Agreement And Plan Of Merger Among Sample Contracts

Agreement and Plan of Merger Among Gebr. Knauf Kg, World Cup Acquisition Corporation and Usg Corporation Dated as of June 10, 2018 (June 11th, 2018)

This AGREEMENT AND PLAN OF MERGER dated as of June 10, 2018 (this Agreement) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (Parent), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (Merger Sub), and USG Corporation, a Delaware corporation (the Company). Parent, Merger Sub and the Company are referred to in this Agreement individually as a Party and collectively as the Parties.

AGREEMENT AND PLAN OF MERGER Among Polaris Industries Inc., Polaris Sales Inc., Beam Merger Sub, LLC Boat Holdings, LLC and Jonathan Victor, as the Holder Representative Dated as of May 29, 2018 (May 30th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2018 (this "Agreement"), is made and entered into by and among Polaris Industries Inc., a Delaware corporation ("Parent"), Polaris Sales Inc., a Minnesota corporation ("Buyer"), Beam Merger Sub, LLC a Delaware limited liability company and an indirect wholly-owned Subsidiary of Parent and a direct wholly-owned Subsidiary of Buyer ("Merger Sub"), Boat Holdings, LLC, a Delaware limited liability company (the "Company"), and Jonathan Victor, solely in his capacity as the Holder Representative. Parent, Buyer, Merger Sub and the Company are referred to individually as a "Party" and collectively as the "Parties."

Hartman Short Term Income Properties XX, Inc. – Agreement and Plan of Merger Among Hartman Short Term Income Properties Xx, Inc., Hartman Xx Limited Partnership, Hartman Income Reit, Inc., and Hartman Income Reit Operating Partnership, L.P. Dated as of July 21, 2017 Revised May 8, 2018 Agreement and Plan of Merger (May 11th, 2018)

This Agreement and Plan of Merger (this "Agreement"), dated as of July 21, 2017 and revised May 8, 2018, is by and between Hartman Short Term Income Properties XX, Inc., a Maryland corporation ("HARTMAN XX"), Hartman Income REIT Inc., a Maryland corporation ("HI-REIT"), HARTMAN XX Limited Partnership, a Texas limited partnership ("HARTMAN XX OP"), and Hartman Income REIT Operating Partnership, L.P., a Delaware limited partnership ("HI-REIT OP"). HARTMAN XX, HI-REIT, HARTMAN XX OP and HI-REIT OP are each sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

Fresenius Medical Care Ag&Co – AGREEMENT AND PLAN OF MERGER Among IRONMAN HOLDCO, INC., IRONMAN INTERMEDIATE HOLDCO, LLC, IRONMAN HOLDCO II, LLC, IRONMAN MERGER SUB, LLC, IRONMAN MERGER SUB II, INC., SOUND INPATIENT PHYSICIANS HOLDINGS, LLC, FRESENIUS MEDICAL CARE HOLDINGS, INC., CERTAIN FRESENIUS MANAGERS NAMED HEREIN and THE SELLERS REPRESENTATIVE NAMED HEREIN Dated as of April 20, 2018 (May 3rd, 2018)

This Agreement and Plan of Merger, dated as of April 20, 2018 (as amended or otherwise modified, this Agreement), is by and among Ironman Holdco, Inc., a Delaware corporation (Holdco I), Ironman Intermediate Holdco, LLC, a Delaware limited liability company (Intermediate Holdco), Ironman Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned Subsidiary of Holdco I (Merger Sub I), Ironman Holdco II, LLC, a Delaware limited liability company (Holdco II), Ironman Merger Sub II, Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdco II (Merger Sub II and, together with Holdco I, Holdco II, Intermediate Holdco and Merger Sub I, the Buyer Parties), Sound Inpatient Physicians Holdings, LLC, a Delaware limited liability company (the Company), Fresenius Medical Care Holdings, Inc., a New York corporation (Fresenius), the Fresenius Managers (as hereinafter defined) who execute this Agreement on the date hereof and each Person who executes a Joinder follo

AGREEMENT AND PLAN OF MERGER Among UNITED THERAPEUTICS CORPORATION, DANIEL 24043 ACQUISITION CORP. LTD. (May 1st, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation (Parent), Daniel 24043 Acquisition Corp. Ltd., a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent (Merger Sub) and SteadyMed Ltd., a company organized under the laws of the State of Israel (the Company).

AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018 (May 1st, 2018)

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this Agreement), dated as of April 29, 2018, is by and among Andeavor, a Delaware corporation (the Company), Marathon Petroleum Corporation, a Delaware corporation (Parent), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 1), and Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub 2, and together with Merger Sub 1, the Merger Subs). The Company, Parent, Merger Sub 1 and Merger Sub 2 are each referred to herein as a Party and collectively, the Parties.

Marathon Petroleum Corporation – AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018 (April 30th, 2018)

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this Agreement), dated as of April 29, 2018, is by and among Andeavor, a Delaware corporation (the Company), Marathon Petroleum Corporation, a Delaware corporation (Parent), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 1), and Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub 2, and together with Merger Sub 1, the Merger Subs). The Company, Parent, Merger Sub 1 and Merger Sub 2 are each referred to herein as a Party and collectively, the Parties .

SteadyMed Ltd. – AGREEMENT AND PLAN OF MERGER Among UNITED THERAPEUTICS CORPORATION, DANIEL 24043 ACQUISITION CORP. LTD. And STEADYMED LTD. Dated as of April 29, 2018 (April 30th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation (Parent), Daniel 24043 Acquisition Corp. Ltd., a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent (Merger Sub) and SteadyMed Ltd., a company organized under the laws of the State of Israel (the Company).

AGREEMENT AND PLAN OF MERGER Among VERIFONE SYSTEMS, INC., VERTEX HOLDCO LLC and VERTEX MERGER SUB LLC Dated as of April 9, 2018 (April 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 9, 2018, is entered into by and among VeriFone Systems, Inc., a Delaware corporation (the Company), Vertex Holdco LLC, a Delaware limited liability company (Parent), and Vertex Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub and, together with the Company and Parent, the Parties and each, a Party).

Level One Bancorp Inc – Agreement and Plan of Merger Among Level One Bancorp, Inc., Lbi Acquisition, Inc. And Lotus Bancorp, Inc. As of November 20, 2014 (March 23rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of this 20th day of November, 2014 (the Agreement Date), among Level One Bancorp, Inc., a Michigan corporation (Acquiror), LBI Acquisition, Inc., a Michigan corporation and a wholly-owned subsidiary of Acquiror (Acquisition Corp), and Lotus Bancorp, Inc., a Michigan corporation (Lotus).

AGREEMENT AND PLAN OF MERGER Among (March 19th, 2018)

This agreement and plan of merger (this "Agreement") is dated March 18, 2018, among KLA-Tencor Corporation, a Delaware corporation ("Parent"), Tiburon Merger Sub Technologies Ltd., a company organized under the Laws of the State of Israel and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Orbotech Ltd., a company organized under the Laws of the State of Israel (the "Company," and together with Parent and Merger Sub, the "Parties"). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

Alphatec Holdings – AGREEMENT AND PLAN OF MERGER Among ALPHATEC HOLDINGS, INC. And SAFARI MERGER SUB, INC. And SAFEOP SURGICAL, INC. And THE KEY STOCKHOLDERS OF TARGET COMPANY IDENTIFIED ON SCHEDULE a and SAFARI HOLDING COMPANY, LLC Dated as of March 6, 2018 (March 12th, 2018)

This Agreement and Plan of Merger (this Agreement), dated as of March 6, 2018, is entered into among Alphatec Holdings, Inc., a Delaware corporation (Parent), Safari Merger Sub, Inc., a Delaware corporation (Merger Sub), SafeOp Surgical, Inc., a Delaware corporation (Company), the stockholders of the Company identified on Schedule A (collectively, the Key Stockholders); and Safari Holding Company, LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (Stockholder Representative). Certain capitalized terms used in this Agreement are defined in Exhibit A.

