Agreement and Plan of Merger Sample Contracts

AGREEMENT AND PLAN OF MERGER (February 24th, 2021)

This AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2016 (this “Agreement”), is by and among Columbia Pipeline Group, Inc., a Delaware corporation (“Parent”), Pony Merger Sub LLC, a Delaware limited liability company and a Subsidiary of Parent (“Merger Sub”), Columbia Pipeline Partners LP, a Delaware limited partnership (the “Partnership”) and CPP GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”). Certain capitalized terms used in this Agreement are defined in Article I.

Aaron's Company, Inc.AGREEMENT AND PLAN OF MERGER (February 23rd, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 1, 2020, is among Aaron’s, Inc., a Georgia corporation (“Aaron’s”), Aaron’s Holdings Company, Inc., a Georgia corporation and a wholly owned subsidiary of Aaron’s (“HoldCo”), and Aaron’s Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of HoldCo (“Merger Sub”).

Kaleyra, Inc.AGREEMENT AND PLAN OF MERGER dated as of February 18, 2021 by and among KALEYRA INC., VOLCANO MERGER SUB, INC., VIVIAL INC. and GSO SPECIAL SITUATIONS MASTER FUND LP, SOLELY IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE (February 23rd, 2021)
Churchill Capital Corp IVAGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP IV, AIR MERGER SUB, INC., and ATIEVA, INC. dated as of February 22, 2021 (February 23rd, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 22, 2021, by and among Churchill Capital Corp IV, a Delaware corporation (“SPAC”), Air Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”), and Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). SPAC, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in ‎Section 1.01.

Integra Lifesciences Holdings CorpAGREEMENT AND PLAN OF MERGER by and among Integra LifeSciences Holdings Corporation; ILS OCEAN 12-20 CORP.; ACell, INC.; and FORTIS ADVISORS LLC, as the Security holders’ Representative Dated as of December 15, 2020 (February 23rd, 2021)
Forterra, Inc.AGREEMENT AND PLAN OF MERGER among QUIKRETE HOLDINGS, INC. JORDAN MERGER SUB, INC. and FORTERRA, INC. Dated as of February 19, 2021 (February 22nd, 2021)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 19, 2021, among Quikrete Holdings, Inc., a Delaware corporation (“Parent”), Jordan Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Forterra, Inc., a Delaware corporation (the “Company”).

Osprey Technology Acquisition Corp.AGREEMENT AND PLAN OF MERGER dated as of February 17, 2021 by and among OSPREY TECHNOLOGY ACQUISITION CORP., OSPREY TECHNOLOGY MERGER SUB, INC., and BLACKSKY HOLDINGS, INC. (February 22nd, 2021)

This Agreement and Plan of Merger (this “Agreement”), dated as of February 17, 2021, is entered into by and among Osprey Technology Acquisition Corp., a Delaware corporation (“Acquiror”), Osprey Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and BlackSky Holdings, Inc., a Delaware corporation (the “Company”). Each of Acquiror, the Company and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Except as otherwise indicated, capitalized terms used shall have the meanings set forth in Article I of this Agreement.

Starboard Value Acquisition Corp.AGREEMENT AND PLAN OF MERGER by and among STARBOARD VALUE ACQUISITION CORP., MUNDO MERGER SUB 1, INC., MUNDO MERGER SUB 2, LLC, CYXTERA TECHNOLOGIES, INC. and MUNDO HOLDINGS, INC. dated as of February 21, 2021 (February 22nd, 2021)
First Mid Bancshares, Inc.FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (February 22nd, 2021)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is entered into as of the 21st day of February, 2021, by and among First Mid Bancshares, Inc., a Delaware corporation (“Parent”), Eval Sub Inc., a Missouri corporation and a wholly owned subsidiary of Parent (“Assignor”), Eval Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), LINCO Bancshares, Inc., a Missouri corporation (the “Company), and the holders of all outstanding shares of capital stock of the Company as identified on the signature pages hereto (collectively, the “Sellers).

Fortress Value Acquisition Corp. IIAGREEMENT AND PLAN OF MERGER by and among FORTRESS VALUE ACQUISITION CORP. II, FVAC MERGER CORP. II, and WILCO HOLDCO, INC. February 21, 2021 (February 22nd, 2021)

This Agreement and Plan of Merger is made and entered into as of February 21, 2021, by and among Fortress Value Acquisition Corp. II, a Delaware corporation (“Acquiror”), FVAC Merger Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub”) and Wilco Holdco, Inc., a Delaware corporation (the “Company”).

