Common Contracts
39 similar Merger Agreement contracts by Pono Capital Corp, PowerUp Acquisition Corp., Aesther Healthcare Acquisition Corp., others
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 20th, 2024 • FutureTech II Acquisition Corp. • Blank checks • Delaware
Purchaser, the Company, Merger Sub and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein have the meaning set forth in Article XIII.
Standard Contracts
AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC.,...Merger Agreement • August 30th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 26, 2024 by and among (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) PowerUp Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), (iii) SRIRAMA Associates, LLC, a Delaware limited liability company, (the “Sponsor” and the “Purchaser Representative”), (iv) Stephen Quesenberry, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) Aspire Biopharma, Inc., a Puerto Rico corporation (the “Company”). The Purchaser, Merger Sub, the Sponsor, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collective
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 29th, 2023 • Twelve Seas Investment Co. II • Blank checks • Delaware
This Agreement and Plan of Merger (as amended, this “Agreement”) is made and entered into as of December 22, 2023 by and among (i) Twelve Seas Investment Company II, a Delaware corporation (the “Purchaser”), (ii) Twelve Seas II Merger Sub 1 Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), (iii) Twelve Seas II Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), (iv) Crystal Lagoons U.S. Corp., a Delaware corporation (together with its successors, “Original Crystal Lagoons”), and (v) CL Newco Inc., a newly-incorporated Delaware corporation (“Company”) (the Purchaser, Merger Sub 1, Merger Sub 2, Original Crystal Lagoons and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, RYAN BLEEKS, as the Seller Representative, and VISIOX PHARMACEUTICALS, INC., as the...Merger Agreement • December 28th, 2023 • PowerUp Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 26, 2023 by and among (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) PowerUp Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), (iii) SRIRAMA Associates, LLC, a Delaware limited liability company, (the “Sponsor”), (iv) Ryan Bleeks, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) Visiox Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Sponsor, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among GLOBAL BLOCKCHAIN ACQUISITION CORP., as the Purchaser, GB MERGER SUB INC., as Merger Sub, DR. MAX HOOPER, PH.D., in the capacity as the Purchaser Representative, JORDAN WARING, in the capacity as the Seller...Merger Agreement • August 24th, 2023 • Global Blockchain Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 17, 2023 by and among (i) Global Blockchain Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) GB Merger Sub Inc., a Georgia corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Dr. Max Hooper, Ph.D., an individual, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Jordan Waring, an individual, in the capacity as the representative from and after the Effective Time for the Company Shareholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 23rd, 2023 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SEP Acquisition Holdings Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among SEP ACQUISITION CORP., as the Purchaser, SEP ACQUISITION HOLDINGS INC., as Merger Sub, and SANUWAVE HEALTH, INC., as the Company Dated as of August 23, 2023Merger Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SEP Acquisition Holdings Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among ARTEMIS STRATEGIC INVESTMENT CORPORATION, as the Purchaser, ASIC MERGER SUB INC., as Merger Sub, ARTEMIS SPONSOR, LLC, in the capacity as the Purchaser Representative, SUREN AJJARAPU, in the capacity as the...Merger Agreement • August 11th, 2023 • Artemis Strategic Investment Corp • Blank checks • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 29th, 2023 • Semper Paratus Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 28, 2023 by and among (i) Semper Paratus Acquisition Corporation, incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) Semper Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), (iii) SSVK Associates, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Ryan Saadi, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance w
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2023 • Clover Leaf Capital Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 1, 2023 by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (v) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger Sub, the Purchaser Representa
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 1, 2023 by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (v) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger Sub, the Purchaser Representa
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 24th, 2023 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 22, 2023 by and among (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), (ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Eyal Perez, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) William Kerby, in the capacity as the representative from and after the Effective Time for the Company Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of this
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 6th, 2023 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 31, 2023 by and among (i) Deep Medicine Acquisition Corp., a Delaware corporation (together with its successors (as defined below), the “Purchaser”), (ii) DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Christopher Jones, an individual, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accorda
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 28th, 2023 • Colombier Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 27, 2023 by and among (i) Colombier Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) Colombier-Liberty Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Colombier Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) solely for the purposes set forth in Sections 10.8, 10.9 and 10.14 hereof (the “Purchaser Representative”), and (iv) PSQ Holdings, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among FIRST LIGHT ACQUISITION GROUP, INC., as the Purchaser, FLAG MERGER SUB, INC. as Merger Sub, FIRST LIGHT ACQUISITION GROUP, LLC, in the capacity as the Purchaser Representative, ALLAN CAMAISA, in the capacity...Merger Agreement • January 9th, 2023 • First Light Acquisition Group, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 9, 2023 by and among (i) First Light Acquisition Group, Inc. a Delaware corporation (the “Purchaser”), (ii) FLAG Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub” and, collectively with Purchaser, the “Purchaser Parties”), (iii) First Light Acquisition Group, LLC, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Allan Camaisa, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditi
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 21, 2022 by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Purchaser”), (ii) ITAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 21st, 2022 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among INNOVATIVE INTERNATIONAL ACQUISITION CORP., as the Purchaser, INNOVATIVE International Merger Sub, Inc., as Merger Sub, GREG MORAN, in the capacity as the Seller Representative, and zOOMCAR,...Merger Agreement • October 19th, 2022 • Innovative International Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of October 13, 2022 by and among (i) Innovative International Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Greg Moran, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (iv) Zoomcar, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 30th, 2022 • Malacca Straits Acquisition Co LTD • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 26, 2022 by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Earnout Participants (as defined below) and their respective successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Indiev, Inc, a California corporation (together with its successors, including after the Conversion (as defined below), the “Company”),
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 9, 2022 by and among (i) Lakeshore Acquisition II Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successors, including after the Reincorporation (as defined below), the “Purchaser”), (ii) LBBB Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) RedOne Investment Limited, a British Virgin Islands company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Tie (James) Li, an individua
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 7th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 1, 2022 by and among (i) Americas Technology Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Purchaser and Pubco, the “Purchaser Parties”), (v) Jorge E. Marcos, in the capacity as the representative from and after the Effective Time (as defined below) for the stockh
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 26, 2022 by and among (i) Aesther Healthcare Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) United Gear & Assembly, Inc., a Delaware corporation (the “Company”), and (v) United Stars Holdings, Inc., a Delaware corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 18, 2022 by and among KludeIn I Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), Paas Merger Sub 1 Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Near Intelligence Holdings Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub 1, Merger Sub 2 and the Company are sometimes each referred to herein individually as a “Party” and, collectively, as the “Parties”. Certain capitalized terms used and not otherwise defined herein have the meanings ascribed to them in Article X hereof.
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 17th, 2022 • MICT, Inc. • Electronic components & accessories • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 10, 2022 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) MICT Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) Tingo, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (as may be amended from time to time, this “Agreement”) is made and entered into as of April 25, 2022 by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser” or “Arogo ”), (ii) Arogo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Koo Dom Investment, LLC, a Delaware limited liability company in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) EON Reality, Inc., a California corporation, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 19th, 2022 • Coeptis Therapeutics Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER by and among DELWINDS INSURANCE ACQUISITION CORP., as the Purchaser, DWIN MERGER SUB INC., as Merger Sub, DIAC SPONSOR LLC, in the capacity as the Purchaser Representative, and FOXO TECHNOLOGIES INC., as the Company, Dated...Merger Agreement • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 24, 2022, by and among (i) Delwinds Insurance Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWIN Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) DIAC Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined herein) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), and (iv) FOXO Technologies Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as t
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 2, 2022 by and among (i) Edoc Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), (ii) EDOC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub” and, collectively with Purchaser, the “Purchaser Parties”), (iii) American Physicians LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Allan Camaisa, in the capacity as the representative from and after the Effective Time for the Company Stockholder
AGREEMENT AND PLAN OF MERGER by and among DIGITAL WORLD ACQUISITION CORP., as the Purchaser, DWAC MERGER SUB INC., as Merger Sub, ARC GLOBAL INVESTMENTS II, LLC, in the capacity as the Purchaser Representative, CHIEF LEGAL OFFICER OF THE COMPANY, in...Merger Agreement • October 26th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 20, 2021 by and among (i) Digital World Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) the Company’s Chief Legal Officer in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance wi
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of April 28, 2021 by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Galileo Founders Holdings, L.P., a Delaware limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Fortis Advisors LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time f
AGREEMENT AND PLAN OF MERGER by and among BIOLIFE SOLUTIONS, INC., as the Purchaser, BLFS MERGER SUBSIDIARY INC., as Merger Sub, ALBERT VIERLING AND WILLIAM BAUMEL, in their capacity as Seller Representative, and GLOBAL COOLING, INC., as the Company,...Merger Agreement • March 25th, 2021 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 19, 2021 by and among (i) BioLife Solutions, Inc., a company incorporated in Delaware (the “Purchaser”), (ii) BLFS Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Albert Vierling and William Baumel, in the capacity as the representatives from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (collectively, the “Seller Representative”), and (v) Global Cooling, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 6th, 2020 • Customers Bancorp, Inc. • State commercial banks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 6, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), and (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”). The Purchaser, Merger Sub, the Company Stockholder and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 6, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), and (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”). The Purchaser, Merger Sub, the Company Stockholder and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
