Amendment To Agreement And Plan Of Merger Sample Contracts

Integrated Surg Sys – SECOND AMENDMENT TO Agreement and Plan of Merger (June 4th, 2018)

This SECOND AMENDMENT TO agreement and plan of merger (this "Amendment"), is entered into as of June 1, 2018, by and among TheMaven, Inc., a Delaware corporation ("TheMaven"), HP Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of TheMaven ("MergerSub"), HubPages, Inc., a Delaware corporation (the "Company"), and, solely with respect to Section 10.6 of the Merger Agreement (as defined below) (to the extent set forth therein), Paul Edmondson as the Securityholder Representative (in his capacity as such, the "Securityholder Representative"). TheMaven, MergerSub, the Company and the Securityholder Representative are each, individually, a "Party" or, collectively, the "Parties." Capitalized terms used but not otherwise defined herein will have the same meanings ascribed to such terms in the Merger Agreement.

First Amendment to Agreement and Plan of Merger (May 7th, 2018)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into as of May 3, 2018, by and among: (i) SPHERIX INCORPORATED, a Delaware corporation ("Purchaser"), (ii) SPHERIX MERGER SUBSIDIARY INC., a Nevada corporation and a wholly-owned Subsidiary of Purchaser ("Merger Sub"), (iii) DATCHAT, INC., a Nevada corporation (the "Company") and (iv) Darin Myman in the capacity as the representative for the stockholders of the Company as of immediately prior to the effective time of the merger contemplated by the Merger Agreement (defined below) (the "Stockholder Representative"). The Company, Purchaser, Merger Sub and the Stockholder Representative are each referred to herein individually as a "Party" and collectively as the "Parties". Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement (defined below).

Fusion Telecommunications International, Inc. – Eighth Amendment to Agreement and Plan of Merger (April 30th, 2018)

This EIGHTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2018 (this "Amendment"), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the "Company"), Fusion BCHI Acquisition LLC, a Delaware limited liability company ("Merger Sub"), and Birch Communications Holdings, Inc., a Georgia corporation ("BCHI"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

Fusion Telecommunications International, Inc. – Ninth Amendment to Agreement and Plan of Merger (April 30th, 2018)

This NINTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2018 (this "Amendment"), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the "Company"), Fusion BCHI Acquisition LLC, a Delaware limited liability company ("Merger Sub"), and Birch Communications Holdings, Inc., a Georgia corporation ("BCHI"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

Fusion Telecommunications International, Inc. – Seventh Amendment to Agreement and Plan of Merger (April 10th, 2018)

This SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2018 (this "Amendment"), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the "Company"), Fusion BCHI Acquisition LLC, a Delaware limited liability company ("Merger Sub"), and Birch Communications Holdings, Inc., a Georgia corporation ("BCHI"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

Fusion Telecommunications International, Inc. – Sixth Amendment to Agreement and Plan of Merger (March 12th, 2018)

This SIXTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2018 (this "Amendment"), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the "Company"), Fusion BCHI Acquisition LLC, a Delaware limited liability company ("Merger Sub"), and Birch Communications Holdings, Inc., a Georgia corporation ("BCHI"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

First Mid-Illinois Bancshares, Inc. – First Amendment to Agreement and Plan of Merger (January 19th, 2018)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") is entered into as of the 18th day of January, 2018, by and among First Mid-Illinois Bancshares, Inc., a Delaware corporation ("Parent"), Project Hawks Merger Sub LLC, a Delaware limited liability company formerly known as Project Hawks Merger Sub Corp. ("Merger Sub"), and First BancTrust Corporation, a Delaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and collectively as the "Parties."

First Amendment to Agreement and Plan of Merger (December 14th, 2017)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2017 (this "Amendment"), is made and entered into by and among BV Parent, LLC ("Parent"), BV Merger Sub, Inc. ("Merger Subsidiary") and Bazaarvoice, Inc. (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

Merchants Bancorp – First Amendment to Agreement and Plan of Merger (September 25th, 2017)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment) is made and entered into as of the 22nd day of December, 2016, by and among MERCHANTS BANCORP, an Indiana corporation (Merchants), MB ACQUISITION CORP. (Acquisition Corp), an Indiana corporation, BLUESTEM DEVELOPMENT CORPORATION, an Illinois corporation (BDC), MICHAEL F. PETRIE (Petrie), an individual and Indiana resident, and RANDALL D. ROGERS (Rogers, together with Petrie referred to herein as PR), an individual and Florida resident.

