Exhibit 20 — Oto Analytics, LLC v. Benworth Capital Partners PR LLC (Dkt. 74.21)

Record facts

U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 74-21 · 2023-07-13 · Docket on CourtListener

Full text

EXHIBIT 20 
 
 
 
Case 3:23-cv-01034-GMM     Document 74-21     Filed 07/13/23     Page 1 of 4

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AGREEMENT AND PLAN OF MERGER 
 
 
This AGREEMENT AND PLAN OF MERGER is made and entered into as of this 1st 
day of January, 2022, by and between NORTH 112, LLC, a Delaware limited liability company 
("N112"), and 11DBE HOLDINGS LLC, a Puerto Rico limited liability company ("11DBE"). 
 
PREAMBLE 
 
 
WHEREAS, N112 and 11DBE (collectively, the "Constituent LLCs") desire that N112 
merges with and into 11DBE upon the terms and subject to the conditions herein set forth and in 
accordance with the laws of the State of Puerto Rico and Delaware, respectively (the "Merger"); 
and 
 
 
WHEREAS, the Constituent LLC have duly approved and adopted this Agreement and 
Plan of Merger; 
 
 
NOW, THEREFORE, the Constituent LLCs, acting through their respective undersigned 
representatives, do hereby covenant and agree as follows: 
 
1. Merger. Upon the Effective Date (as defined in Section 8 below), N112 shall be merged 
with and into 11DBE, which shall be the post-merger surviving entity (the "Surviving 
Entity").  The Surviving Entity shall continue to be governed by the laws of the State of 
Puerto Rico, and the separate company existence of N112 shall cease forthwith upon the 
Effective Date. 
 
2. Articles of Organization and Operating Agreement. The Articles of Organization of N112 
and the Operating Agreement of N112 on the Effective Date shall cease to have any effect 
and the Articles of Organization and the Operating Agreement of the Surviving Entity shall 
henceforth control. 
 
3. Membership Interest.  On the Effective Date each issued and outstanding membership 
interests of N112 shall be cancelled and converted into membership interests of 11DBE. 
 
4. Administration.  The manager(s) of the Surviving Entity shall execute the direction, 
administration, and management of the post-merger Surviving Entity until their respective 
successors shall have been elected and qualified in accordance thru the adoption of an 
Operating Agreement for the Surviving Entity and as otherwise provided by law. 
 
5. Effects of Merger.  This agreement is effective as of the Effective Date.  Without limiting 
the generality of the foregoing, on the Effective Date the separate existence of N112 shall 
forever cease and the Surviving Entity shall possess all the rights, privileges, immunities, 
powers, authority and franchises of N112, of a public as well as of a private nature, and the 
Surviving Entity shall be subject to all of the restrictions, liabilities, obligations and duties 
of each of the Constituent LLCs, and all property, real, personal and mixed, and all debts, 
liabilities and obligations due to each of the Constituent LLCs on whatever account or 
belonging to any of the Constituent LLCs shall be vested in the Surviving Entity without 
Case 3:23-cv-01034-GMM     Document 74-21     Filed 07/13/23     Page 2 of 4

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further act or deed, and all property, rights, privileges, immunities, powers, authority and 
franchises, all and every other interest, shall be thereafter as effectually the property of the 
Surviving Entity as they were of the Constituent LLCs prior to their merger, and all rights 
of creditors and all liens upon any property of each of the Constituent LLCs shall not revert 
or be in any way impaired by reason of this merger, on only the property affected by such 
liens immediately prior to the Effective Date. Any action or proceeding pending by or 
against each of the Constituent LLCs at the Effective Date may be prosecuted as if the 
merger had not taken place, and the Surviving Entity may be substituted in such limited 
liability company's place. 
 
6. Amendments. Notwithstanding the approval of this Agreement and Plan of Merger by the 
Constituent LLCs, the manager(s) of the Constituent LLCs may amend this Agreement and 
Plan of Merger by written agreement at any time prior to the Effective Date; provided that 
any such amendment shall not: (a) alter the amount or kind of consideration to be received 
in exchange for the membership interest of N112, if any; (b) alter any term of the Articles 
of Organization of N112 or 11DBE; or (c) alter the terms and conditions of this Agreement 
and Plan of Merger if such alteration would adversely affect the holder of the membership 
interest of either Constituent LLC. 
 
7. Effective Date of Merger.  As soon as practicable after this Agreement and Plan of Merger 
has been duly adopted unanimously by the members of N112 and 11DBE, a certificate of 
merger shall be filed with the Puerto Rico and Delaware Secretaries of State in accordance 
with the laws of the State of Delaware and the Commonwealth of Puerto Rico, respectively. 
The merger of N112 into 11DBE shall become effective on January 1, 2022 (the "Effective 
Date"). 
 
8. Termination.  Notwithstanding approval of this Agreement and Plan of Merger by the 
Constituent LLCs, this Agreement and Plan of Merger may be terminated, and the Merger 
abandoned, at any time prior to the Effective Date by mutual consent of the managers of 
the Constituent LLCs. 
 
9. Miscellaneous.  This Agreement embodies the entire agreement and understanding of the 
parties hereto with respect to the subject matter hereof, and supersedes all prior and 
contemporaneous agreements and understandings, oral or written, relative to said subject 
matter. Whenever the context requires, words used in the singular shall be construed to 
include the plural and vice versa, and pronouns of any gender shall be deemed to include 
and designate the masculine, feminine and neuter gender. 
 
 
[SIGNATURE PAGE FOLLOWS] 
 
 
 
 
 
Case 3:23-cv-01034-GMM     Document 74-21     Filed 07/13/23     Page 3 of 4

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement and Plan 
of Merger to be executed as of the day and year first above written.  
 
 
NORTH 112, LLC  
 
 
 
11DBE HOLDINGS LLC 
 
 
By:  _______________________________  
By:  ________________________________ 
Name:  Carlos Lamoutte 
 
 
 
Name:  Carlos Lamoutte 
Title:  Manager 
 
 
 
 
Title:  Manager 
Case 3:23-cv-01034-GMM     Document 74-21     Filed 07/13/23     Page 4 of 4

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