From Merger Agreement

(5) All leases with an annual rent of more than $1.25 billion are now and will be in good condition on the day of the merger and not cancelled or not due to a late payment; (6) XYZ shall not make a decision by the Internal Value Commissioner (trying to obtain the XYZ to the best of its ability) before the date of the merger, which is satisfactory to XYZ and its lawyer; in such a way that XYZ, according to the internal income code as amended, has no profit or loss resulting from the merger of XYZ, and no profit or loss will be granted to XYZ shareholders (who do not sell any of their shares for a cash sale) as a result of their exchange of the XYZ share for shares of the ABC preferred share recognized in the series . and (ii) the ABC preferential action in the series “O” does not constitute a “section 306”; ou l`accord de fusion du ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 1. The guarantees and assurances of the other constituent company contained in this agreement are not, for the most part, valid on all the essential points at the time and time of the election; or the alliances contained in the other constituent society have not been fulfilled or fulfilled on all the essential points; or (5) The necessary measures for the merger by one of the constituent companies are introduced definitively or temporarily by a competent court; or representations and guarantees serve the buyer`s interests in three respects. This section confirms the buyer`s search for due diligence, prevents the buyer from concluding the acquisition if insurance and guarantees are false, and can compensate the buyer for damages resulting from misrepresentation. 2. The first annual meeting of the surviving company`s shareholders after the date of the merger is the annual meeting provided by the statutes of the surviving company for the year – the respective names of the landkreis and the city within the district in which the main establishment of the surviving company is to be located are indicated in the State of the State. , the street and the number of the main office, the name of the registered representative, at the time of the merger in accordance with Article 2 of the surviving company`s constitution. When the proposed merger is completed, all costs related to the implementation of the merger plan, unless otherwise agreed in writing between the constituent capital companies, are borne by the surviving company. If the merger is not completed, each of the constituent companies is liable for the costs it has incurred and who is responsible for it. 3. The first chief executives of the surviving company who mandate and are qualified until the election or appointment of their successors, or who, as stipulated in their statutes, are the senior executives of ABC immediately prior to the date of the merger.