Rodgers Silicon Valley Acquisition CorpAGREEMENT AND PLAN OF MERGER by and among RODGERS SILICON VALLEY ACQUISITION CORP. RSVAC MERGER SUB INC., AND ENOVIX CORPORATION Dated as of February 22, 2021 (February 22nd, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2021, is entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Parent”), RSVAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Enovix Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.13.

NextGen Acquisition CorpAGREEMENT AND PLAN OF MERGER by and among NextGen Acquisition Corporation, SKY MERGER SUB I, INC. and Xos, INC. dated as of February 21, 2021 (February 22nd, 2021)

This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).

Sunnova Energy International Inc.AGREEMENT AND PLAN OF MERGER by and among SUNNOVA ENERGY INTERNATIONAL INC., MOONROAD LLC, SUNNOVA ENERGY CORPORATION, SUNSTREET ENERGY GROUP, LLC and LEN X, LLC Dated as of February 17, 2021 (February 19th, 2021)

THIS AGREEMENT AND PLAN OF MERGER, dated as of February 17, 2021 (this “Agreement”), is made and entered into by and among SUNNOVA ENERGY INTERNATIONAL INC., a Delaware corporation (“Acquiror”), SUNNOVA ENERGY CORPORATION, a Delaware corporation (“Acquiror OpCo”), MOONROAD LLC, a Delaware limited liability company (“Merger Sub”), SUNSTREET ENERGY GROUP, LLC, a Delaware limited liability company (the “Company”), and LEN X, LLC, a Florida limited liability company (“Member”) and the sole member of the Company. Acquiror, Merger Sub, the Company and Member are referred to herein as the “Parties”.

Apex Global Brands Inc.AGREEMENT AND PLAN OF MERGER (February 19th, 2021)

This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 16, 2021, by and among Apex Global Brands Inc., a Delaware corporation (the “Company”), Eugene Robin, solely with respect to Sections 2.09, 6.18, 6.22 and 6.23 and in his capacity as representative, agent and attorney-in-fact (the “Credit Party Representative”), Galaxy Universal LLC, a Delaware limited liability company (“Parent”), and Galaxy Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Rexnord CorpAGREEMENT AND PLAN OF MERGER among REGAL BELOIT CORPORATION PHOENIX 2021, INC. REXNORD CORPORATION AND LAND NEWCO, INC. Dated as of February 15, 2021 (February 19th, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 15, 2021, by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect subsidiary of Remainco (“Spinco”); (iii) Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”); and (iv) Phoenix 2021, Inc., a Delaware corporation and wholly owned subsidiary of RMT Partner (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Apex Global Brands Inc.AGREEMENT AND PLAN OF MERGER (February 19th, 2021)

This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 16, 2021, by and among Apex Global Brands Inc., a Delaware corporation (the “Company”), Eugene Robin, solely with respect to Sections 2.09, 6.18, 6.22 and 6.23 and in his capacity as representative, agent and attorney-in-fact (the “Credit Party Representative”), Galaxy Universal LLC, a Delaware limited liability company (“Parent”), and Galaxy Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Regal Beloit CorpAGREEMENT AND PLAN OF MERGER (February 19th, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 15, 2021, by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect subsidiary of Remainco (“Spinco”); (iii) Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”); and (iv) Phoenix 2021, Inc., a Delaware corporation and wholly owned subsidiary of RMT Partner (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Viking Energy Group, Inc.AGREEMENT AND PLAN OF MERGER by and between VIKING ENERGY GROUP, INC., and CAMBER ENERGY, INC. Dated as of February 15, 2021 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (February 18th, 2021)

THIS AGREEMENT AND PLAN OF MERGER, dated as of February 15, 2021 (this “Agreement”), is by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”).

