effective Date and as of the Closing Date:

6.1 Organization. Parent is duly organized and in good standing under the laws of [________________________________]. Merger Sub is an Alaska corporation duly organized, validly existing, and in good standing under the Alaska Corporations Code.

6.2 Authority. Parent and Merger Sub have all necessary corporate power and authority to execute, deliver, and perform this Agreement and to consummate the Merger. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. The boards of directors of Parent and Merger Sub have approved this Agreement and the Merger. Parent, as the sole shareholder of Merger Sub, has approved the Merger.

6.3 No Conflicts. The execution, delivery, and performance of this Agreement by Parent and Merger Sub does not and will not (a) conflict with or violate the organizational documents of Parent or Merger Sub, (b) conflict with or violate any Law applicable to Parent or Merger Sub, or (c) result in any breach of, constitute a default under, or require any consent under, any material agreement to which Parent or Merger Sub is a party.

6.4 Financing. Parent has, or will have at the Closing, sufficient cash, available lines of credit, or other sources of immediately available funds to pay the aggregate Merger Consideration, all Transaction Expenses payable by Parent, and all other amounts payable by Parent or Merger Sub in connection with this Agreement. Parent has delivered to the Company true and complete copies of all commitment letters or other evidence of financing.

6.5 Litigation. There is no pending or, to the Knowledge of Parent and Merger Sub, threatened action, suit, proceeding, or investigation that would prevent or materially delay the consummation of the Merger or the performance by Parent or Merger Sub of their obligations under this Agreement.

6.6 Brokers and Finders. Neither Parent nor Merger Sub has engaged any broker, finder, or investment banker entitled to any fee or commission from the Company in connection with the Merger.

6.7 Solvency. After giving effect to the Merger and the payment of the aggregate Merger Consideration and all related fees and expenses, the Surviving Corporation will (a) be solvent and able to pay its debts as they become due in the ordinary course of business, (b) have adequate capital to conduct its business, and (c) have assets with a fair value in excess of its liabilities.

6.8 No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of the Merger and has not conducted any business, incurred any liabilities, or acquired any assets other than in connection with this Agreement.

6.9 No Knowledge of Breaches. Neither Parent nor Merger Sub has Knowledge of any facts or circumstances that would cause any representation or warranty of the Company to be untrue or inaccurate in any material respect.

ARTICLE 7 — COVENANTS

7.1 Conduct of Business Pending Closing. From the Effective Date through the Effective Time, except as contemplated by this Agreement, as set forth on Schedule 7.1, or as Parent may consent in writing (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall:

(a) Conduct its business in the ordinary course consistent with past practice;

(b) Use commercially reasonable efforts to preserve its business organization, relationships with customers, suppliers, and employees, and goodwill;

(c) Not issue, sell, or authorize the issuance or sale of any shares, securities, or Convertible Securities;

(d) Not declare or pay any dividends or distributions to shareholders;

(e) Not enter into, amend, terminate, or waive any material right under any Material Contract;

(f) Not incur any indebtedness for borrowed money in excess of $[________________________________] in the aggregate;

(g) Not sell, lease, license, transfer, or otherwise dispose of any material assets outside the ordinary course;

(h) Not amend its articles of incorporation or bylaws;

(i) Not effect any merger, consolidation, recapitalization, or other business combination (other than as contemplated by this Agreement);

(j) Not make any capital expenditure or commitment in excess of $[________________________________] individually or $[________________________________] in the aggregate;

(k) Not change any material accounting method, practice, or policy, except as required by GAAP;

(l) Not make any material tax election, amend any material tax return, settle or compromise any material tax liability, or change any material method of tax accounting;

(m) Not hire or terminate any employee with annual compensation in excess of $[________________________________], or increase the compensation or benefits of any employee, except in the ordinary course;

(n) Not settle any litigation or claim involving payments in excess of $[________________________________]; and

(o) Promptly notify Parent of any Material Adverse Effect or any material breach of this Agreement.

7.2 Access to Information. The Company shall provide Parent and its representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the Company's books, records, properties, personnel, accountants, and legal counsel. All information obtained pursuant to this Section shall be subject to the confidentiality provisions of Section 7.10.

7.3 Shareholder Approval.

(a) The Company shall, as promptly as practicable after the Effective Date (and in any event within [____] days), call and hold a special meeting of the Company Shareholders (the "Shareholder Meeting") to vote on the approval of this Agreement and the Merger, in accordance with AS 10.06.544.

(b) Under AS 10.06.544, the Company must provide notice of the Shareholder Meeting to each shareholder of record, whether or not entitled to vote, not less than twenty (20) days before the meeting.

(c) The Company shall include in the notice (i) a copy or summary of the plan of merger, (ii) a statement of the right of shareholders to dissent under AS 10.06.574, and (iii) such other information as may be required by Law.

