Amendment To Agreement And Plan Of Merger Sample Contracts

Mobiquity Technologies, Inc. – Advangelists, Llc First Amendment to Agreement and Plan of Merger (December 11th, 2018)

This First Amendment to Agreement and Plan of Merger (this "Amendment") is made as of December 6, 2018, by and among Advangelists, LLC (the "Company"), Mobiquity Technologies, Inc. ("Mobiquity"), Glen Eagles Acquisition LP (together with Mobiquity, the "Parent"), AVNG Acquisition Sub, LLC (the "Merger Sub"), and Deepankar Katyal, as Member Representative. The Parent, Merger Sub, and the Company are parties to the Agreement and Plan of Merger dated as of November 20, 2018 (the "Agreement"). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

Mirna Therapeutics, Inc. – SECOND AMENDMENT TO Agreement and Plan of Merger (November 13th, 2018)

This Second Amendment to Agreement and Plan of Merger (this "Second Amendment"), is entered into as of September 27, 2018 (the "Second Amendment Effective Date"), by and among AbbVie S.a.r.l., a corporation organized under the laws of Luxembourg ("Buyer"), Synlogic IBDCo, Inc., a Delaware corporation (the "Company") and Synlogic Operating Company, Inc., a Delaware corporation formerly known as, and as successor to, Synlogic, LLC (the "Parent").

Integrated Surg Sys – AMENDMENT TO Agreement and Plan of Merger (October 17th, 2018)

This Amendment to Agreement and Plan of Merger (this "Amendment"), is entered into as of October 17, 2018, by and among TheMaven, Inc., a Delaware corporation ("TheMaven"), SM Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of TheMaven ("MergerSub"), Say Media, Inc., a Delaware corporation (the "Company"), and, solely with respect to Section 7 of the Merger Agreement (as defined below) (to the extent set forth therein), Matt Sanchez 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 (October 11th, 2018)
First Amendment to Agreement and Plan of Merger (October 10th, 2018)

This First Amendment (this Amendment) is made and entered into as of October 10, 2018, by and among SUPERVALU INC., a Delaware corporation (SUPERVALU), SUPERVALU Enterprises, Inc., a Delaware corporation and a Wholly Owned Subsidiary of SUPERVALU (SUPERVALU Enterprises), United Natural Foods, Inc., a Delaware corporation (Parent), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub, and, together with SUPERVALU, SUPERVALU Enterprises and Parent, the Parties, and each, a Party), and amends the Agreement and Plan of Merger, dated as of July 25, 2018 (the Agreement), by and among the Parties. Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

First Amendment to Agreement and Plan of Merger (October 10th, 2018)

This First Amendment (this "Amendment") is made and entered into as of October 10, 2018, by and among SUPERVALU INC., a Delaware corporation ("SUPERVALU"), SUPERVALU Enterprises, Inc., a Delaware corporation and a Wholly Owned Subsidiary of SUPERVALU ("SUPERVALU Enterprises"), United Natural Foods, Inc., a Delaware corporation ("Parent"), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub," and, together with SUPERVALU, SUPERVALU Enterprises and Parent, the "Parties," and each, a "Party"), and amends the Agreement and Plan of Merger, dated as of July 25, 2018 (the "Agreement"), by and among the Parties. Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.

Keryx Biopharmaceuticals, Inc. – First Amendment to Agreement and Plan of Merger (October 1st, 2018)
First Amendment to Agreement and Plan of Merger (September 20th, 2018)

WHEREAS, the parties entered into that certain Agreement and Plan of Merger, dated as of December 20, 2017 (the "Merger Agreement"), pursuant to which Purchaser agreed to merge with and into the Partnership and, in connection therewith, the separate legal existence of Purchaser would cease, the Partnership would be the surviving partnership in the Merger (the "Surviving Partnership") and the Surviving Partnership would continue its legal existence under the Laws of the Commonwealth of Pennsylvania as a wholly-owned Subsidiary of Parent;

Marathon Petroleum Corporation – Second Amendment to Agreement and Plan of Merger (September 18th, 2018)

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Second Amendment"), dated as of September 18, 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".

Second Amendment to Agreement and Plan of Merger (September 18th, 2018)
Easterly Acquisition Corp. – First Amendment to Agreement and Plan of Merger and Sponsor Letter (August 30th, 2018)

This First Amendment to Agreement and Plan of Merger and Sponsor Letter (this "Amendment") is made and entered into as of August 29, 2018, by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company ("Sirius"), EASTERLY ACQUISITION CORP., a Delaware corporation ("Easterly"), SIRIUS ACQUISITIONS HOLDING COMPANY III, a Delaware corporation and a wholly owned Subsidiary of Sirius ("Merger Sub"), CM BERMUDA LTD., an exempted Bermuda limited liability company ("CMB"), and EASTERLY ACQUISITION SPONSOR, LLC, a Delaware limited liability company ("Sponsor"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 23, 2018 (the "Agreement"), by and among Sirius, Merger Sub and Easterly, prior to giving effect to this Amendment.

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.