Agreement and Plan of Merger Sample Contracts

Resolute Energy Corp – Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CIMAREX RESOLUTE LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF NOVEMBER, A.D. 2018, AT 7:27 O`CLOCK P.M. CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "CR SUB 2 LLC" TO "CIMAREX RESOLUTE LLC", FILED THE FIRST DAY OF MARCH, A.D. 2019, AT 8:41 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATE (March 1st, 2019)
Univar Inc. – AMENDMENT NO. 4, dated as of February 28, 2019 (this “Amendment”), to the Credit Agreement dated as of July 1, 2015, among UNIVAR USA INC., a Washington corporation (the “Borrower”), UNIVAR INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the other parties from time to time party thereto (as amended, restated, modified and supplemented from time to time prior to the effectiv (March 1st, 2019)

CREDIT AGREEMENT, dated as of July 1, 2015 (as amended by Amendment No. 1 on January 19, 2017, Amendment No. 2 on November 28, 2017, Amendment No. 3 on February 23, 2019 and Amendment No. 4 on February 28, 2019), among UNIVAR USA INC., a Washington corporation (the “Borrower”), UNIVAR INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).

Farfetch Ltd – AGREEMENT AND PLAN OF MERGER (March 1st, 2019)
TransMontaigne Partners LLC – State of Delaware Secretary of State Division of Corporations Delivered 03:14PM 02n6/2019 FILED 03:14PM 02n6/2019 SR 20191429195 - File Number 3898774 CERTIFICATE OF MERGER MERGING TRANSMONTAIGNE GP L.L.C. a Delaware limited liability company WITH AND INTO TRANSMONTAIGNE PARTNERS LLC a Delaware limited liability company Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned hereby certifies the following as ofFebruary 26, 2019: FIRST: LLC. The name of the surviving limited liability company is TransMontaigne Partners SECOND: The name of the limited l (February 28th, 2019)

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized officer as of the date first set forth above.

TransMontaigne Partners LLC – AGREEMENT AND PLAN OF MERGER (February 28th, 2019)

THIS AGREEMENT OF MERGER, dated as of February 26, 2019 (this “Agreement”), is entered into by and between TransMontaigne Partners LLC, a Delaware limited liability company (“TLP LLC”), and TransMontaigne GP L.L.C., a Delaware limited liability company (“GP”).

Heartland Financial Usa Inc – AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 16, 2019 BY AND BETWEEN HEARTLAND FINANCIAL USA, INC. AND (February 27th, 2019)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2019, is made and entered into by and between Heartland Financial USA, Inc., a Delaware corporation (“Heartland”), and Blue Valley Ban Corp., a Kansas corporation (“BVBC”).

Spark Therapeutics, Inc. – AGREEMENT AND PLAN OF MERGER by and among ROCHE HOLDINGS, INC., 022019 MERGER SUBSIDIARY, INC. and SPARK THERAPEUTICS, INC. Dated as of February 22, 2019 (February 25th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 22, 2019, by and among: Roche Holdings, Inc., Delaware corporation (“Parent”); 022019 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Spark Therapeutics, Inc., a Delaware corporation (the “Company”).

One World Pharma, Inc. – AGREEMENT AND PLAN OF MERGER by and among ONE WORLD PHARMA, INC., OWP MERGER SUBSIDIARY, INC. and OWP VENTURES, INC. February 21, 2019 (February 25th, 2019)

THIS AGREEMENT AND PLAN OF MERGER is entered into as of February 21, 2019 by and among ONE WORLD PHARMA, INC., a Nevada corporation (“Parent”), OWP MERGER SUBSIDIARY, INC, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and OWP VENTURES, INC., a Delaware corporation (the “Company”).