(d) The Required Shareholder Approval is the affirmative vote of the holders of at least [a majority / two-thirds] of the outstanding Company Shares entitled to vote thereon, as required by AS 10.06.546 and the Company's articles of incorporation.

7.4 Dissenters' Rights Compliance. The Company shall comply with all requirements of AS 10.06.574 through AS 10.06.582 regarding dissenters' rights, including:

(a) Providing proper notice to shareholders of their dissenters' rights as required by AS 10.06.544;

(b) Accepting and processing written objections from dissenting shareholders under AS 10.06.576;

(c) Making timely offers and payments to dissenting shareholders under AS 10.06.578; and

(d) If the Company and a dissenting shareholder cannot agree on the fair value of the shares, permitting the matter to be resolved by court proceedings as provided by AS 10.06.580 and AS 10.06.582.

7.5 Board Recommendation. Subject to its fiduciary duties under applicable Law, the Board of Directors of the Company shall recommend that the Company Shareholders approve the Merger and shall not withdraw, modify, or qualify such recommendation in any manner adverse to Parent.

7.6 No Solicitation.

(a) From the Effective Date until the earlier of the Closing or the termination of this Agreement, the Company shall not, and shall cause its officers, directors, employees, agents, and representatives not to, directly or indirectly, (i) solicit, initiate, encourage, or facilitate any inquiry, proposal, or offer relating to an acquisition of the Company or any of its material assets (an "Acquisition Proposal"), (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) provide any non-public information to any Person in connection with any Acquisition Proposal, or (iv) enter into any letter of intent, agreement in principle, or definitive agreement relating to any Acquisition Proposal.

(b) Fiduciary Out. Notwithstanding Section 7.6(a), the Board may respond to an unsolicited bona fide written Acquisition Proposal if the Board determines in good faith, after consultation with outside legal counsel and a financial advisor, that (i) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, and (ii) failure to respond would be inconsistent with its fiduciary duties under applicable Law. "Superior Proposal" means a bona fide written proposal that the Board determines, in its good faith judgment (after consultation with outside legal counsel and a financial advisor), to be more favorable to the Company Shareholders than the transactions contemplated by this Agreement, taking into account all relevant legal, financial, regulatory, and other factors.

7.7 Regulatory Filings. The Parties shall cooperate in making all required filings with Governmental Authorities and shall use commercially reasonable efforts to obtain all required approvals, consents, and authorizations as promptly as practicable.

7.8 Employee Matters. For a period of [____] months following the Effective Time, Parent shall cause the Surviving Corporation to provide employees of the Company who remain employed after the Closing with compensation and benefits that are, in the aggregate, substantially comparable to those provided by the Company immediately prior to the Effective Time. Parent shall give credit to such employees for their years of service with the Company for purposes of eligibility, vesting, and benefit accrual under any benefit plans of Parent or the Surviving Corporation.

7.9 Indemnification of Directors and Officers. For a period of [____] years following the Effective Time, Parent shall cause the Surviving Corporation to honor all indemnification obligations to former directors and officers of the Company, consistent with AS 10.06.490 and the Company's existing articles of incorporation and bylaws. Parent shall cause the Surviving Corporation to maintain directors' and officers' liability insurance covering acts and omissions occurring at or prior to the Effective Time, with coverage and amounts no less favorable than the Company's existing policy, for a period of [____] years after the Effective Time (or shall obtain a "tail" policy providing equivalent coverage).

7.10 Confidentiality. All non-public information exchanged by the Parties in connection with this Agreement shall remain subject to the terms of the confidentiality agreement dated [__/__/____] between the Company and Parent (the "Confidentiality Agreement"), which is incorporated herein by reference.

7.11 Further Assurances. Each Party shall execute and deliver such additional documents and instruments and take such further actions as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

7.12 Notification of Certain Matters. From the Effective Date through the Closing, each Party shall promptly notify the other Parties of (a) any event, condition, or circumstance that would reasonably be expected to cause any representation or warranty to become untrue in any material respect, (b) any material breach of any covenant or obligation, and (c) any notice from any Governmental Authority or third party relating to the Merger.

ARTICLE 8 — CONDITIONS TO CLOSING

8.1 Conditions to All Parties' Obligations. The obligations of all Parties to consummate the Merger are subject to satisfaction (or waiver by all Parties) of the following conditions:

(a) The Required Shareholder Approval shall have been obtained;

(b) No Law, order, injunction, or decree of any Governmental Authority shall prohibit, restrain, or make illegal the consummation of the Merger;

(c) All required regulatory approvals and consents shall have been obtained; and

(d) The Articles of Merger shall be in proper form for filing with the Commissioner.

