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Thursday, June 26, 2008

The Lawyer's Marriage Vows

Dearly beloved, Mr. Chairman, members of the board, and holders of fully-paid shares of all classes associated with voting rights, hereinafter referred to as "The Congregation"; whereas it is proposed, and as required by statute, seconded by no fewer than 2 individuals, at an extraordinary general meeting of all with full voting rights at which a quorum was present, that the two individuals before us all today, one Mr. Ian Geoffrey Bottlestripe, hereinafter referred to as "The Groom", and one Miss Elizabeth Hilary Bodyss, hereinafter referred to as "The Bride", shall be joined in a Merger traditionally and by common consent known as Holy Matrimony, hereinafter referred to as "The Marriage"; and whereas said Groom and said Bride are admittedly of consenting age (see Annex A: Proof of Age of Principals), and in consideration of the fact that one Mr. Humphrey Altwych Bodyss, hereinafter referred to as "The Father of The Bride", has given his full and considered consent to The Marriage (See Annex B: Disposition in favour of Mr. Ian Geoffrey Bottlestripe, in respect of the office of Husband in relation to Miss Elizabeth Hilary Bodyss), we are gathered here in the presence of a representative of the Australian Securities and Investments Commission (see Annex C: Attendance of interested parties), to prosecute the merger in full accordance with the provisions of The Mergers (Matrimonial Attachment) Act of 1957, pursuant to the wishes of the Groom and Bride.

Notice is now given that The Marriage shall proceed without further or undue delay, on this, the Eleventeenth Day of Octembruary, Two Thousand and Flirty in the year of our Incorporation; with the proviso that there shall be no dissenting motion presented to this Congregation within the allotted period of time immediately following, which shall be no greater than 1 minute and 30 seconds, and which motion shall be presented in written form, complete with supporting documentation, signed by the Proposer and witnessed by no less than two unrelated individuals, to either of the two ushers present, for subsequent conveyance to this Celebrant. In the event of such a motion being proposed, the proceedings shall be halted, the Celebrant and Principals shall step down, to be temporarily replaced by proxies elected by other members of the board currently present, who shall examine and verify the validity or otherwise of the motion, and who shall then, if the motion be found valid, conduct an inquiry into the substance of the objection contained in the supporting documentation, such inquiry to be adjudicated upon by a quorum of board members; in the event of the board being inquorate, a special general meeting shall be convened, at no less than two weeks' notice, at which a decision shall be handed down to the Celebrant, and thence to the Principals and other interested parties. If the motion be passed, the merger shall not go ahead in its presently-proposed form, and it shall be remitted to the shareholders for consideration, amendment if necessary, and either (i) resubmitted to the board for approval, or (ii) abandoned in its entirety, freeing the Principals to pursue other interests. If the motion be rejected, the merger shall proceed without further delay, as proposed.

Is there any motion of dissent...?

There being no such motion, the business at hand shall proceed as proposed.

Do you, Ian Geoffrey Bottlestripe, take Miss Elizabeth Hilary Bodyss to be your legally recognised partner in this Marriage; and do you confer upon her full and equal voting rights in all matters pertaining to the present and future business affairs of The Marriage, notwithstanding her normal rights at law; accepting individual, joint and several responsibility for all matters legally arising out of The Marriage; whether The Marriage be financially solvent or in a state of indebtedness to all and any third parties, including but not limited to banks, building societies, mutual and friendly societies, organic cooperatives, lending brokers (further including, but not limited to, pawnshops, payday lenders and thick-set gentlemen with dark eyeglasses and ill-fitting suits), families, friends and the Man In The Street; and do you agree to take equal responsibility for maintenance of the Body Corporate, in ill or favourable conditions, to the exclusion of any other unilateral private interest or association with any third party that has not been jointly agreed beforehand in writing, and which may be detrimental to the continued effective function of this Marriage, so long as you both pay taxes and submit full annual returns to any regulatory bodies, present or future?

[IGB indicates in the affirmative]

And do you, Miss Elizabeth Hilary Bodyss, take Ian Geoffrey Bottlestripe to be your legally recognised partner in this Marriage; and do you confer upon him full and equal voting rights in all matters pertaining to the present and future business affairs of The Marriage, notwithstanding his normal rights at law; accepting individual, joint and several responsibility for all matters legally arising out of The Marriage; whether The Marriage be financially solvent or in a state of indebtedness to all and any third parties, including but not limited to banks, building societies, mutual and friendly societies, organic cooperatives, lending brokers (further including, but not limited to, pawnshops, payday lenders and thick-set gentlemen with dark eyeglasses and ill-fitting suits), families, friends and the Man In The Street; and do you agree to take equal responsibility for maintenance of the Body Corporate, in ill or favourable conditions, to the exclusion of any other unilateral private interest or association with any third party that has not been jointly agreed beforehand in writing, and which may be detrimental to the continued effective function of this Marriage, so long as you both pay taxes and submit full annual returns to any regulatory bodies, present or future?

[EHB indicates in the affirmative]

With bilateral verbal agreement to the proposed merger having been reached, it remains only for the deal to be settled in writing and by personal union, and subsequently for me to declare the business to be concluded, and the merger finalised.

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