Carrols Restaurant Group, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of February 19, 2019 Among CARROLS RESTAURANT GROUP, INC., CARROLS HOLDCO INC., GRC MERGERSUB INC., GRC MERGERSUB LLC, CAMBRIDGE FRANCHISE PARTNERS, LLC CAMBRIDGE FRANCHISE HOLDINGS, LLC and NEW CFH, LLC (February 25th, 2019)

This AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2019 (this “Agreement”), is entered into by and among CARROLS RESTAURANT GROUP, INC., a Delaware corporation (“Carrols”), CARROLS HOLDCO INC., a Delaware corporation and a wholly owned subsidiary of Carrols (“NewCRG”), GRC MERGERSUB INC., a Delaware corporation and a wholly owned subsidiary of NewCRG (“Carrols Merger Sub”), GRC MERGERSUB LLC, a Delaware limited liability company and a wholly owned subsidiary of NewCRG (“Carrols CFP Merger Sub” and, together with Carrols Merger Sub, the “Merger Subs”), CAMBRIDGE FRANCHISE PARTNERS, LLC, a Delaware limited liability company (“CFP”), CAMBRIDGE FRANCHISE HOLDINGS, LLC, a Delaware limited liability company and a wholly owned subsidiary of CFP (the “LLC Member”), and NEW CFH, LLC, a Delaware limited liability company and a wholly owned subsidiary of the LLC Member (the “LLC” and, together with CFP and the LLC Member, the “CFP Entities” and each, a “CFP Entity”). Certain capitalized

MULTI COLOR Corp – AGREEMENT AND PLAN OF MERGER among W/S PACKAGING HOLDINGS, INC., MONARCH MERGER CORPORATION and MULTI-COLOR CORPORATION Dated as of February 24, 2019 (February 25th, 2019)

AGREEMENT AND PLAN OF MERGER, dated as of February 24, 2019 (this “Agreement”), is made by and among W/S Packaging Holdings, Inc., a Delaware corporation (“Parent”), Monarch Merger Corporation, an Ohio corporation and a wholly-owned subsidiary of Parent (“Sub”), and Multi-Color Corporation, an Ohio corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.

American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, ARC ACQUISITION CORP., and EMPIRE KENTUCKY LAND, INC. Dated as of February 20, 2019 AGREEMENT AND PLAN OF MERGER (February 22nd, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 20th day of February, 2019, and made effective as of February 12, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“Parent”), ARC ACQUISITION CORP., an Indiana corporation (“Merger Sub”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

Instructure Inc – AGREEMENT AND PLAN OF MERGER (February 21st, 2019)
Immune Design Corp. – AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019 (February 21st, 2019)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Tyler Technologies Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG TYLER TECHNOLOGIES, INC., TMP SUBSIDIARY, INC., MP HOLDINGS PARENT, INC., AND THE REPRESENTATIVE IDENTIFIED HEREIN DATED AS OF JANUARY 31, 2019 (February 20th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 31, 2019, by and among (i) Tyler Technologies, Inc., a Delaware corporation (“Parent”), (ii) TMP Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) MP Holdings Parent, Inc., a Delaware corporation (the “Company”), and (iv) Arlington Capital Partners II, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XI.

Toro Co – AGREEMENT AND PLAN OF MERGER (February 15th, 2019)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 14, 2019 by and among The Toro Company, a Delaware corporation (“Parent”), Helix Company, Inc., an Oklahoma corporation and a wholly owned subsidiary of Parent (“Merger Sub”), The Charles Machine Works, Inc., an Oklahoma corporation (the “Company”), and Agent 186 LLC, an Oklahoma limited liability company, in its capacity as a Shareholders’ Agent hereunder.

