AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 1st, 2023 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
This AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2023 (this “Agreement”), is made by and among Blue Horizon Partners, Inc., an Oklahoma corporation (“Parent”), Blue Horizon Partners Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Patriot Transportation Holding, Inc., a Florida corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.1 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
IRREVOCABLE PROXY AND AGREEMENTProxy and Agreement • November 1st, 2023 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
This Irrevocable Proxy and Agreement (this “Proxy and Agreement”), granted and entered into as of November 1, 2023, by each of the Persons set forth on Exhibit A (each, a “Stockholder” and, collectively, the “Stockholders”) to and with each of the members of the Company Board who is not a Stockholder (each a “Proxy Holder”) of Patriot Transportation Holding, Inc., a Florida corporation (the “Company”), and the Company. Capitalized terms used but not defined herein will have the meanings given to them in the Merger Agreement (as defined below).
