Merger Agreement Sample Contracts

Avista Healthcare Public Acquisition Corp. – Amendment No. 1 to Merger Agreement (October 9th, 2018)

This AMENDMENT NO. 1 TO MERGER AGREEMENT, dated as of October 5, 2018 (this Amendment), is made by and among Organogenesis Inc., a Delaware corporation (the Company), Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (Parent) and Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Bison Capital Acquisition Corp – EXHIBIT E to Merger Agreement FORM OF LETTER OF TRANSMITTAL INSTRUCTIONS FOR LETTER OF TRANSMITTAL FOR STOCKHOLDERS ("HOLDERS") OF XYNOMIC PHARMACEUTICALS, INC. (THE "COMPANY") (September 13th, 2018)
Bison Capital Acquisition Corp – EXHIBIT E to Merger Agreement FORM OF LETTER OF TRANSMITTAL INSTRUCTIONS FOR LETTER OF TRANSMITTAL FOR STOCKHOLDERS ("HOLDERS") OF XYNOMIC PHARMACEUTICALS, INC. (THE "COMPANY") (September 13th, 2018)
Rhino SpinCo, Inc. – GENUINE PARTS COMPANY COMMENTS ON NOTIFICATION FROM ESSENDANT; CONTINUES TO BELIEVE S.P. RICHARDS MERGER AGREEMENT WITH ESSENDANT REMAINS SUPERIOR Intends to Allow Three-Day Match Period to Expire and Merger Agreement to Terminate Termination Fee to Be Paid to GPC (September 11th, 2018)

Atlanta, Georgia, September 10, 2018 - Genuine Parts Company (NYSE: GPC) ("GPC") today announced that it has received notice from Essendant (Nasdaq: ESND) of its intent to terminate the merger agreement to combine GPC's S.P. Richards business with Essendant, entered into on April 12, 2018 (the "Merger Agreement"). The notice stated that Essendant's Board of Directors has determined that the competing acquisition proposal from Staples, Inc. is a "Superior Proposal" as defined in the Merger Agreement.

Genuine Parts Company – GENUINE PARTS COMPANY COMMENTS ON NOTIFICATION FROM ESSENDANT; CONTINUES TO BELIEVE S.P. RICHARDS MERGER AGREEMENT WITH ESSENDANT REMAINS SUPERIOR Intends to Allow Three-Day Match Period to Expire and Merger Agreement to Terminate Termination Fee to Be Paid to GPC (September 11th, 2018)

Atlanta, Georgia, September 10, 2018 - Genuine Parts Company (NYSE: GPC) ("GPC") today announced that it has received notice from Essendant (Nasdaq: ESND) of its intent to terminate the merger agreement to combine GPC's S.P. Richards business with Essendant, entered into on April 12, 2018 (the "Merger Agreement"). The notice stated that Essendant's Board of Directors has determined that the competing acquisition proposal from Staples, Inc. is a "Superior Proposal" as defined in the Merger Agreement.

American Midstreampartners Lp – Amendment No 1. To Merger Agreement (June 1st, 2018)

THIS AMENDMENT NO. 1 TO THE MERGER AGREEMENT (this Amendment), dated as of June 1, 2018, is by and between American Midstream Partners, LP, American Midstream GP, LLC, Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC and Cherokee Merger Sub LLC.

M17 Entertainment Ltd – Merger Agreement Between the Parties Listed at Schedule 1 and Paktor Pte. Ltd and Machipopo, Inc. (May 21st, 2018)

No fractional Ordinary Shares shall be issued upon conversion of any Series A Preference Shares. All Ordinary Shares (including fractions thereof) issuable upon conversion of more than one Series A Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share, the Holding Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Ordinary Shares fair market value (as determined by the board of directors of the Holding Company) on the date of conversion.

M17 Entertainment Ltd – Merger Agreement Between the Parties Listed at Schedule 1 and Paktor Pte. Ltd and Machipopo, Inc. (May 11th, 2018)

No fractional Ordinary Shares shall be issued upon conversion of any Series A Preference Shares. All Ordinary Shares (including fractions thereof) issuable upon conversion of more than one Series A Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share, the Holding Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Ordinary Shares fair market value (as determined by the board of directors of the Holding Company) on the date of conversion.

