Agreement And Plan Of Merger Among Sample Contracts

AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
Enbridge Energy Management Llc – AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
Enbridge Energy, Limited Partnership – AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
Nevada Gold & Casinos, Inc. – AGREEMENT AND PLAN OF MERGER Among NEVADA GOLD & CASINOS, INC., MAVERICK CASINOS LLC and MAVERICK CASINOS MERGER SUB, INC. September 18, 2018 (September 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 18, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the "Company"), Maverick Casinos LLC, a Nevada limited liability company ("Parent"), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent ("Merger Sub" and collectively with the Company and Parent, the "Parties").

Engility Holdings, Inc. – AGREEMENT AND PLAN OF MERGER Among ENGILITY HOLDINGS, INC., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION and RAPTORS MERGER SUB, INC. Dated as of September 9, 2018 (September 10th, 2018)
Science Applications International Corp – AGREEMENT AND PLAN OF MERGER Among ENGILITY HOLDINGS, INC., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION and RAPTORS MERGER SUB, INC. (September 10th, 2018)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated as of September 9, 2018, among ENGILITY HOLDINGS, INC., a Delaware corporation (the "Company"), SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation ("Parent"), and RAPTORS MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

AGREEMENT AND PLAN OF MERGER Among ECLIPSE RESOURCES CORPORATION, EVEREST MERGER SUB INC. And BLUE RIDGE MOUNTAIN RESOURCES, INC. Dated as of August 25, 2018 (August 27th, 2018)
Spectra Energy Partners, LP – AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY PARTNERS, LP, SPECTRA ENERGY PARTNERS (DE) GP, LP, ENBRIDGE INC., ENBRIDGE (U.S.) INC., AUTUMN ACQUISITION SUB, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC., SPECTRA ENERGY CORP, SPECTRA ENERGY CAPITAL, LLC and SPECTRA ENERGY TRANSMISSION, LLC Dated as of August 24, 2018 (August 24th, 2018)
AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY PARTNERS, LP, SPECTRA ENERGY PARTNERS (DE) GP, LP, ENBRIDGE INC., ENBRIDGE (U.S.) INC., AUTUMN ACQUISITION SUB, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC., SPECTRA ENERGY CORP, SPECTRA ENERGY CAPITAL, LLC and SPECTRA ENERGY TRANSMISSION, LLC Dated as of August 24, 2018 (August 24th, 2018)
Veritone, Inc. – AGREEMENT AND PLAN OF MERGER Among VERITONE, INC., PROJECT WEST ACQUISITION CORPORATION, WAZEE DIGITAL, INC. And WEST VICTORY STOCKHOLDER REPRESENTATIVE, LLC Dated as of August 13, 2018 (August 15th, 2018)
DE Acquisition 6, Inc. – AGREEMENT AND PLAN OF MERGER Among FISION CORPORATION ("PARENT") CLF MERGER SUB LLC ("MERGER SUB") and CONTINUITY LOGIC, L.L.C. ("COMPANY") August 3, 2018 AGREEMENT AND PLAN OF MERGER (August 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of August 2, 2018, by and among Fision Corporation, a Delaware corporation ("Parent"), CLF Merger Sub LLC, a New Jersey limited liability company and subsidiary of Parent ("Merger Sub"), and Continuity Logic, L.L.C., a New Jersey limited liability company (the "Company"). Parent, Merger Sub, and the Company are each referred to in this Agreement as a "Party" and are collectively referred to in this Agreement as the "Parties". Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE VIII below.

AGREEMENT AND PLAN OF MERGER Among LIFEPOINT HEALTH, INC., REGIONALCARE HOSPITAL PARTNERS HOLDINGS, INC. And LEGEND MERGER SUB, INC. Dated as of July 22, 2018 (July 23rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of this 22 day of July, 2018, by and among LifePoint Health, Inc., a Delaware corporation (the Company), RegionalCare Hospital Partners Holdings, Inc. (D/B/A RCCH HealthCare Partners), a Delaware corporation (Parent), and Legend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub).

FS Investment CORP – AGREEMENT AND PLAN OF MERGER Among FS INVESTMENT CORPORATION, IC ACQUISITION, INC., CORPORATE CAPITAL TRUST, INC. And FS/KKR ADVISOR, LLC Dated as of July 22, 2018 (July 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2018 (this Agreement), among Corporate Capital Trust, Inc., a Maryland corporation (CCT), FS Investment Corporation, a Maryland corporation (FSIC), IC Acquisition, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC (Merger Sub) and FS/KKR Advisor, LLC, a Delaware limited liability company (the Joint Advisor).

AGREEMENT AND PLAN OF MERGER Among FS INVESTMENT CORPORATION, IC ACQUISITION, INC., CORPORATE CAPITAL TRUST, INC. And FS/KKR ADVISOR, LLC (July 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2018 (this "Agreement"), among Corporate Capital Trust, Inc., a Maryland corporation ("CCT"), FS Investment Corporation, a Maryland corporation ("FSIC"), IC Acquisition, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC ("Merger Sub") and FS/KKR Advisor, LLC, a Delaware limited liability company (the "Joint Advisor").

AGREEMENT AND PLAN OF MERGER AMONG ZEBRA TECHNOLOGIES CORPORATION, WOLFDANCER ACQUISITION CORP. AND XPLORE TECHNOLOGIES CORP. Dated as of July 5, 2018 (July 5th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 5, 2018, is among Zebra Technologies Corporation ("Parent"), a Delaware corporation, Wolfdancer Acquisition Corp. ("Sub"), a Delaware corporation and a wholly owned subsidiary of Parent, and Xplore Technologies Corp. (the "Company"), a Delaware corporation.

AGREEMENT AND PLAN OF MERGER AMONG PINNACLE FOODS INC., CONAGRA BRANDS, INC. AND PATRIOT MERGER SUB INC. Dated as of June 26, 2018 (June 27th, 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 June 26, 2018, is by and among Pinnacle Foods Inc., a Delaware corporation (the Company), Conagra Brands, Inc., a Delaware corporation (Parent), and Patriot Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub). The Company, Parent and Merger Sub are each referred to herein as a Party and collectively, the Parties.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. And WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018 (June 21st, 2018)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated as of June , 2018 (the Execution Date), among Twenty-First Century Fox, Inc., a Delaware corporation (the Company), The Walt Disney Company, a Delaware corporation (Parent), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Holdco), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (Delta Sub), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (Wax Sub, and together with Delta Sub, the Merger Subs), amends and restates in its entirety that certain Agreement and Plan of Merger (the Original Merger Agreement), dated as of December 13, 2017 (the Original Execution Date), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of May 7, 20

The Walt Disney Company – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. And WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018 (June 21st, 2018)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated as of June 20, 2018 (the "Execution Date"), among Twenty-First Century Fox, Inc., a Delaware corporation (the "Company"), The Walt Disney Company, a Delaware corporation ("Parent"), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Holdco"), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco ("Delta Sub"), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco ("Wax Sub", and together with Delta Sub, the "Merger Subs"), amends and restates in its entirety that certain Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of December 13, 2017 (the "Original Execution Date"), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of

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.