First National Corp /Va/AGREEMENT AND PLAN OF MERGER By And Between FIRST NATIONAL CORPORATION, FIRST BANK and THE BANK OF FINCASTLE Dated as of February 18, 2021 (February 18th, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 18, 2021, is by and between First National Corporation, a Virginia corporation (“Parent”), First Bank, a Virginia state-chartered member bank and wholly-owned subsidiary of Parent (“First Bank”), and The Bank of Fincastle, a Virginia state-chartered commercial bank (“BFTL”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

Camber Energy, Inc.AGREEMENT AND PLAN OF MERGER by and between VIKING ENERGY GROUP, INC., and CAMBER ENERGY, INC. Dated as of February 15, 2021 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (February 18th, 2021)

THIS AGREEMENT AND PLAN OF MERGER, dated as of February 15, 2021 (this “Agreement”), is by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”).

First National Corp /Va/AGREEMENT AND PLAN OF MERGER By And Between FIRST NATIONAL CORPORATION, FIRST BANK and THE BANK OF FINCASTLE Dated as of February 18, 2021 (February 18th, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 18, 2021, is by and between First National Corporation, a Virginia corporation (“Parent”), First Bank, a Virginia state-chartered member bank and wholly-owned subsidiary of Parent (“First Bank”), and The Bank of Fincastle, a Virginia state-chartered commercial bank (“BFTL”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

Adomani, Inc.AGREEMENT AND PLAN OF MERGER (February 17th, 2021)
Tribune Publishing CoAGREEMENT AND PLAN OF MERGER dated as of February 16, 2021 among TRIBUNE PUBLISHING COMPANY, TRIBUNE ENTERPRISES, LLC and TRIBUNE MERGER SUB, INC. (February 17th, 2021)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 16, 2021, among Tribune Publishing Company, a Delaware corporation (the “Company”), Tribune Enterprises, LLC, a Delaware limited liability company (“Parent”), and Tribune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

Charles River Laboratories International, Inc.agreement and plan of merger BY AND AMONG CHARLES RIVER LABORATORIES INTERNATIONAL, INC., MEMPHIS MERGER SUB, INC., cognate bioservices, inc. AND THE SELLERS’ REPRESENTATIVE named HEREIN DATED AS OF February 17, 2021 (February 17th, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 17, 2021, by and among (i) Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), (ii) Memphis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), (iii) Cognate BioServices, Inc., a Delaware corporation (the “Company”), and (iv) Mercury Fund 2 Holdco LLC, solely in its capacity as the initial representative of the Company Shareholders (as defined below) (the “Sellers’ Representative”). Each of the above referenced parties is sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Energy Transfer LPAGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, ELK MERGER SUB LLC, ELK GP MERGER SUB LLC, ENABLE MIDSTREAM PARTNERS, LP ENABLE GP, LLC, AND SOLELY FOR PURPOSES OF SECTION 2.1(a)(i), LE GP, LLC AND SOLELY FOR PURPOSES OF Section 1.1(b)(i) ... (February 17th, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 16, 2021 is by and among Energy Transfer LP, a Delaware limited partnership (“Parent”), Elk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), Elk GP Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“GP Merger Sub” and together with Merger Sub, the “Merger Subs”), Enable Midstream Partners, L.P., a Delaware limited partnership(the “Partnership”), Enable GP, LLC, a Delaware limited liability company (the “General Partner”), solely for the purposes of Section 2.1(a)(i), LE GP, LLC, a Delaware limited liability company and sole general partner of Parent (“Parent GP”), and, solely for purposes of Section 1.1(b)(i) herein, CenterPoint Energy, Inc., a Texas corporation (“Caribou”).

Aegion CorpAGREEMENT AND PLAN OF MERGER among CARTER INTERMEDIATE, INC., CARTER ACQUISITION, INC. and AEGION CORPORATION Dated as of February 16, 2021 (February 17th, 2021)

AGREEMENT AND PLAN OF MERGER, dated as of February 16, 2021 (this “Agreement”), among Carter Intermediate, Inc., a Delaware corporation (“Parent”), Carter Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Aegion Corporation, a Delaware corporation (the “Company”).

Central Garden & Pet CoAGREEMENT AND PLAN OF MERGER by and among FLORA PARENT, INC., CENTRAL GARDEN & PET COMPANY, GENESIS MERGERCO, INC. and THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN Dated as of December 30, 2020 (February 17th, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of December 30, 2020, by and among CENTRAL GARDEN & PET COMPANY, a Delaware corporation (the “Parent”), GENESIS MERGERCO, INC., a Delaware corporation (“MergerCo”), Flora Parent, Inc., a Delaware corporation (the “Company”), and FS Equity Partners VII, L.P., a Delaware limited partnership, in its capacity as the Stockholder Representative hereunder (the “Stockholder Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I.