MERGER AGREEMENT by and Among JANSSEN BIOTECH, INC., DOGFISH MERGER SUB, INC., BENEVIR BIOPHARM, INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC as Holder Representative May 1, 2018 (May 3rd, 2018)

This MERGER AGREEMENT (this "Agreement") dated as of May 1, 2018 is made and entered into by and among Janssen Biotech, Inc., a Pennsylvania corporation (the "Purchaser"), Dogfish Merger Sub, Inc., a Delaware corporation ("Merger Sub"), BeneVir Biopharm, Inc., a Delaware corporation (the "Company"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Holder Representative hereunder.

United Security Bancshares, Inc. – Stock Purchase and Affiliate Merger Agreement (April 17th, 2018)

This STOCK PURCHASE AND AFFILIATE MERGER AGREEMENT (this "Agreement") is made and entered into as of April 16, 2018, by and among (i) FIRST US BANCSHARES, INC., a Delaware corporation with its principal offices in Birmingham, Alabama ("Parent"); (ii) FIRST US BANK, an Alabama banking corporation with its principal offices in Birmingham, Alabama, and a wholly owned subsidiary of Parent ("FUSB"); (iii) THE PEOPLES BANK, a Virginia banking corporation with its principal offices in Rose Hill, Virginia ("TPB"); (iv) TRACY E. THOMPSON, a resident of the State of Tennessee, and TYLER S. THOMPSON, a resident of the State of Kentucky (together, the "Transaction Shareholders"); and (v) TRACY E. THOMPSON, in his capacity as the representative of the Transaction Shareholders (the "Shareholder Representative").

M17 Entertainment Ltd – Merger Agreement Between the Parties Listed at Schedule 1 and Paktor Pte. Ltd and Machipopo, Inc. (April 9th, 2018)

No fractional Ordinary Shares shall be issued upon conversion of any Series A Preference Shares. All Ordinary Shares (including fractions thereof) issuable upon conversion of more than one Series A Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share, the Holding Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Ordinary Shares fair market value (as determined by the board of directors of the Holding Company) on the date of conversion.

Ag Acquisition Group, Inc. – Amendment No. 5 to Merger Agreement Dated March 30, 2018 (April 5th, 2018)

This Amendment No. 5 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Atlantic Acquisition Corp. – Merger Agreement (April 3rd, 2018)

This MERGER AGREEMENT (the "Agreement"), dated as of March 27, 2018, by and among Atlantic Acquisition Corp., a Delaware corporation (the "Parent" or the "Purchaser"), HF Group Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the "Merger Sub"), HF Group Holding Corporation, a North Carolina corporation (the "Company"), the stockholders of the Company (each, a "Stockholder" and collectively the "Stockholders"), and Ni, Zhou Min, an individual, as the representative of the Stockholders (the "Stockholders' Representative").

MERGER AGREEMENT Dated as of August 24, 2017 Among Rajax Holding Rajax Merger Sub Limited Xiaodu Life Technology Ltd and Baidu (Hong Kong) Limited (March 15th, 2018)
Ag Acquisition Group, Inc. – Amendment No. 4 to Merger Agreement Dated March 8, 2018 (March 9th, 2018)

This Amendment No. 4 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Sparton Corporation – Sparton Announces Termination of Merger Agreement With Ultra (March 5th, 2018)

SCHAUMBURG, Ill.(BUSINESS WIRE)March 5, 2018Sparton Corporation (NYSE: SPA) today announced the termination by Sparton and Ultra Electronics Holdings plc of their July 7, 2017 merger agreement.

Seguin Natural Hair Products Inc. – MERGER AGREEMENT Between Seguin Natural Hair Products, Inc. And Yuengling's Ice Cream Corporation (February 28th, 2018)

Merger Agreement dated as of December 28, 2017 ("Agreement"), between Seguin Natural Hair Products Inc., a Nevada corporation ("Seguin") and Yuengling's Ice Cream Corporation, a Pennsylvania corporation ("Yuengling's").

Ag Acquisition Group, Inc. – Amendment No. 3 to Merger Agreement Dated February 23, 2018 (February 27th, 2018)

This Amendment No. 3 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Cachet Financial Solutions, Inc. – Merger Agreement (February 1st, 2018)

This Merger Agreement (this "Agreement"), dated as of the 25th day of January 2018, is entered into by and among Digiliti Money Group, Inc., a Delaware corporation ("DGLT"), Digiliti Money, Inc., a Minnesota corporation and wholly owned subsidiary of DGLT ("DMI"), Urban FT Group, Inc., a Delaware corporation ("UFTG"), and FinTech Imaging Solutions, Inc., a Delaware corporation ("FTIS"), (DGLT, DMI, FTIS, and UFTG are hereinafter jointly referred to as the "Parties" and individually, as a "Party").

