Prior to the merger date, XYZ conducts its business in a normal and ordinary manner and does not conduct transactions other than normal and ordinary transactions, unless planned. Without limiting the universality of the above provisions, ET XYZ does not authorize a subsidiary, unless ABC has provided for it in writing or otherwise in this agreement: in the event of a waiver of the merger pursuant to the above provisions, this agreement is null and void and has no effect without the companies spared, their shareholders or the executives or those responsible for this merger having no responsibility. with the exception of the obligation for each constituent company to bear its own expenses in accordance with this Article XI. Notwithstanding the authorization given to the shareholder and at any time prior to the submission of the agreement, the filing and registration of this Agreement may be deferred from time to time by mutual agreement between the respective boards of directors of each constituent company and, to the extent provided below in symbols (a), (c) and (d), the merger may be abandoned: (2) This agreement cannot be approved with the necessary votes of the shareholders of the constituent companies on or before the date or before the Or as a witness, the directors or the majority of them, of each of the constituent companies, duly signed their names under the corporate seal of their respective companies, all from the day and year written above. XYZ`s authorized capital consists of shares in the second cumulative preferred share, Pare value – per share not issued and awaiting repayment and (b) ____________Aktien common shares, par value per share of which ___________Aktien are currently issued, ___________Aktien are pending, __________Aktien are held in the XYZ Treasury and ___________Aktien are reserved for future issuance under current commitments. Section ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ et conformément à la section ___________ du droit, la société qui en résulte, après la présentation et l`enregistrement de l`accord de fusion entre XYZ et la société qui en a résulté, possède tous les pouvoirs et propriétés qui étaient auparavant possédés par XYZ. 3. Immediately after the date of the merger, the amount of capital of the surviving limited company represented by its outstanding shares pursuant to Article VII of this agreement is equal, for each common share, to the par value – per share – and the amount of the ABC preferred share in the series of “O” per share. (2) Without limitation of the general agreement, ABC`s limited stock option plan is a specific term of this agreement and the shareholder agreement that, on the date of the merger, the surviving company is effective and binding (a) ABC`s limited stock option plan as it enters into effect on the day of the merger. , and all stock options outstanding at the time of the merger granted and (b) all stock options outstanding on the date of the merger that are granted under XYZ`s [year] Limited Stock Options Incentive Plan and as part of the Incentive Plan for Qualified Stock Options adopted in [year].

Any ABC action reserved for the program under ABC`s share plan is a common share in proportion to the surviving company reserved for the same purpose.