TopBuild Corp – AGREEMENT AND PLAN OF MERGER Among LEGEND HOLDINGS LLC, as Seller, USI LEGEND PARENT, INC., as the Company TOPBUILD CORP., as Buyer and RACECAR ACQUISITION CORP. As Merger Sub Dated as of March 1, 2018 (March 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2018 (this "Agreement"), among LEGEND HOLDINGS LLC, a Delaware limited liability company ("Seller"), USI LEGEND PARENT, INC., a Delaware corporation (the "Company"), TOPBUILD CORP., a Delaware corporation ("Buyer"), and RACECAR ACQUISITION CORP., a Delaware corporation ("Merger Sub").

AGREEMENT AND PLAN OF MERGER Among: JUNO THERAPEUTICS, INC., a Delaware Corporation; CELGENE CORPORATION, a Delaware Corporation; And BLUE MAGPIE CORPORATION, a Delaware Corporation Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation ("Parent"); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"); and Juno Therapeutics, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Idera Pharmaceuticals – AGREEMENT AND PLAN OF MERGER Among BIOCRYST PHARMACEUTICALS, INC., IDERA PHARMACEUTICALS, INC., NAUTILUS HOLDCO, INC., ISLAND MERGER SUB, INC. And BOAT MERGER SUB, INC. Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of January 21, 2018, by and among BioCryst Pharmaceuticals, Inc., a Delaware corporation (Boat), Idera Pharmaceuticals, Inc., a Delaware corporation (Island), and Nautilus Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Boat (Holdco), Island Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Merger Sub A), Boat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Merger Sub B).

AGREEMENT AND PLAN OF MERGER Among BIOCRYST PHARMACEUTICALS, INC., IDERA PHARMACEUTICALS, INC., NAUTILUS HOLDCO, INC., ISLAND MERGER SUB, INC. And BOAT MERGER SUB, INC. Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of January 21, 2018, by and among BioCryst Pharmaceuticals, Inc., a Delaware corporation (Boat), Idera Pharmaceuticals, Inc., a Delaware corporation (Island), and Nautilus Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Boat (Holdco), Island Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Merger Sub A), Boat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Merger Sub B).

Bioverativ Inc. – AGREEMENT AND PLAN OF MERGER Among SANOFI, BIOVERATIV INC., and BLINK ACQUISITION CORP. JANUARY 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of January 21, 2018, is entered into by and among Bioverativ Inc., a Delaware corporation (the Company), Sanofi, a French societe anonyme (Parent), and Blink Acquisition Corp., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (Merger Sub).

AGREEMENT AND PLAN OF MERGER Among: JUNO THERAPEUTICS, INC., a Delaware Corporation; CELGENE CORPORATION, a Delaware Corporation; And BLUE MAGPIE CORPORATION, a Delaware Corporation Dated as of January 21, 2018 (January 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (Agreement) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (Parent); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser); and Juno Therapeutics, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Jacksonville Bancorp Inc/Md – Agreement and Plan of Merger Among CNB Bank Shares, Inc., Jacksonville Bancorp, Inc. And CNB Acquisition, Inc. As of January 17, 2018 (January 18th, 2018)

This Agreement and Plan of Merger (this "Agreement") is entered into as of January 17, 2018 (the "Agreement Date"), by and among CNB Bank Shares, Inc., an Illinois corporation ("Acquiror"), CNB Acquisition, Inc., a Maryland corporation ("Merger Sub"), and Jacksonville Bancorp, Inc., a Maryland corporation (the "Company").

Ignyta, Inc. – AGREEMENT AND PLAN OF MERGER AMONG ROCHE HOLDINGS, INC., ABINGDON ACQUISITION CORP. And IGNYTA, INC. Dated as of December 21, 2017 (December 22nd, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), is made and entered into as of December 21, 2017, among Roche Holdings, Inc, a Delaware corporation (Parent), Abingdon Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Purchaser), and Ignyta, Inc., a Delaware corporation (the Company).