Ag Acquisition Group, Inc. – Amendment No. 2 to Merger Agreement Dated January 26, 2018 (January 30th, 2018)

This Amendment No. 2 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Sports Supplement Group Inc. – Merger Agreement (January 8th, 2018)

THIS MERGER AGREEMENT ("Agreement") is made on January 25, 2017 by and between Luthor Web Development,inc., 228 Hamilton av., Palo Alto, California 94301, (the "LWD"), and Sports Supplement group,lnc. of 228 Hamilton av., Palo Alto, California 94301 , (the "SRSP").

Ag Acquisition Group, Inc. – Amendment No. 1 to Merger Agreement Dated December 30, 2017 (January 3rd, 2018)

This Amendment No. 1 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between AG Acquisition Group, Inc., a Delaware corporation (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Ignyta, Inc. – Roche and Ignyta Reach Definitive Merger Agreement (December 22nd, 2017)

Ignytas investigational medicine entrectinib, a selective CNS-active tyrosine-kinase inhibitor being developed for tumours that harbor ROS1 or NTRK fusions, to expand Roches portfolio of oncology medicines

Loton, Corp – Amendment No. 2 to Merger Agreement (December 15th, 2017)

This AMENDMENT NO. 2 TO MERGER AGREEMENT (this "Amendment"), dated as of October 30, 2017, is entered into by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Fortis Advisors LLC, in its capacity as the substitute stockholders' agent in connection with the transactions contemplated by the Merger Agreement (as defined below) (the "Stockholders' Agent"). Buyer, Merger Sub, the Company and the Stockholders' Agent shall collectively be referred to herein as the "Parties". Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Merger Agreement.

TCP International Holdings Ltd. – Merger Agreement (December 13th, 2017)

a Swiss limited liability company (Gesellschaft mit beschrankter Haftung) in formation ("MergerCo") represented by Q L Light Source Company Limited, a Hong Kong private company limited by shares ("MergerCo Incorporator")

MERGER AGREEMENT by and Among PROJECT DEEP BLUE HOLDINGS, LLC PROJECT DEEP BLUE MERGER CORP. And BARRACUDA NETWORKS, INC. Dated November 26, 2017 (November 27th, 2017)
Loton, Corp – Amendment No. 2 to Merger Agreement (November 3rd, 2017)

This AMENDMENT NO. 2 TO MERGER AGREEMENT (this "Amendment"), dated as of October 30, 2017, is entered into by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Fortis Advisors LLC, in its capacity as the substitute stockholders' agent in connection with the transactions contemplated by the Merger Agreement (as defined below) (the "Stockholders' Agent"). Buyer, Merger Sub, the Company and the Stockholders' Agent shall collectively be referred to herein as the "Parties". Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Merger Agreement.

April 27, 2017 Chief Financial Officer Level 3 Communications, Inc. RE: Offer of Employment Dear Sunit: As Discussed, We Are Very Pleased to Offer You the Opportunity to Join CenturyLinks Executive Leadership Team, Reporting to the Chief Executive Officer, Following the Completion of the Pending Acquisition of Level 3 Communications, Inc. (Level 3) by CenturyLink, Inc. (The Transaction) as Described in the Merger Agreement Between the Parties (The Merger Agreement). Your Acceptance of This Offer Will Become Effective Upon the Date You Sign Below. This Offer and Your Employment Pursuant to the (November 1st, 2017)

This letter contains important information about the terms of our offer. Please carefully review this letter, the Level 3 Communications, Inc. Key Executive Severance Plan and any other applicable plans or agreements. Also, please feel free to consult with your advisors and attorneys, and ask me any questions you may have.

