AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 6th, 2015 • Pretoria Resources Two, Inc • Blank checks • Nevada
Contract Type FiledApril 6th, 2015 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered this 6th day of April, 2015 (“Agreement Date”) by and among: BTND, LLC, a Colorado limited liability company (the “Company”); each of the Persons set forth on Annex A (the “Members”); PRETORIA RESOURCES TWO, INC., a Nevada corporation (“Parent”); BTND MERGER SUB LLC, a Colorado limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and TITAN ASSET ADVISORS, LLC, a Delaware limited liability company, solely as to the provisions of Section 7.09 of this Agreement (“Titan”). The Company, the Members, Parent and Merger Sub, are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein have the respective meanings ascribed to them in Appendix A.