exhibit 10. 44 execution copy agreement and plan of merger dated november 16, 2010 by and among mastec, inc., ecs acquisition merger subsidiary i, inc., ecs acquisition merger subsidiary ii, llc, ec source services, llc, force capital partners, llc, fcp investments, llc, casey maslonka, martin maslonka, jon maslonka, sidney strauss and justin campbell table of contents schedules agreement and plan of merger this agreement and plan of merger, dated november 16, 2010, as amended or otherwise modified ( the “ agreement ” ), by and among mastec, inc., a florida corporation ( the “ parent ” ), ecs acquisition merger subsidiary i, inc., a florida corporation and wholly - owned subsidiary of parent ( “ merger subsidiary ” ), ecs acquisition merger subsidiary ii, llc, a florida limited liability company and wholly - owned subsidiary of parent ( “ sister subsidiary ” ), ec source services, llc, a nevada limited liability company ( “ ecs ” ), force capital partners, llc, a nevada limited liability company ( “ force capital ” ), fcp investments, llc, a nevada limited liability company ( “ fcp investments ”, and together with force capital, the “ entity members ” ), jon maslonka, a resident of the state of wyoming ( “ jon ” ), sidney strauss, a resident of the state of arizona ( “ strauss ” ), justin campbell, a resident of the state of wyoming ( “ campbell, ” campbell together with jon and strauss, the “ non - entity members ” and together with the entity members, the “ ecs members ” ), and casey maslonka, a resident of the state of arizona and martin maslonka, a resident of the state of nevada ( together, the “ indirect members ” and together with the ecs members, the “ members ” ). recitals whereas, simultaneous with the execution and delivery of this agreement, parent, ecs and the members are entering into a membership interest purchase agreement ( the “ membership interest purchase agreement ” ), pursuant to which parent is purchasing preferred units of ecs representing a thirty - three percent ( 33 % ) interest in ecs on a fully diluted basis and all of the preferred units of ecs ( the “ preferred units ” ) ; whereas, the ecs members own all of the outstanding common units of ecs ( the “ common units ” ), which together with the