8.2 Conditions to Parent's and Merger Sub's Obligations. The obligations of Parent and Merger Sub are additionally subject to satisfaction (or waiver by Parent) of the following conditions:

(a) The representations and warranties of the Company set forth in Sections 5.1 (Organization), 5.3 (Capitalization), 5.4 (Authority), and 5.21 (Brokers) (collectively, the "Company Fundamental Representations") shall be true and correct in all respects (other than de minimis inaccuracies) as of the Effective Date and as of the Closing Date as though made on the Closing Date;

(b) All other representations and warranties of the Company shall be true and correct in all respects (without giving effect to any "material," "materiality," or "Material Adverse Effect" qualifiers) as of the Effective Date and as of the Closing Date as though made on the Closing Date, except where the failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect;

(c) The Company shall have performed in all material respects all covenants and obligations required to be performed by it under this Agreement at or prior to the Closing;

(d) Since the Effective Date, there shall not have occurred any Material Adverse Effect with respect to the Company;

(e) Dissenting Shares shall not exceed [____]% of the outstanding Company Shares;

(f) Parent shall have received a certificate from an executive officer of the Company certifying satisfaction of the conditions in Sections 8.2(a) through 8.2(d);

(g) All material third-party consents listed on Schedule 5.5 shall have been obtained; and

(h) The Company shall have delivered the closing deliverables set forth in Section 9.1.

8.3 Conditions to the Company's Obligations. The obligations of the Company are additionally subject to satisfaction (or waiver by the Company) of the following conditions:

(a) The representations and warranties of Parent and Merger Sub shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on the Closing Date;

(b) Parent and Merger Sub shall have performed in all material respects all covenants and obligations required to be performed by them under this Agreement at or prior to the Closing;

(c) Parent shall have deposited the aggregate Merger Consideration (less the Indemnification Escrow Amount) with the Paying Agent;

(d) The Company shall have received a certificate from an executive officer of Parent certifying satisfaction of the conditions in Sections 8.3(a) and 8.3(b); and

(e) Parent and Merger Sub shall have delivered the closing deliverables set forth in Section 9.2.

ARTICLE 9 — CLOSING DELIVERABLES

9.1 Company Deliverables. At or prior to the Closing, the Company shall deliver (or cause to be delivered) to Parent the following:

(a) A certificate of an executive officer of the Company certifying that the conditions set forth in Sections 8.2(a) through 8.2(d) have been satisfied (the "Company Officer Certificate");

(b) A certificate of the Secretary or Assistant Secretary of the Company certifying (i) the articles of incorporation and bylaws of the Company, as in effect at the Closing, (ii) resolutions of the Board of Directors approving this Agreement and the Merger, and (iii) resolutions of the Company Shareholders approving the Merger (the "Company Secretary Certificate");

(c) A certificate of good standing for the Company from the Alaska Division of Corporations, Business and Professional Licensing, dated within ten (10) days prior to the Closing Date;

(d) Certificates of good standing (or the equivalent) from each jurisdiction in which the Company is qualified to do business as a foreign corporation, dated within ten (10) days prior to the Closing Date;

(e) All third-party consents and approvals listed on Schedule 5.5;

(f) Payoff letters from each holder of indebtedness of the Company that is being repaid at or prior to the Closing, together with UCC-3 termination statements and other lien release documentation;

(g) A certificate complying with Treasury Regulation Section 1.1445-2(c)(3) certifying that the Company is not a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code (a "FIRPTA Certificate"), or if the Company is unable to deliver such certificate, a notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2);

(h) Written resignations, effective as of the Effective Time, of each director and officer of the Company as designated by Parent;

(i) Releases in form and substance reasonably satisfactory to Parent from each Person designated by Parent;

(j) The Estimated Closing Statement pursuant to Section 3.6(a);

(k) A legal opinion of counsel to the Company addressed to Parent, in form and substance reasonably satisfactory to Parent, covering such matters as Parent may reasonably request;

(l) A bring-down certificate of an executive officer of the Company, dated as of the Closing Date, confirming the accuracy of the representations and warranties of the Company as of the Closing Date; and

(m) Such other documents, instruments, and certificates as Parent may reasonably request to consummate the transactions contemplated by this Agreement.

9.2 Parent and Merger Sub Deliverables. At or prior to the Closing, Parent and Merger Sub shall deliver (or cause to be delivered) to the Company the following:

(a) A certificate of an executive officer of Parent certifying that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied (the "Parent Officer Certificate");

(b) A certificate of the Secretary or Assistant Secretary of each of Parent and Merger Sub certifying (i) the organizational documents of such entity, as in effect at the Closing, and (ii) resolutions of the board of directors (and sole shareholder, in the case of Merger Sub) approving this Agreement and the Merger;

(c) Evidence of the deposit of the aggregate Merger Consideration (less the Indemnification Escrow Amount) with the Paying Agent;

(d) A certificate of good standing for Merger Sub from the Alaska Division of Corporations, dated within ten (10) days prior to the Closing Date;

(e) The executed Escrow Agreement;

(f) A bring-down certificate of an executive officer of Parent, dated as of the Closing Date, confirming the accuracy of the representations and warranties of Parent and Merger Sub as of the Closing Date; and

(g) Such other documents, instruments, and certificates as the Company may reasonably request to consummate the transactions contemplated by this Agreement.

