AGREEMENT AND PLAN OF MERGER by and among AXOS CLEARING, LLC, AXOS CLARITY MERGECO., INC., COR SECURITIES HOLDINGS INC., the SELLERS set forth on the signature pages hereto, and CARLOS SALAS, solely for purposes of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and...Agreement and Plan of Merger • October 1st, 2018 • Axos Financial, Inc. • Savings institution, federally chartered • Delaware
Agreement and Plan of Merger (“Agreement”), dated as of September 28, 2018, by and among AXOS CLEARING, LLC, a Nevada limited liability company (“Parent”), Axos Clarity MergeCo., Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), COR Securities Holdings Inc., a Delaware corporation (“Company”), the Sellers set forth on the signature pages hereto (each, a “Seller,” and collectively the “Sellers”), and Carlos Salas, an individual, solely for purposes of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and Article VIII, in his capacity as the Holder Representative.
GUARANTY OF PAYMENT AND PERFORMANCE OF AGREEMENT AND PLAN OF MERGERGuaranty of Payment and Performance • October 1st, 2018 • Axos Financial, Inc. • Savings institution, federally chartered
WHEREAS, AXOS CLEARING, LLC, a Nevada limited liability company (“Parent”), Axos Clarity MergeCo., Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), COR Securities Holdings Inc., a Delaware corporation (“Company”), and certain additional parties set forth therein are entering into an Agreement and Plan of Merger dated as of September 28, 2018 (the “Merger Agreement” (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement)), which provides, among other things, for the merger of Merger Sub with and into Company on the terms and conditions set forth in the Merger Agreement; and