AGREEMENT AND PLAN OF MERGER Among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWC MERGER ENTERPRISES 2 CORP. And TWC MERGER ENTERPRISES 1, LLC Dated as of December 13, 2017 (December 15th, 2017)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated as of December 13, 2017, among Twenty-First Century Fox, Inc., a Delaware corporation (the Company), The Walt Disney Company, a Delaware corporation (Parent), TWC Merger Enterprises 2 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Corporate Sub), and TWC Merger Enterprises 1, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger LLC, and together with Corporate Sub, the Merger Subs). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in the sections of this Agreement set forth next to such terms on Annex A hereto.

The Walt Disney Company – AGREEMENT AND PLAN OF MERGER Among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWC MERGER ENTERPRISES 2 CORP. And TWC MERGER ENTERPRISES 1, LLC Dated as of December 13, 2017 (December 14th, 2017)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated as of December 13, 2017, among Twenty-First Century Fox, Inc., a Delaware corporation (the "Company"), The Walt Disney Company, a Delaware corporation ("Parent"), TWC Merger Enterprises 2 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Corporate Sub"), and TWC Merger Enterprises 1, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent ("Merger LLC", and together with Corporate Sub, the "Merger Subs"). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in the sections of this Agreement set forth next to such terms on Annex A hereto.

The Walt Disney Company – AGREEMENT AND PLAN OF MERGER Among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWC MERGER ENTERPRISES 2 CORP. And TWC MERGER ENTERPRISES 1, LLC Dated as of December 13, 2017 (December 14th, 2017)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated as of December 13, 2017, among Twenty-First Century Fox, Inc., a Delaware corporation (the "Company"), The Walt Disney Company, a Delaware corporation ("Parent"), TWC Merger Enterprises 2 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Corporate Sub"), and TWC Merger Enterprises 1, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent ("Merger LLC", and together with Corporate Sub, the "Merger Subs"). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in the sections of this Agreement set forth next to such terms on Annex A hereto.

AGREEMENT AND PLAN OF MERGER Among TIME INC., MEREDITH CORPORATION, and GOTHAM MERGER SUB, INC. Dated as of November 26, 2017 (November 27th, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 26, 2017, among Time Inc., a Delaware corporation (the Company), Meredith Corporation, an Iowa corporation (Parent), and Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser). Parent, Purchaser and the Company are referred to individually as a Party and collectively as Parties.

AGREEMENT AND PLAN OF MERGER Among TIME INC., MEREDITH CORPORATION, And (November 27th, 2017)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 26, 2017, among Time Inc., a Delaware corporation (the "Company"), Meredith Corporation, an Iowa corporation ("Parent"), and Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Parent, Purchaser and the Company are referred to individually as a "Party" and collectively as "Parties".

Novume Solutions, Inc. – Agreement and Plan of Merger Among Novume Solutions, Inc., NeoSystems Holding, LLC, NeoSystems HoldCo, Inc., NeoSystems LLC, Michael Tinsley, in His Personal Capacity Robert W. Wilson, Jr., in His Personal Capacity and Michael Tinsley, as the Stockholders' Agent November 16, 2017 Page (November 20th, 2017)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of November 16, 2017 (the "Agreement Date") by and among Novume Solutions, Inc., a Delaware corporation ("Parent"), NeoSystems Holding, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), NeoSystems HoldCo, Inc., a Virginia corporation ("HoldCo"), NeoSystems LLC, a Virginia limited liability company and wholly owned subsidiary of HoldCo (the "Company"), Robert W. Wilson, Jr., in his personal capacity ("Wilson"), Michael Tinsley, in his personal capacity ("Tinsley", and together with Wilson, the "Key Holders"), and Michael Tinsley, in his capacity as the representative of each Participating Stockholder (the "Stockholders' Agent").