CF Finance Acquisition Corp. IIIAGREEMENT AND PLAN OF MERGER* by and among CF FINANCE ACQUISITION CORP. III, (February 17th, 2021)

This Agreement and Plan of Merger, dated as of February 17, 2021 (this “Agreement”), is made and entered into by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), (ii) Meliora Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) AEye, Inc., a Delaware corporation (the “Company”).

Falcon Capital Acquisition Corp.AGREEMENT AND PLAN OF MERGER (February 12th, 2021)

This Agreement and Plan of Merger (this “Agreement”), dated as of February 12, 2021, is entered into by and among Falcon Capital Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), FCAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Sharecare, Inc., a Delaware corporation (the “Company”), and Colin Daniel, solely in his capacity as the Stockholder Representative pursuant to the designation in Section 11.16. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

Vinings Holdings, Inc.AMENDMENT NO. 1 AND MODIFICATION TO AGREEMENT AND PLAN OF MERGER (February 12th, 2021)

AMENDMENT NO. 1 AND MODIFICATION, dated as of February 9, 2021 (this “Amendment No. 1”), to the Agreement and Plan of Merger (“Merger Agreement”) December 31, 2020, by and among Coeptis Pharmaceuticals, Inc., a Delaware Corporation with its principal office at 105 Bradford Rd., Suite #420, Wexford, PA 15090 (“Coeptis”), and Vinings Holdings, Inc., a Delaware corporation, with its principal office at 2030 Powers Ferry Rd., SE, Suite #212, Atlanta, GA 30339 (“Vinings”), and Coeptis Acquisition Sub, Inc., a wholly-owned subsidiary of Vinings, domiciled in Delaware (“Acquisition Sub”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.

Fusion Acquisition Corp.AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION ACQUISITION CORP., ML MERGER SUB INC., and MONEYLION INC. DATED AS OF FEBRUARY 11, 2021 (February 12th, 2021)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 11, 2021, by and among Fusion Acquisition Corp., a Delaware corporation (“Parent”), ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and MoneyLion Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.

Nic IncAGREEMENT AND PLAN OF MERGER (February 10th, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 9, 2021, is by and among Tyler Technologies, Inc., a Delaware corporation (“Tyler”), Topos Acquisition, Inc., a Delaware corporation wholly owned by Tyler (“Merger Sub”) (Tyler and Merger Sub are sometimes collectively referred to as the “Tyler Entities” and individually as a “Tyler Entity”), and NIC Inc., a Delaware corporation (“NIC”). Tyler, Merger Sub, and NIC are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”

Data Storage CorpAGREEMENT AND PLAN OF MERGER (February 10th, 2021)

This AGREEMENT AND PLAN OF MERGER, dated as of February 4, 2021 (this “Agreement”), is made by and among Data Storage Corporation, a Nevada corporation (the “Purchaser”), Data Storage FL, LLC, a Florida limited liability company (“Merger Sub”), Flagship Solutions, LLC, a Florida limited liability company (the “Company”), and the owners of Equity Interests (as defined below) in the Company, each of which is listed on Schedule A hereto (collectively, the “Equityholders”).

Alfi, Inc.AGreement And PLan Of MErger (February 10th, 2021)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 11, 2018 (the “Effective Date”), is entered into by and between Lectrefy Inc., a Florida corporation (“Lectrefy Florida”) and Lectrefy Inc., a Delaware corporation (“Lectrefy Delaware”).

Cubic Corp /De/AGREEMENT AND PLAN OF MERGER among ATLAS CC ACQUISITION CORP., ATLAS MERGER SUB INC. and CUBIC CORPORATION Dated as of February 7, 2021 (February 9th, 2021)

This AGREEMENT AND PLAN OF MERGER, dated as of February 7, 2021 (this “Agreement”), is made by and among Atlas CC Acquisition Corp., a Delaware corporation (“Parent”), Atlas Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Cubic Corporation, a Delaware 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.