Dear Jeff: As Discussed, We Are Very Pleased to Offer You the Opportunity to Join CenturyLinks Executive Leadership Team Following the Completion of the Pending Acquisition (The Transaction) of Level 3 Communications, Inc. (Level 3) by CenturyLink, Inc. (CenturyLink or the Company) as Described in the Merger Agreement Between the Parties Thereto (The Merger Agreement). This Offer and Your Employment Pursuant to the Terms of This Offer Will Be Subject To, Contingent Upon and Effective Upon the Consummation of the Transaction (The Closing). (November 1st, 2017)

This letter contains important information about the terms of our offer. Please carefully review this letter, the Level 3 Communications, Inc. Key Executive Severance Plan (the Level 3 Plan) and any other applicable plans or agreements. Also, please feel free to consult with your advisors and attorneys, and ask me any questions you may have.

Ag Acquisition Group, Inc. – Merger Agreement by and Among Ag Acquisition Group, Inc., Ag-Gt Merger Sub, Inc, Global Technology Resources, Inc. Gregory Byles, as Shareholders' Representative and the Shareholders of Global Technology Resources, Inc. (For the Limited Purposes as Set Forth Herein) Dated as of October 23, 2017 (October 31st, 2017)

This MERGER Agreement (this "Agreement"), dated as of October 23, 2017 (the "Effective Date"), is entered into by and among AG Acquisition Group, Inc., a Delaware corporation (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company"), Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative"), and the Shareholders, for the limited purposes as set forth herein. The Parent, Merger Sub, the Company, Shareholders' Representative and the Shareholders may be collectively referred to herein as the "Parties" and individually as a "Party.")

Ag Acquisition Group, Inc. – Merger Agreement by and Among Ag Acquisition Group, Inc., Ag-Gt Merger Sub, Inc, Global Technology Resources, Inc. Gregory Byles, as Shareholders' Representative and the Shareholders of Global Technology Resources, Inc. (For the Limited Purposes as Set Forth Herein) Dated as of October 23, 2017 (October 26th, 2017)

This MERGER Agreement (this "Agreement"), dated as of October 23, 2017 (the "Effective Date"), is entered into by and among AG Acquisition Group, Inc., a Delaware corporation (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company"), Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative"), and the Shareholders, for the limited purposes as set forth herein. The Parent, Merger Sub, the Company, Shareholders' Representative and the Shareholders may be collectively referred to herein as the "Parties" and individually as a "Party.")

MERGER AGREEMENT by and Among GINSBERG HOLDCO, INC. GINSBERG MERGER SUB, INC. And GIGAMON INC. Dated October 26, 2017 (October 26th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of October 26, 2017 by and among Ginsberg Holdco, Inc., a Delaware corporation (Newco), Ginsberg Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (Merger Sub), and Gigamon Inc., a Delaware corporation (the Company). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.

Aytu Bioscience, Inc – Merger Agreement (October 19th, 2017)

This Merger Agreement (this "Agreement"), dated as of May 3, 2017 (the "Agreement Date"), is entered into among NUELLE, INC., a Delaware corporation ("Company"), AYTU BIOSCIENCE, INC., a Delaware corporation ("Parent"), Aytu Acquisition Corporation, INC., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), AYTU HOLDINGS, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent ("Second Merger Sub", and together with the Merger Sub, the "Merger Subs") and, solely in its capacity as representative of the Company Securityholders, Earl Bright (the "Representative"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Article 9 hereof.

Loton, Corp – Amendment No. 1 to Merger Agreement (October 5th, 2017)

This AMENDMENT NO. 1 TO MERGER AGREEMENT (this "Amendment"), dated as of September 28, 2017, is entered into by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Columbia Capital Equity Partners V (QP), L.P., in its capacity as the stockholders' agent in connection with the transactions contemplated by the Merger Agreement (as defined below) (the "Stockholders' Agent"). Buyer, Merger Sub, the Company and the Stockholders' Agent shall collectively be referred to herein as the "Parties". Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Merger Agreement.

Aytu Bioscience, Inc – Merger Agreement (August 31st, 2017)

This Merger Agreement (this "Agreement"), dated as of May 3, 2017 (the "Agreement Date"), is entered into among NUELLE, INC., a Delaware corporation ("Company"), AYTU BIOSCIENCE, INC., a Delaware corporation ("Parent"), Aytu Acquisition Corporation, INC., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), AYTU HOLDINGS, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent ("Second Merger Sub", and together with the Merger Sub, the "Merger Subs") and, solely in its capacity as representative of the Company Securityholders, Earl Bright (the "Representative"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Article 9 hereof.