Effective Time Uses in Amendment Clause

Amendment

THIS PLAN OF CONVERSION, dated as of December 15, 2016 (including all of the Exhibits attached hereto, this "Plan"), is hereby adopted by Akoustis Technologies, Inc., a Nevada corporation, in order to set forth the terms, conditions and procedures governing the conversion of Akoustis Technologies, Inc. from a Nevada corporation to a Delaware corporation pursuant to Section 265 of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), and Section 92A.120 and 92A.250 of the Nevada Revised Statutes, as amended (the "NRS ").

Amendment. This Plan may be amended or modified by the Board of Directors of the Converting Entity at any time prior to the Effective Time, provided that such action would be in the best interests of the Converting Entity and its stockholders, and provided further that, if stockholder approval has already been obtained, such amendment complies with Section 92A.120 of the NRS.

Amendment from Form of Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of [*], 2016, by and among Fulgent Therapeutics LLC, a California limited liability company (Therapeutics), Fulgent Genetics, Inc., a Delaware corporation (Genetics), and Fulgent MergerSub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Genetics (MergerSub).

Amendment. This Agreement may be amended, modified or supplemented; provided, however, that after any such approval and prior to the Effective Time, there shall be made no amendment that (a) alters or changes the kind of shares to be received by holders of Therapeutics Shares in the Merger and Conversion; (b) alters or changes any term of the Certificate of Incorporation or Bylaws of Genetics or the Operating Agreement, except for alterations or changes that could otherwise be adopted by the directors of Genetics or the manager of the Surviving Entity, as applicable; or (c) alters or changes any other terms and conditions of this Agreement if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the holders of Therapeutics Shares. Notwithstanding anything herein to the contrary, the Merger Ratios may be amended with the approval of the manager of Therapeutics. This Agreement may not be amended except after approval by the manager of Therapeutics and evidenced by an instrument in writing signed on behalf of each of the parties.

Amendment

This PLAN OF CONVERSION, dated as of August 17, 2016 (this Plan), is hereby adopted by F.N.B. Corporation, a Florida corporation (the Company), in order to set forth the terms, conditions and procedures governing the conversion of the Company from a Florida corporation to a Pennsylvania business corporation pursuant to Sections 607.1112 through 607.1114 of the Florida Business Corporation Act, as amended (the FBCA), and Sections 371 through 376 of the Pennsylvania Entity Transactions Law (the PaETL).

Amendment. This Plan may be amended or modified by the Board of Directors of the Company at any time prior to the Effective Time, provided that such an amendment shall not alter or change (a) the amount or kind of shares or other securities to be received hereunder by the holders of the Companys shares (or holders of interests in the Companys shares), (b) any term of the PA Articles of Incorporation or the PA Bylaws, other than changes permitted to be made without shareholder approval by the PaBCL, or (c) any of the terms and conditions of this Plan if such alteration or change would adversely affect the shareholders of the Company.

Amendment from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of August 23, 2016 (this "Agreement"), by and between First Defiance Financial Corp., an Ohio corporation ("First Defiance"), and Commercial Bancshares, Inc., an Ohio corporation ("Commercial Bancshares").

Amendment. Subject to compliance with applicable law, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the shareholders of Commercial Bancshares; provided, however, that after the adoption of this Agreement by the shareholders of Commercial Bancshares, there may not be, without further approval of such shareholders, any amendment of this Agreement that requires further shareholder approval under applicable law. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

Amendment from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of August 23, 2016 (this "Agreement"), by and between First Defiance Financial Corp., an Ohio corporation ("First Defiance"), and Commercial Bancshares, Inc., an Ohio corporation ("Commercial Bancshares").

Amendment. Subject to compliance with applicable law, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the shareholders of Commercial Bancshares; provided, however, that after the adoption of this Agreement by the shareholders of Commercial Bancshares, there may not be, without further approval of such shareholders, any amendment of this Agreement that requires further shareholder approval under applicable law. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

Amendment from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2016 (this "Agreement"), is made by and among GLOBAL NET LEASE, INC., a Maryland corporation ("Parent"), GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of Parent (the "Parent Operating Partnership"), MAYFLOWER ACQUISITION LLC, a Maryland limited liability company and direct wholly owned subsidiary of Parent ("Merger Sub"), AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC., a Maryland corporation (the "Company") and AMERICAN REALTY CAPITAL GLOBAL II OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of the Company (the "Company Operating Partnership").