ARTICLE 10 — INDEMNIFICATION AND SURVIVAL

10.1 Indemnification by Company Shareholders. Subject to the limitations set forth in this Article 10, the Company Shareholders (pro rata based on their respective share of the aggregate Merger Consideration) shall indemnify, defend, and hold harmless Parent, the Surviving Corporation, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Parent Indemnified Parties") from and against all Losses arising out of or resulting from:

(a) Any breach of or inaccuracy in any representation or warranty of the Company set forth in Article 5 (as determined without giving effect to any "material," "materiality," or "Material Adverse Effect" qualifiers for purposes of determining the amount of Losses, but not for purposes of determining whether a breach has occurred);

(b) Any breach of any covenant or agreement of the Company set forth in this Agreement required to be performed at or prior to the Closing;

(c) Any Transaction Expenses to the extent not paid at or prior to the Closing;

(d) Any liability for taxes of the Company attributable to any pre-Closing tax period (or the pre-Closing portion of any Straddle Period, as defined below); and

(e) The matters set forth on Schedule 10.1(e) (the "Special Indemnities").

10.2 Indemnification by Parent. Subject to the limitations set forth in this Article 10, Parent shall indemnify, defend, and hold harmless the Company Shareholders and the Shareholder Representative (collectively, the "Shareholder Indemnified Parties") from and against all Losses arising out of or resulting from:

(a) Any breach of or inaccuracy in any representation or warranty of Parent or Merger Sub set forth in Article 6; and

(b) Any breach of any covenant or agreement of Parent or Merger Sub set forth in this Agreement.

10.3 Indemnification Escrow.

(a) At the Closing, an amount equal to $[________________________________] (the "Indemnification Escrow Amount"), representing [____]% of the aggregate Merger Consideration, shall be deposited with the Escrow Agent pursuant to the Escrow Agreement to secure the indemnification obligations of the Company Shareholders under this Article 10.

(b) The Indemnification Escrow Amount shall be the first source of recovery for Losses of the Parent Indemnified Parties under this Article 10 (subject to the limitations set forth herein).

(c) The Indemnification Escrow Amount (less any amounts paid or reserved for pending indemnification claims) shall be released to the Shareholder Representative for distribution to the Company Shareholders on the date that is [____] months after the Closing Date (the "Escrow Release Date"); provided, that an amount sufficient to satisfy any pending but unresolved indemnification claims shall remain in escrow until final resolution of such claims.

10.4 Indemnification Basket.

(a) Deductible Basket / Tipping Basket (select one):

☐ Deductible Basket. No indemnification shall be payable by the Company Shareholders under Section 10.1(a) unless and until the aggregate amount of Losses exceeds $[________________________________] (the "Basket"), in which case the Company Shareholders shall be liable only for the amount of Losses in excess of the Basket.

☐ Tipping Basket (First Dollar). No indemnification shall be payable by the Company Shareholders under Section 10.1(a) unless and until the aggregate amount of Losses exceeds $[________________________________] (the "Basket"), in which case the Company Shareholders shall be liable for all Losses from the first dollar (not merely the excess over the Basket).

(b) Mini-Basket. No individual claim for Losses shall be counted toward the Basket unless such individual claim exceeds $[________________________________] (the "Mini-Basket"), in which case the full amount of such claim (not merely the excess over the Mini-Basket) shall be counted toward the Basket.

(c) Exceptions. The Basket and Mini-Basket limitations shall not apply to Losses arising from (i) breaches of any Company Fundamental Representation, (ii) fraud or intentional misrepresentation, (iii) the Special Indemnities set forth on Schedule 10.1(e), or (iv) breaches of covenants under Sections 10.1(b) through 10.1(d).

10.5 Indemnification Cap.

(a) The maximum aggregate indemnification liability of the Company Shareholders under Section 10.1(a) (other than with respect to breaches of Company Fundamental Representations) shall not exceed $[________________________________] (the "General Cap"), representing [____]% of the aggregate Merger Consideration.

(b) The maximum aggregate indemnification liability of the Company Shareholders for breaches of Company Fundamental Representations shall not exceed the aggregate Merger Consideration (the "Fundamental Cap").

(c) Exceptions to Cap. The General Cap and Fundamental Cap shall not apply to Losses arising from (i) fraud or intentional misrepresentation, (ii) the Special Indemnities set forth on Schedule 10.1(e), which shall be subject to a separate cap of $[________________________________], or (iii) breaches of covenants under Sections 10.1(b) through 10.1(d).