American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

GTY Technology Holdings Inc. – AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Amendment No. 3 (this “Amendment”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2018 as amended on November 4, 2018 and on December 28, 2018, by and among CityBase, Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY Govtech, Inc. (f/k/a GTY Technology Holdings Inc.), a Massachusetts corporation (“Holdings”), GTY CB Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the CB Holders’ Representative, is effective as of February 12, 2019. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Equitrans Midstream Corp – AGREEMENT AND PLAN OF MERGER by and among EQUITRANS MIDSTREAM CORPORATION, EQUITRANS GATHERING HOLDINGS, LLC, EQUITRANS MIDSTREAM HOLDINGS, LLC, EQM GP CORPORATION, EQM MIDSTREAM PARTNERS, LP, EQM MIDSTREAM SERVICES, LLC, EQUITRANS MERGER SUB, LP, EQUITRANS TRANSACTION SUB GP, LLC, EQGP HOLDINGS, LP and EQGP SERVICES, LLC Dated as of February 13, 2019 (February 14th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 13, 2019 (the “Execution Date”), is entered into by and among Equitrans Midstream Corporation, a Pennsylvania corporation (“Parent”), Equitrans Gathering Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“EGH”), Equitrans Midstream Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“EMH”), EQM GP Corporation, a Delaware corporation and wholly owned subsidiary of EGH (“EQGP Corp”), EQM Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQM Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (the “EQM General Partner”), Equitrans Merger Sub, LP, a Delaware limited partnership and a wholly owned subsidiary of EQM (“Merger Sub”), Equitrans Transaction Sub GP, LLC, a Delaware limited liability company wholly owned by EQM and the general partner of Merger Sub (“Transaction Sub GP”), EQ

American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

EQM Midstream Partners, LP – AGREEMENT AND PLAN OF MERGER by and among EQUITRANS MIDSTREAM CORPORATION, EQUITRANS GATHERING HOLDINGS, LLC, EQUITRANS MIDSTREAM HOLDINGS, LLC, EQM GP CORPORATION, EQM MIDSTREAM PARTNERS, LP, EQM MIDSTREAM SERVICES, LLC, EQUITRANS MERGER SUB, LP, EQUITRANS TRANSACTION SUB GP, LLC, EQGP HOLDINGS, LP and EQGP SERVICES, LLC Dated as of February 13, 2019 (February 14th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 13, 2019 (the “Execution Date”), is entered into by and among Equitrans Midstream Corporation, a Pennsylvania corporation (“Parent”), Equitrans Gathering Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“EGH”), Equitrans Midstream Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“EMH”), EQM GP Corporation, a Delaware corporation and wholly owned subsidiary of EGH (“EQGP Corp”), EQM Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQM Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (the “EQM General Partner”), Equitrans Merger Sub, LP, a Delaware limited partnership and a wholly owned subsidiary of EQM (“Merger Sub”), Equitrans Transaction Sub GP, LLC, a Delaware limited liability company wholly owned by EQM and the general partner of Merger Sub (“Transaction Sub GP”), EQ

Ready Capital Corp – RICHARD SCARANTINO, Individually and On Behalf of All Others Similarly Situated, and Derivatively On Behalf of Owens Realty Mortgage, Inc. Milton, Pennsylvania 17847 Plaintiff, v. WILLIAM C. OWENS 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 INTHE CIRCUIT COURT FOR BALTIMORE CITY Case No. _ JURY TRIAL DEMANDED DENNIS GEORGE SCHMAL 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 -.., BRYANH.DRAPER 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 STEVEN DONALD HOVDE 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 - ANN MARIE MEHLUM 24 (February 14th, 2019)
Flir Systems Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG FLIR DETECTION, INC., ECHO ROBOTIC MERGER SUB, INC., ENDEAVOR ROBOTIC HOLDINGS, INC., THE REPRESENTATIVE IDENTIFIED HEREIN, AND SOLELY FOR PURPOSES OF SECTION 5.14, FLIR SYSTEMS, INC. DATED AS OF FEBRUARY 8, 2019 (February 13th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 7, 2019, by and among (i) FLIR Detection, Inc., a Delaware corporation (“Parent”), (ii) Echo Robotic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Endeavor Robotic Holdings, Inc., a Delaware corporation (the “Company”), (iv) Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”) and (v) solely for purposes of Section 5.14, FLIR Systems, Inc., an Oregon corporation (“Guarantor”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE X.

Bb&t Corp – AGREEMENT AND PLAN OF MERGER by and between SUNTRUST BANKS, INC. and BB&T CORPORATION Dated as of February 7, 2019 (February 13th, 2019)

AGREEMENT AND PLAN OF MERGER, dated as of February 7, 2019 (this “Agreement”), by and between SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), and BB&T Corporation, a North Carolina corporation (“BB&T”).

