40.1.3: M&A Agreement: LLC Acquired by a SPAC

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Abstract

This AGREEMENT AND PLAN OF MERGER, dated as of December __, 2007 (this "Agreement"), by and among XYZ, Inc. Acquisition Corporation, a Delaware corporation ("Parent"), [MERGER SUB], a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub"), ABC Holdings, LLC (dba [___________]), a Delaware limited liability company (the "Company") and each of the equityholders of the Company listed on the signature pages hereto (collectively, the "Sellers").