First Amendment to Agreement and Plan of Merger (September 21st, 2017)

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") dated as of September 19, 2017, by and among Chart Industries, Inc., a Delaware corporation ("Buyer"), Chart Sully Corporation, a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), RCHPH Holdings, Inc., a Delaware corporation (the "Company"), and R/C Hudson Holdings, L.P., a Delaware limited partnership (the "Holder Representative", solely in its capacity as the initial Holder Representative under the Agreement (as defined below)).

Merchants Bancorp – First Amendment to Agreement and Plan of Merger (July 27th, 2017)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment) is made and entered into as of the 22nd day of December, 2016, by and among MERCHANTS BANCORP, an Indiana corporation (Merchants), MB ACQUISITION CORP. (Acquisition Corp), an Indiana corporation, BLUESTEM DEVELOPMENT CORPORATION, an Illinois corporation (BDC), MICHAEL F. PETRIE (Petrie), an individual and Indiana resident, and RANDALL D. ROGERS (Rogers, together with Petrie referred to herein as PR), an individual and Florida resident.

Second Amendment to Agreement and Plan of Merger (June 30th, 2017)

This SECOND Amendment to Agreement and Plan of Merger (this "Amendment"), dated as of June 27, 2017, is entered into by and among Transgenomic, Inc. ("Parent"), a Delaware corporation, New Haven Labs Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Precipio Diagnostics, LLC, a Delaware limited liability company (the "Company").

Xactly Corp – Amendment to Agreement and Plan of Merger (June 21st, 2017)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is effective as of June 20, 2017, by and among Excalibur Parent, LLC, a Delaware limited liability company (Parent), Excalibur Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Xactly Corporation, a Delaware corporation (the Company).

Amendment to Agreement and Plan of Merger (June 8th, 2017)

This AMENDMENT, dated as of June 8, 2017 (this Amendment) to the Agreement and Plan of Merger (the Agreement), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (Parent), BATUS Holdings Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (BATUS and, together with Parent, the Parent Entities), Flight Acquisition Corporation, a North Carolina corporation and an indirect wholly owned subsidiary of Parent (Sub), and Reynolds American Inc., a North Carolina corporation (the Company), is made by and among the Parent Entities, Sub and the Company.

Brekford Corp. – First Amendment to Agreement and Plan of Merger (May 10th, 2017)

This First Amendment, dated as of May 9, 2017 (the "Amendment"), to the Agreement and Plan of Merger dated February 13, 2017 by and among the "Parties" (as defined below) (the "Agreement"), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the "Company"), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Novume"), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume ("Company Merger Sub"), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume ("Brekford Merger Sub"), and Brekford Corp., a Delaware corporation ("Brekford" and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a "Party" and collectively the "Parties"). Except as otherwise set forth herein, all capitalized terms used herein and not specifically defined shall have the same meanings as ascribed to them in the Agreement. The Parties hereby agree as

Amendment to Agreement and Plan of Merger (April 18th, 2017)

This Amendment to Agreement and Plan of Merger (this Amendment) is made and entered into as of April 17, 2017, among Bass Pro Group, LLC, a Delaware limited liability company (Parent), Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Sub), and Cabelas Incorporated, a Delaware corporation (the Company). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of October 3, 2016, by and among Parent, Sub and the Company, prior to giving effect to this Amendment.

Alere Inc – Amendment to Agreement and Plan of Merger (April 14th, 2017)

This AMENDMENT, dated as of April 13, 2017 (this "Amendment") to the Agreement and Plan of Merger (the "Agreement"), dated as of January 30, 2016, by and between Abbott Laboratories, an Illinois corporation ("Parent") and Alere Inc., a Delaware corporation (the "Company"), is made by and among Parent, the Company and Angel Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub" and together with Parent and the Company, the "Parties").