AGREEMENT AND PLAN OF MERGER AMONG LHC GROUP, INC., HAMMER MERGER SUB, INC. And ALMOST FAMILY, INC. DATED AS OF NOVEMBER 15, 2017 (November 16th, 2017)
Almost Family Inc – AGREEMENT AND PLAN OF MERGER AMONG LHC GROUP, INC., HAMMER MERGER SUB, INC. And ALMOST FAMILY, INC. DATED AS OF NOVEMBER 15, 2017 (November 16th, 2017)
Strayer Education, Inc. – AGREEMENT AND PLAN OF MERGER Among STRAYER EDUCATION, INC., CAPELLA EDUCATION COMPANY, and SARG SUB INC. Dated as of October 29, 2017 (October 30th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of October 29, 2017, by and among Capella Education Company, a Minnesota corporation ("Cardinal"), Strayer Education, Inc., a Maryland corporation ("Sarg"), and Sarg Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Sarg ("Merger Sub").

AGREEMENT AND PLAN OF MERGER Among CALATLANTIC GROUP, INC., LENNAR CORPORATION and CHEETAH CUB GROUP CORP. Dated October 29, 2017 (October 30th, 2017)

This is an Agreement and Plan of Merger (this Agreement) dated as of October 29, 2017, among CalAtlantic Group, Inc. (the Company), a Delaware corporation, Lennar Corporation (Parent), a Delaware corporation, and Cheetah Cub Group Corp. (Merger Sub), a Delaware corporation.

Capella Education Company – AGREEMENT AND PLAN OF MERGER Among STRAYER EDUCATION, INC., CAPELLA EDUCATION COMPANY, and SARG SUB INC. Dated as of October 29, 2017 (October 30th, 2017)
AGREEMENT AND PLAN OF MERGER Among OFFICE DEPOT, INC., LINCOLN MERGER SUB ONE, INC., LINCOLN MERGER SUB TWO, LLC, THL PORTFOLIO HOLDINGS CORP. And THOMAS H. LEE EQUITY FUND VI, L.P., Solely in Its Capacity as the Representative Dated as of October 3, 2017 (October 4th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2017 (this Agreement), is entered into by and among Office Depot, Inc., a Delaware corporation (Parent), Lincoln Merger Sub One, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (Merger Sub One), and Lincoln Merger Sub Two, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (Merger Sub Two and together with Merger Sub One, the Merger Subs), THL Portfolio Holdings Corp., a Delaware corporation (the Company) and, solely in its capacity as the representative for the Company Stockholders, Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (the Representative). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement.

Exa Corporation – AGREEMENT AND PLAN OF MERGER Among DASSAULT SYSTEMES SIMULIA CORP., 3DS ACQUISITION 3 CORP. And EXA CORPORATION Dated as of September 27, 2017 (September 28th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 27, 2017 (the Agreement Date), by and among Dassault Systemes Simulia Corp., a Rhode Island corporation (Parent), 3DS Acquisition 3 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (Purchaser), and Exa Corporation, a Delaware corporation (the Company). Each of Parent, Purchaser and the Company are referred to herein as a Party and together as Parties.

Novume Solutions, Inc. – Agreement and Plan of Merger Among Novume Solutions, Inc., Global Technical Services Merger Sub Inc., Global Contract Professionals Merger Sub Inc., Global Technical Services Inc., Global Contract Professionals Inc., and Paul Milligan September 21, 2017 (September 22nd, 2017)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of September 21, 2017 (the "Agreement Date") by and among Novume Solutions, Inc., a Delaware corporation ("Parent"), Global Technical Services Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("GTS Merger Sub"), Global Contract Professionals Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("GCP Merger Sub", and together with GTS Merger Sub, the "Merger Subs"), Global Technical Services Inc., a Texas corporation ("GTS"), Global Contract Professionals Inc., a Texas corporation ("GCP"), ("GTS" and "GCP" are each a "Company", and together the "Companies"), and Paul Milligan as sole Stockholder of each Company (the "Company Stockholder").

AGREEMENT AND PLAN OF MERGER Among NORTHROP GRUMMAN CORPORATION NEPTUNE MERGER, INC. And ORBITAL ATK, INC. Dated as of September 17, 2017 (September 18th, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2017 (this Agreement), by and among Northrop Grumman Corporation, a Delaware corporation (Parent), Neptune Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Sub), and Orbital ATK, Inc., a Delaware corporation (the Company).