Amendment. Subject to compliance with applicable Law, this Agreement may be amended by mutual agreement of the parties hereto by action taken or authorized by their respective boards of directors (or similar governing body or entity) at any time before or after receipt of the Company Stockholder Approval or the Parent Stockholder Approval and prior to the Effective Time; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, there shall not be (a) any amendment of this Agreement that changes the amount or the form of the consideration to be delivered under this Agreement to the holders of Company Common Stock, or which by applicable Law or in accordance with the rules of any stock exchange requires the further approval of the stockholders of the Company or the approval of the stockholders of Parent without such approval of such stockholders, or (b) any amendment or change not permitted under applicable Law. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. Notwithstanding anything to the contrary contained herein, Sections 9.7, 9.8, 9.10, 9.11 and 9.12 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified without the prior written consent of the Financing Sources.

Amendment from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2016 (this "Agreement"), is made by and among GLOBAL NET LEASE, INC., a Maryland corporation ("Parent"), GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of Parent (the "Parent Operating Partnership"), MAYFLOWER ACQUISITION LLC, a Maryland limited liability company and direct wholly owned subsidiary of Parent ("Merger Sub"), AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC., a Maryland corporation (the "Company") and AMERICAN REALTY CAPITAL GLOBAL II OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of the Company (the "Company Operating Partnership").

Amendment. Subject to compliance with applicable Law, this Agreement may be amended by mutual agreement of the parties hereto by action taken or authorized by their respective boards of directors (or similar governing body or entity) at any time before or after receipt of the Company Stockholder Approval or the Parent Stockholder Approval and prior to the Effective Time; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, there shall not be (a) any amendment of this Agreement that changes the amount or the form of the consideration to be delivered under this Agreement to the holders of Company Common Stock, or which by applicable Law or in accordance with the rules of any stock exchange requires the further approval of the stockholders of the Company or the approval of the stockholders of Parent without such approval of such stockholders, or (b) any amendment or change not permitted under applicable Law. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. Notwithstanding anything to the contrary contained herein, Sections 9.7, 9.8, 9.10, 9.11 and 9.12 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified without the prior written consent of the Financing Sources.

Amendment from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2016 (this Agreement), is by and among Aspen Parent, Inc., a Delaware corporation (Parent), Aspen Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Outerwall Merger Sub), Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Redbox Merger Sub and together with Outerwall Merger Sub, the Merger Subs), Outerwall Inc., a Delaware corporation (the Company), and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (Redbox).

Amendment. Subject to compliance with applicable Law, at any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects by written agreement of the parties hereto; provided that following the Offer Acceptance Time, this Agreement may not be amended in any manner that causes the Merger Consideration to be in a form different than or in an amount less than the Offer Price. Notwithstanding anything else to the contrary herein, the provisions set forth in Section 7.5, Section 7.6, Section 8.5(b), Section 8.6, this Section 8.8, Section 8.11 and Section 8.17 in each case may not be amended, modified or altered in any manner adverse to the Lender Associated Parties in any material respect without the prior written consent of such Lender Associated Parties.

Amendment from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2016, is by and between Blink Couture, Inc., a Delaware corporation ("Parent"), and Toga Limited, a Delaware corporation and a direct wholly-owned subsidiary of Parent (Parent and Toga Limited are hereinafter collectively referred to as the "Constituent Corporations").

Amendment. Prior to the Effective Time, this Agreement may be amended, modified or supplemented only by an agreement in writing executed by both Constituent Corporations.

Amendment from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2016 (this "Agreement"), between F.N.B. CORPORATION, a Florida corporation ("FNB"), and YADKIN FINANCIAL CORPORATION, a North Carolina corporation ("YDKN").

Amendment. Subject to compliance with applicable Law, this Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors at any time before or after the receipt of the Requisite YDKN Vote; provided, however, that after the receipt of the Requisite YDKN Vote, there may not be, without further approval of the YDKN shareholders, any amendment of this Agreement that requires such further approval under applicable Law. This Agreement may not be amended except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties.