Common Contracts

AGREEMENT AND PLAN OF MERGER dated as of December 30, 2023 by and among CLIMATEROCK, CLIMATEROCK HOLDINGS LIMITED, CLIMATEROCK MERGER SUB LIMITED, GREENROCK MERGER SUB CORP., and

Merger Agreement • January 8th, 2024 • ClimateRock • Blank checks • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 8th, 2024
• Company
  ClimateRock
• Industry
  Blank checks
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of December 30, 2023, is entered into by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of SPAC (“Holdings”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) a Cayman Islands exempted company and a wholly owned subsidiary of Holdings, expected to be named GreenRock Merger Sub Corp., which is in the process of being formed by SPAC, and once formed, SPAC shall cause it to promptly enter into a joinder to this Agreement (“Company Merger Sub”; and together with SPAC Merger Sub are referred to herein as the “Merger Subs”; and the Merger Subs, SPAC and Holdings are collectively referred to herein as the “SPAC Parties” and sometimes each individually referred to herein as a “SPAC Party”), and (v) GreenRock Corp, a Cayma

AGREEMENT AND PLAN OF MERGER dated as of July 7, 2022 by and among KINGSWOOD ACQUISITION CORP., BINAH CAPITAL GROUP, INC., Kingswood Merger Sub, INC., Wentworth Merger Sub, LLC, and WENTWORTH MANAGEMENT SERVICES LLC

Merger Agreement • July 7th, 2022 • Kingswood Acquisition Corp. • Blank checks • Delaware

• Contract Type
  Merger Agreement
• Filed
  July 7th, 2022
• Company
  Kingswood Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of July 7, 2022, is entered into by and among (i) Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), (ii) Binah Capital Group, Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Holdings”), (iii) Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”; Company Merger Sub and SPAC Merger Sub are together referred to herein as the “Merger Subs”; the Merger Subs, SPAC and Holdings are collectively referred to herein as the “SPAC Parties”), and (v) Wentworth Management Services LLC, a Delaware limited liability company (the “Company”). Each of SPAC, Holdings, SPAC Merger Sub, Company Merger Sub, and the Company, is sometimes referred to herein individually as a “Party,” and they are collectively referred to here