Amendment to Agreement and Plan of Merger (April 14th, 2017)

This AMENDMENT, dated as of April 13, 2017 (this Amendment) to the Agreement and Plan of Merger (the Agreement), dated as of January 30, 2016, by and between Abbott Laboratories, an Illinois corporation (Parent) and Alere Inc., a Delaware corporation (the Company), is made by and among Parent, the Company and Angel Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub and together with Parent and the Company, the Parties).

The Keyw Holding Corp. – Amendment to Agreement and Plan of Merger (April 7th, 2017)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), is made and entered into as of April 3, 2017, by and among The KeyW Corporation, a Maryland corporation ("Parent"), Sandpiper Acquisition Corporation, a Delaware corporation ("Merger Sub"), Sotera Holdings Inc., a Delaware corporation (the "Company"), and Sotera Equity Partners GP LLC, a Delaware limited liability company (the "Stockholders' Representative"). All capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

Siclone Industries – Amendment to Agreement and Plan of Merger (April 5th, 2017)

This Amendment to Agreement and Plan of Merger (this "Amendment") is made and entered into as of March 30, 2017 by and among Apollo Medical Holdings, Inc., a Delaware corporation ("Parent"), Apollo Acquisition Corp., a California corporation ("Merger Sub"), Network Medical Management, Inc., a California corporation (the "Company"), and Kenneth Sim, M.D. (the "Shareholders' Representative"). Parent, Merger Sub, the Company and the Shareholders' Representative shall sometimes be referred to herein collectively as the "Parties" and individually as a "Party." Capitalized terms used herein have the meanings ascribed to them in Article XIII of the Merger Agreement.

Nordson Corporation – First Amendment to Agreement and Plan of Merger (April 5th, 2017)

This First Amendment to the Agreement and Plan of Merger (this Amendment), dated March 30, 2017, is by and among NORDSON CORPORATION, an Ohio corporation (the Purchaser), VIKING MERGER CORP., a Delaware corporation (Merger Sub), VENTION MEDICAL HOLDINGS, INC., a Delaware corporation (the Company) and VMHI REP SERVICES, LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative thereunder, and amends that certain Agreement and Plan of Merger, dated February 20, 2017, by and among Purchaser, Merger Sub, the Company and the Stockholder Representative (the Agreement), as contemplated by Section 11.10 of the Agreement. The capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

First Amendment to Agreement and Plan of Merger (March 27th, 2017)

This First Amendment to Agreement and Plan of Merger, dated as of March 27, 2017 (the "Amendment"), is entered into between CHURCHILL DOWNS INCORPORATED, a Kentucky corporation ("Parent"), and PAUL J. THELEN ("Securityholders' Agent" and together with Parent, the "Parties", and each, a "Party").

First Amendment to Agreement and Plan of Merger (February 3rd, 2017)

This First Amendment to Agreement and Plan of Merger (this "Amendment"), dated as of February 2, 2017, is entered into by and among Transgenomic, Inc. ("Parent"), a Delaware corporation, New Haven Labs Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Precipio Diagnostics, LLC, a Delaware limited liability company (the "Company").

Amendment to Agreement and Plan of Merger (January 23rd, 2017)

THIS AMENDMENT (this "Amendment"), dated as of January 17, 2017, to the Agreement and Plan of Merger, dated as of June 1, 2016 (the "Agreement"), is entered into by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation ("Summit") and FIRST CENTURY BANKSHARES, INC., a West Virginia corporation ("First Century"). Summit and First Century are sometimes referred to herein collectively as the "Parties" and individually as a "Party." Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

Steel Partners Holdings L.P. – First Amendment to Agreement and Plan of Merger (December 27th, 2016)

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P. dated as of [December __, 2016], is entered into by and among Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Second Amendment to Agreement and Plan of Merger (December 21st, 2016)

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment) is entered into as of December 19, 2016, by and among Tellurian Investments Inc., a Delaware corporation (Tellurian), Magellan Petroleum Corporation, a Delaware corporation (Magellan), and River Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Magellan (Merger Sub).

First Amendment to Agreement and Plan of Merger (November 29th, 2016)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment), is entered into as of November 23, 2016, by and among Tellurian Investments Inc., a Delaware corporation (Tellurian), Magellan Petroleum Corporation, a Delaware corporation (Magellan), and River Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Magellan (Merger Sub).

Amendment to Agreement and Plan of Merger (November 23rd, 2016)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of November 21, 2016, to the Agreement and Plan of Merger, dated as of July 31, 2016 (the "Original Agreement"), is by and among Transocean Ltd., a Swiss corporation ("Parent"), Transocean Partners LLC, a Marshall Islands limited liability company ("Company"), Transocean Partners Holdings Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Parent ("Holdings"), and TPHL Holdings LLC, a Marshall Islands limited liability company and a direct, wholly owned subsidiary of Holdings ("Merger Sub").

Transocean Partners LLC – Amendment to Agreement and Plan of Merger (November 21st, 2016)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of November 21, 2016, to the Agreement and Plan of Merger, dated as of July 31, 2016 (the "Original Agreement"), is by and among Transocean Ltd., a Swiss corporation ("Parent"), Transocean Partners LLC, a Marshall Islands limited liability company ("Company"), Transocean Partners Holdings Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Parent ("Holdings"), and TPHL Holdings LLC, a Marshall Islands limited liability company and a direct, wholly owned subsidiary of Holdings ("Merger Sub").

Amendment to Agreement and Plan of Merger (November 21st, 2016)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of November 21, 2016, to the Agreement and Plan of Merger, dated as of July 31, 2016 (the "Original Agreement"), is by and among Transocean Ltd., a Swiss corporation ("Parent"), Transocean Partners LLC, a Marshall Islands limited liability company ("Company"), Transocean Partners Holdings Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Parent ("Holdings"), and TPHL Holdings LLC, a Marshall Islands limited liability company and a direct, wholly owned subsidiary of Holdings ("Merger Sub").

Fidelity & Guaranty Life – Amendment to Agreement and Plan of Merger (November 4th, 2016)

This AMENDMENT, dated as of November 3, 2016 (this "Amendment"), amends the Agreement and Plan of Merger, dated as of November 8, 2015 (the "Agreement"), by and among Anbang Insurance Group Co., Ltd., a joint-stock insurance company established in the People's Republic of China ("AIG"), AB Infinity Holding, Inc., a Delaware corporation and wholly-owned subsidiary of AIG ("Parent"), AB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Fidelity & Guaranty Life, a Delaware corporation (the "Company").

State Bank Financial – Second Amendment to Agreement and Plan of Merger (October 27th, 2016)

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated October 26, 2016, amends that certain Agreement and Plan of Merger dated as of May 19, 2016 by and between State Bank Financial Corporation, a Georgia corporation ("Buyer") and S Bankshares, Inc., a Georgia corporation ("Seller"), as amended by the First Amendment to Agreement and Plan of Merger dated September 15, 2016 (the "Merger Agreement").

State Bank Financial – First Amendment to Agreement and Plan of Merger (October 27th, 2016)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated October 26, 2016, amends that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of April 5, 2016 by and between State Bank Financial Corporation, a Georgia corporation ("Buyer") and NBG Bancorp, Inc., a Georgia corporation ("Seller").

clickNsettle.com Inc. – First Amendment to Agreement and Plan of Merger (October 27th, 2016)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment"), effective this 21st day of October, 2016, is by and among Tiger X Medical, Inc., a Delaware corporation ("Parent"); Icicle Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"); BioCardia, Inc., a Delaware corporation (the "Company"); Jay Moyes, as the representative of the Company Securityholders hereunder (the "Company Representative"); and Steven Rubin, as the initial Parent Representative.

First Amendment to Agreement and Plan of Merger (October 3rd, 2016)

This First Amendment to the Agreement and Plan of Merger ("Amendment"), dated as of October 3, 2016, is entered into by and among Evolent Health, Inc., a Delaware corporation ("Evolent"), Electra Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Evolent ("Merger Sub" and together with Evolent, collectively, the "Evolent Entities"), Valence Health, Inc., a Delaware corporation ("Valence Parent"), and North Bridge Growth Management Company LLC ("North Bridge") and Philip Kamp, jointly as the Securityholders' Representative. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).