10.6 Indemnification Claims Procedures.

(a) Notice of Claim. Any Parent Indemnified Party or Shareholder Indemnified Party seeking indemnification (the "Indemnified Party") shall promptly (and in any event within thirty (30) days after becoming aware of the facts giving rise to such claim) deliver written notice to the indemnifying party (the "Indemnifying Party") specifying in reasonable detail (i) the nature of the claim, (ii) the factual basis for the claim, and (iii) the estimated amount of Losses (if then ascertainable) (a "Claim Notice"). Failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is actually and materially prejudiced by such failure.

(b) Defense of Third-Party Claims. If any claim or action is brought by a third party against an Indemnified Party (a "Third-Party Claim"), the Indemnifying Party shall have the right, at its sole expense, to assume the defense of such Third-Party Claim by delivering written notice to the Indemnified Party within thirty (30) days after receipt of the Claim Notice. If the Indemnifying Party assumes the defense:

(i) The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party;

(ii) The Indemnified Party shall have the right to participate in the defense at its own expense;

(iii) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld), unless such settlement (A) includes a complete and unconditional release of the Indemnified Party, (B) does not impose any injunctive or other equitable relief on the Indemnified Party, and (C) does not involve an admission of liability by the Indemnified Party.

(c) Failure to Assume Defense. If the Indemnifying Party does not timely assume the defense of a Third-Party Claim, the Indemnified Party may defend such claim in the manner it deems appropriate, and the Indemnifying Party shall be liable for all reasonable costs and expenses (including attorneys' fees) incurred by the Indemnified Party in connection therewith.

(d) Direct Claims. Any claim that is not a Third-Party Claim (a "Direct Claim") shall be asserted by delivering a Claim Notice to the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to respond. If the Indemnifying Party does not respond within such period, the Indemnifying Party shall be deemed to have accepted the claim.

(e) Setoff Rights. Parent shall have the right to setoff any amounts owed to the Company Shareholders (including any post-closing adjustment payments under Section 3.6 or escrow releases under Section 10.3) against any Losses for which Parent Indemnified Parties are entitled to indemnification under this Article 10, upon delivery of written notice to the Shareholder Representative specifying the amounts to be setoff.

(f) Mitigation. Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which it seeks indemnification under this Article 10.

(g) Tax Treatment. All indemnification payments shall be treated as adjustments to the Merger Consideration for tax purposes, unless otherwise required by applicable Law.

(h) No Double Recovery. No Indemnified Party shall be entitled to recover the same Loss more than once, and Losses shall be reduced by (i) any insurance proceeds actually received by the Indemnified Party and (ii) any tax benefit actually realized by the Indemnified Party as a result of such Loss.

10.7 Exclusive Remedy. Except in the case of fraud or intentional misrepresentation, and except for claims for specific performance under Article 12, the indemnification provisions of this Article 10 shall be the sole and exclusive remedy of the Parties and their respective Affiliates for any breach of any representation, warranty, covenant, or agreement contained in this Agreement or any certificate delivered hereunder, and no Party shall have any other right or remedy at law or in equity with respect to any such breach.

10.8 Survival.

(a) The representations and warranties of the Parties shall survive the Closing for a period of [____] months after the Closing Date (the "Survival Period") and shall thereafter expire and be of no further force or effect, except that:

(i) The Company Fundamental Representations and the representations and warranties of Parent and Merger Sub in Sections 6.1 (Organization), 6.2 (Authority), 6.6 (Brokers), and 6.8 (No Prior Operations) shall survive until the expiration of the applicable statute of limitations (plus sixty (60) days);

(ii) The representations and warranties in Section 5.12 (Tax Matters) shall survive until sixty (60) days after the expiration of the applicable statute of limitations for tax assessments;

(iii) The representations and warranties in Section 5.14 (Environmental Matters) shall survive for [____] months after the Closing Date; and

(iv) Claims based on fraud or intentional misrepresentation shall survive indefinitely.

(b) The covenants and agreements of the Parties shall survive the Closing indefinitely or, if a specific period is stated, for such period.

(c) No claim for indemnification may be brought after the expiration of the applicable survival period, except that any claim for which a Claim Notice has been properly delivered prior to the expiration of the applicable survival period may be pursued to final resolution.