Suntrust Banks Inc – AGREEMENT AND PLAN OF MERGER by and between SUNTRUST BANKS, INC. and BB&T CORPORATION Dated as of February 7, 2019 (February 13th, 2019)

AGREEMENT AND PLAN OF MERGER, dated as of February 7, 2019 (this “Agreement”), by and between SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), and BB&T Corporation, a North Carolina corporation (“BB&T”).

MassRoots, Inc. – AGREEMENT AND PLAN OF MERGER (February 12th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of Febraury __, 2019, is entered into by and among MassRoots, Inc., a Delaware corporation (“Parent”), MassRoots Supply Chain, Inc., a Delaware corporation (“Merger Sub”), COWA Science Corporation, a Delaware corporation (“Company”), and Christopher Alameddin, an individual acting solely in his capacity as Stockholder Representative (“Stockholder Representative”).

Cas Medical Systems Inc – AGREEMENT AND PLAN OF MERGER by and among EDWARDS LIFESCIENCES HOLDING, INC., CROWN MERGER SUB, INC. and CAS MEDICAL SYSTEMS, INC., Dated as of February 11, 2019 (February 12th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2019, is made by and among Edwards Lifesciences Holding, Inc., a Delaware corporation (“Parent”), Crown Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CAS Medical Systems, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them in Appendix A: Definitions or otherwise defined herein.

Ellie Mae Inc – AGREEMENT AND PLAN OF MERGER by and among EM EAGLE PURCHASER, LLC EM EAGLE MERGER SUB, INC. and ELLIE MAE, INC. Dated as of February 11, 2019 (February 12th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 11, 2019, by and among EM Eagle Purchaser, LLC, a Delaware limited liability company (“Parent”), EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ellie Mae, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

Och-Ziff Capital Management Group LLC – AGREEMENT AND PLAN OF MERGER (February 11th, 2019)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding LLC, a Delaware limited liability company, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).

Zhang Bi – AMENDED AGREEMENT AND PLAN OF MERGER (AMENDMENT NO. 1) (February 11th, 2019)

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”

Och-Ziff Capital Management Group LLC – AGREEMENT AND PLAN OF MERGER (February 11th, 2019)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).

Och-Ziff Capital Management Group LLC – AGREEMENT AND PLAN OF MERGER (February 11th, 2019)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).

Cheng Yin-Chieh – AMENDED AGREEMENT AND PLAN OF MERGER (AMENDMENT NO. 1) (February 11th, 2019)

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the “Effective Date”), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“NOCERA”), Grand Smooth Inc Limited., a Hong Kong corporation (“GSI”), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong (“GSI”), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado (“Acquisition Sub”). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a “Party,” or collectively as the “Parties.”

EVO Transportation & Energy Services, Inc. – AMENDMENT To AGREEMENT And Plan of merger (February 7th, 2019)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made effective as of February 1, 2019, by and between EVO Transportation & Energy Services, Inc., a Delaware corporation (“Buyer”), Ursa Major Corporation, a Wisconsin corporation (the “Company”), EVO Merger Sub, Inc., a Wisconsin corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), John Lampsa, an individual resident of Wisconsin, and Ursula Lampsa, an individual resident of Wisconsin (together with John Lampsa, the “Equity Holders” and each, an “Equity Holder”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in in the Original Agreement (as defined below).

United Technologies Corp /De/ – Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”) by and among United Technologies Corporation (“UTC” and together with its subsidiaries, affiliates, and divisions, the “Company”), Riveter Merger Sub Corp. (“Merger Sub”), and Rockwell Collins, Inc. (“Rockwell”) dated as of September 4, 2017, pursuant to which Merger Sub will merge with and into Rockwell (the “Merger”), with Rockwell surviving as a wholly owned subsidiary of UTC. This letter (the “Letter”) memorializes our agreement regarding the terms of your employment with the Company and your related compensatio (February 7th, 2019)