AGREEMENT AND PLAN OF MERGER by and among HELIX TCS, INC., HELIX ACQUISITION SUB, INC., BIO-TECH MEDICAL SOFTWARE, INC. and TERENCE J. Ferraro, as the Securityholder Representative Dated as of March 3, 2018 EXHIBITSMerger Agreement • June 5th, 2018 • Helix TCS, Inc. • Services-detective, guard & armored car services • Florida
This Agreement and Plan of Merger (this “Agreement”) is entered into as of March 3, 2018 by and among Helix TCS, Inc., a Delaware corporation (“Parent”), Helix Acquisition Sub, Inc., a company organized under the laws of the State of Florida and a wholly owned subsidiary of Parent (“Merger Sub”), Bio-Tech Medical Software, Inc., a company organized under the laws of the State of Florida (the “Company”), and Terence J. Ferraro, who will serve as the representative of the Company Securityholders, and is referred to herein from time to time as the “Securityholder Representative.” Each of Parent, Merger Sub, the Company and the Securityholder Representative are referred to herein as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