ARTICLE 11 — TERMINATION

11.1 Termination Events. This Agreement may be terminated at any time prior to the Effective Time:

(a) By mutual written agreement of all Parties;

(b) By either the Company or Parent if the Closing has not occurred by [__/__/____] (the "Outside Date"); provided that the right to terminate under this Section 11.1(b) shall not be available to any Party whose material breach of this Agreement has been the principal cause of the failure of the Closing to occur by the Outside Date;

(c) By either the Company or Parent if a Governmental Authority issues a final, nonappealable order, decree, judgment, or injunction permanently prohibiting the Merger;

(d) By Parent if the Company Shareholders do not approve the Merger at the Shareholder Meeting (or any adjournment or postponement thereof);

(e) By Parent if (i) there has been a material breach by the Company of any representation, warranty, covenant, or agreement that would cause the conditions in Section 8.2 not to be satisfied, and (ii) such breach is not cured within [____] days after written notice thereof from Parent (or is incapable of cure by the Outside Date);

(f) By the Company if (i) there has been a material breach by Parent or Merger Sub of any representation, warranty, covenant, or agreement that would cause the conditions in Section 8.3 not to be satisfied, and (ii) such breach is not cured within [____] days after written notice thereof from the Company (or is incapable of cure by the Outside Date); or

(g) By the Company if the Board, in the exercise of its fiduciary duties and after compliance with Section 7.6, determines to accept a Superior Proposal, subject to Section 11.2.

11.2 Termination Fee. If this Agreement is terminated by the Company pursuant to Section 11.1(g), the Company shall pay to Parent a termination fee of $[________________________________] (the "Termination Fee"), which shall not exceed [____]% of the aggregate Merger Consideration, within three (3) Business Days after such termination. Payment of the Termination Fee shall be Parent's sole and exclusive remedy in the event of a termination under Section 11.1(g).

11.3 Effect of Termination. Upon valid termination of this Agreement, this Agreement shall become void and of no further force or effect, except that (a) Section 7.10 (Confidentiality), this Section 11.3, Article 12 (Specific Performance and Remedies), and Article 14 (General Provisions) shall survive termination, and (b) termination shall not release any Party from liability for fraud or willful and material breach of this Agreement prior to termination.

ARTICLE 12 — SPECIFIC PERFORMANCE AND REMEDIES

12.1 Specific Performance. The Parties acknowledge and agree that irreparable harm would occur if any provision of this Agreement were not performed in accordance with its terms and that monetary damages would not be an adequate remedy for any breach hereof. Accordingly, each Party shall be entitled to seek specific performance of the terms and provisions of this Agreement (including the obligation to consummate the Merger on the terms and subject to the conditions set forth herein), in addition to any other remedy to which such Party may be entitled at law or in equity.

12.2 Injunctive Relief. Each Party shall be entitled to seek an injunction, restraining order, or other equitable relief to prevent or remedy any breach or threatened breach of this Agreement, without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) demonstrating that monetary damages would be inadequate. The right to seek equitable relief shall be in addition to, and not in lieu of, any other rights or remedies available to the Parties.

12.3 Cumulative Remedies. Except as expressly limited by Section 10.7 (Exclusive Remedy), all rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity.

12.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, including the Alaska Corporations Code (AS 10.06), without giving effect to any choice-of-law or conflict-of-law provision.

12.5 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Alaska (including the Superior Court for the Third Judicial District at Anchorage and the United States District Court for the District of Alaska) for the resolution of any dispute arising out of or relating to this Agreement, and each Party irrevocably waives any objection to such venue on the basis of inconvenient forum or otherwise.

12.6 Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.7 Attorneys' Fees. In any action, suit, or proceeding to enforce this Agreement, the substantially prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs of litigation from the non-prevailing Party.

ARTICLE 13 — POST-CLOSING COVENANTS

13.1 Record Retention. For a period of [____] years following the Closing Date, Parent shall cause the Surviving Corporation to retain all books, records, files, and documents of the Company in existence as of the Closing Date. If Parent or the Surviving Corporation proposes to destroy any such records after such retention period, Parent shall first provide thirty (30) days' prior written notice to the Shareholder Representative and shall permit the Shareholder Representative to take possession of such records at the Shareholder Representative's expense.

13.2 Employee Transition. Parent shall cooperate with the Company Shareholders and the Shareholder Representative in providing information reasonably necessary for the Company Shareholders to comply with any tax filing or reporting obligations arising from the Merger. For a period of [____] months after the Closing, Parent shall use commercially reasonable efforts to maintain the employment of the Company's employees on terms substantially comparable to those in effect immediately prior to the Closing, subject to Section 7.8.

13.3 Non-Competition and Non-Solicitation. [If applicable, and subject to negotiation:]

☐ For a period of [____] years following the Closing Date, each of the Company Shareholders who received more than [____]% of the aggregate Merger Consideration (the "Restricted Shareholders") shall not, directly or indirectly, (a) engage in, own, manage, or operate any business that competes with the business of the Company in Alaska or [________________________________] (the "Restricted Territory"), or (b) solicit, recruit, hire, or attempt to hire any employee of the Surviving Corporation or any of its Affiliates.

13.4 Tax Cooperation.

(a) After the Closing, the Parties shall cooperate fully in the preparation and filing of all tax returns relating to the Company for any pre-Closing tax period and shall provide each other with all information and records reasonably necessary therefor.

(b) Straddle Periods. For any tax period that begins on or before and ends after the Closing Date (a "Straddle Period"), taxes attributable to the pre-Closing portion shall be determined on a closing-of-the-books basis as of the Closing Date (except for property, ad valorem, and similar taxes, which shall be prorated on a daily basis).

(c) Neither Parent nor the Surviving Corporation shall amend any tax return of the Company for any pre-Closing tax period or make any tax election with retroactive effect to any pre-Closing tax period without the prior written consent of the Shareholder Representative (not to be unreasonably withheld).

13.5 Release of Claims. Effective as of the Closing, each Company Shareholder who receives Merger Consideration hereby releases and discharges the Company, the Surviving Corporation, and their respective officers, directors, employees, and agents from any and all claims, demands, and causes of action arising out of or relating to such Person's status as a shareholder of the Company, except for (a) claims arising under this Agreement, (b) accrued and unpaid compensation or benefits, and (c) claims for indemnification under the Company's articles of incorporation or bylaws.

ARTICLE 14 — GENERAL PROVISIONS

14.1 Notices. All notices, demands, and other communications hereunder shall be in writing and shall be deemed duly given (a) when delivered personally, (b) when sent by certified mail, return receipt requested, postage prepaid, (c) one (1) Business Day after deposit with a nationally recognized overnight courier, or (d) upon confirmation of receipt when sent by email (provided that a copy is also sent by one of the other methods), to the addresses set forth below (or as may be changed by written notice):

If to the Company (prior to Closing) or the Shareholder Representative (after Closing):
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]

If to Parent:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]

If to Merger Sub:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]

14.2 Entire Agreement. This Agreement, together with all Exhibits, Schedules, and the Company Disclosure Schedules, the Confidentiality Agreement, and the Escrow Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, and representations.

14.3 Amendment. This Agreement may be amended or modified only by a written instrument duly executed by all Parties.

14.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party making such waiver. No waiver of any breach shall constitute a waiver of any subsequent breach.

14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.6 Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of all other Parties; provided, that Parent may assign its rights (but not its obligations) to any Affiliate of Parent without the consent of the other Parties.

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

14.8 Third-Party Beneficiaries. Except for (a) the Parent Indemnified Parties and the Shareholder Indemnified Parties (with respect to Article 10), (b) the former directors and officers of the Company (with respect to Section 7.9), and (c) the Shareholder Representative, no Person that is not a Party shall have any rights or remedies under this Agreement.

14.9 Shareholder Representative.

(a) Each Company Shareholder, by virtue of receiving the Merger Consideration, hereby irrevocably appoints the Shareholder Representative as such shareholder's agent and attorney-in-fact to act on such shareholder's behalf in connection with all matters arising under this Agreement, including (i) giving and receiving notices, (ii) making and responding to indemnification claims, (iii) resolving disputes regarding the working capital adjustment, (iv) negotiating and consenting to amendments to this Agreement, and (v) taking all other actions contemplated by this Agreement.

(b) Parent and the Surviving Corporation shall be entitled to rely on any action taken by the Shareholder Representative as binding on all Company Shareholders.

14.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including PDF and DocuSign) shall be deemed originals for all purposes.

14.11 Expenses. Except as otherwise expressly provided herein, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. All Transaction Expenses of the Company that remain unpaid as of the Closing shall be paid by Parent at Closing and treated as a reduction to the Merger Consideration.

14.12 Interpretation. (a) The headings in this Agreement are for reference only and shall not affect its interpretation. (b) The terms "herein," "hereof," and "hereunder" refer to this Agreement as a whole. (c) The terms "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." (d) References to dollars or "$" mean United States dollars.

14.13 Schedules and Exhibits.

ARTICLE 15 — EXECUTION

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

COMPANY:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PARENT:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

MERGER SUB:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SHAREHOLDER REPRESENTATIVE:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

ALASKA-SPECIFIC PRACTICE NOTES

Merger Procedures Under the Alaska Corporations Code (AS 10.06)

The Alaska Corporations Code (AS 10.06) governs the merger process for Alaska domestic corporations:

• AS 10.06.530 — Two or more domestic corporations may merge into one of such corporations.
• AS 10.06.532 — A plan of merger must be approved by a resolution of the board of each corporation and shall include: (i) the terms and conditions of the merger, (ii) the manner and basis of converting shares of each merging corporation, (iii) changes in the articles of incorporation of the surviving corporation, and (iv) other provisions considered necessary or desirable.
• AS 10.06.542 — Prohibits disparate treatment of shares of the same class or series (with limited exceptions).
• AS 10.06.544 — Requires notice to shareholders, whether or not entitled to vote, at least 20 days before the shareholder meeting.
• AS 10.06.546 — Specifies the manner of approval by shareholders.
• AS 10.06.552 — Articles of merger (in original and exact copy) must be delivered to the Commissioner for processing and issuance of a certificate of merger.
• AS 10.06.560 — A merger is effective upon the issuance of a certificate of merger by the Commissioner, or on a later date (not more than 30 days after such issuance) as provided in the plan of merger. Upon effectiveness, the shares of the corporations party to the plan that are to be converted cease to exist.
• AS 10.06.562 — Permits merger between domestic and foreign corporations if permitted by the laws of each foreign corporation's jurisdiction.

Alaska Entity Transactions Act (AS 10.55) — Alternative Pathway

Alaska also provides an alternative statutory framework under the Alaska Entity Transactions Act (AS 10.55):

• AS 10.55.201 — Authorizes mergers between one or more domestic entities and one or more domestic or foreign entities. Two or more foreign entities may also merge into a domestic entity.
• AS 10.55.202 — Sets forth the requirements for a plan of merger.
• AS 10.55.203 — Establishes approval requirements, including approval by vote of interest holders.
• AS 10.55.204 — Permits amendment or abandonment of a plan of merger before the statement of merger becomes effective.
• AS 10.55.205 — A statement of merger must be signed on behalf of each merging entity and filed with the department. A plan of merger signed by all merging entities may be filed in lieu of a statement of merger. The statement of merger becomes effective on the date and time of filing (or a later date and time specified in the statement).
• AS 10.55.206 — Sets forth the effects of merger.

Practitioners should note that the Alaska Division of Corporations' Statement of Merger form (Form 08-564) references AS 10.55.201 through AS 10.55.206. For traditional mergers between Alaska business corporations, practitioners typically proceed under AS 10.06. For mergers involving mixed entity types (e.g., an LLC merging into a corporation), AS 10.55 may be the more appropriate pathway.

Dissenters' Rights

Alaska provides robust dissenters' rights for shareholders who object to a merger:

• AS 10.06.574 — Establishes the right of shareholders to dissent; does not apply to shareholders of the surviving corporation in a merger if a vote is not required.
• AS 10.06.576 — Dissenting shareholders must file a written objection before or at the shareholder meeting, including a notice of election to dissent, name and address, number of shares, and demand for payment of fair value.
• AS 10.06.578 — Within 15 days after the later of the dissent filing deadline or completion of the merger, the surviving corporation must make a written offer by certified mail to pay the estimated fair value.
• AS 10.06.580, AS 10.06.582 — If the parties cannot agree on fair value, either party may petition the court for determination.

Filing Requirements and Fees

• Articles of Merger (or Statement of Merger under AS 10.55) must be filed with the Alaska Division of Corporations, Business and Professional Licensing.
• The filing fee is $25.00 (non-refundable), payable to the State of Alaska.
• Mailing address: State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806.
• A Notice of Change of Officials must be filed if the merger results in a change of an official, director, shareholder, or percentage owned (per AS 10.06.813).
• The Statement of Merger will not be processed if a biennial report is due. Ensure all biennial reports are current before filing.
• Standard processing time for complete applications is approximately 10-15 business days.

SOURCES AND REFERENCES

• Alaska Corporations Code — Organic Change (AS 10.06.530-582): https://law.justia.com/codes/alaska/title-10/chapter-06/article-8/
• AS 10.06.552 — Filing of Articles of Merger: https://law.justia.com/codes/alaska/title-10/chapter-06/article-8/section-10-06-552/
• AS 10.06.560 — Effective Date and Effect of Merger: https://codes.findlaw.com/ak/title-10-corporations-and-associations/ak-st-sect-10-06-560/
• Alaska Entity Transactions Act — Merger (AS 10.55.201-206): https://law.justia.com/codes/alaska/title-10/chapter-55/article-2/
• AS 10.55.205 — Statement of Merger; Effective Date: https://law.justia.com/codes/alaska/title-10/chapter-55/article-2/section-10-55-205/
• Alaska Dissenters' Rights (AS 10.06.574-582): https://law.justia.com/codes/alaska/title-10/chapter-06/article-8/section-10-06-574/
• Alaska Division of Corporations — Forms and Fees: https://www.commerce.alaska.gov/web/cbpl/Corporations/CorpFormsFees.aspx
• Alaska Statement of Merger Form (08-564): https://www.commerce.alaska.gov/web/Portals/5/pub/08-0564.pdf
• Harbor Compliance — Alaska Certificate of Merger: https://www.harborcompliance.com/alaska-statement-certificate-of-merger

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Merger transactions involve complex statutory requirements and should be supervised by experienced legal counsel licensed in Alaska. Laws and filing requirements are subject to change; practitioners should verify all citations and fees with the Alaska Division of Corporations before filing.