UPGRADE INTERNATIONAL CORPORATION UPGRADE ACQUISITION INC. THE PATHWAYS GROUP, INC. AGREEMENT AND PLAN OF REORGANIZATION Dated as of September ___, 2000 TABLE OF CONTENTSAgreement and Plan of Reorganization • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Delaware
Contract Type FiledJanuary 16th, 2001 Company Industry Jurisdiction
AMONGAgreement and Plan of Reorganization • October 15th, 1999 • Macromedia Inc • Services-prepackaged software • California
Contract Type FiledOctober 15th, 1999 Company Industry Jurisdiction
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION dated as of July 23, 1998Agreement and Plan of Reorganization • August 20th, 1998 • Endosonics Corp • Electromedical & electrotherapeutic apparatus • California
Contract Type FiledAugust 20th, 1998 Company Industry Jurisdiction
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONGAgreement and Plan of Reorganization • April 3rd, 1998 • Network Associates Inc • Services-prepackaged software • Delaware
Contract Type FiledApril 3rd, 1998 Company Industry Jurisdiction
1 EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 3rd, 1998 • Prime Bancshares Inc /Tx/ • State commercial banks • Texas
Contract Type FiledMarch 3rd, 1998 Company Industry Jurisdiction
EXHIBIT 2(i) AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF DECEMBER 23, 1997, BY AND AMONG THE COMPANY, MCSC FREMONT ACQUISITION CORPORATION (A WHOLLY OWNED SUBSIDIARY OF THE COMPANY), TBS PRINTWARE CORPORATION AND THE NAMED STOCKHOLDERS OF TBS...Agreement and Plan of Reorganization • February 3rd, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
Contract Type FiledFebruary 3rd, 1998 Company Industry Jurisdiction
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 30th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
Contract Type FiledJanuary 30th, 1998 Company Industry Jurisdiction
EXHIBIT 2(i) AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF DECEMBER 23, 1997, BY AND AMONG THE COMPANY, MCSC FREMONT ACQUISITION CORPORATION (A WHOLLY OWNED SUBSIDIARY OF THE COMPANY), TBS PRINTWARE CORPORATION AND THE NAMED STOCKHOLDERS OF TBS...Agreement and Plan of Reorganization • January 15th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
Contract Type FiledJanuary 15th, 1998 Company Industry Jurisdiction
EXHIBIT 7(2)Agreement and Plan of Reorganization • December 1st, 1997 • Gilson H Clark as Trustee of the Gilson Trust • Wholesale-professional & commercial equipment & supplies • California
Contract Type FiledDecember 1st, 1997 Company Industry Jurisdiction
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF WIBEL . . . . . . . . 8 3.1 Authority and Validity . . . . . . . . . . . . . . . . . . . . 8 3.2 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . 8 3.3 Ownership. . . . . . . . . . . . . . ....Agreement and Plan of Reorganization • October 29th, 1997 • Outback Steakhouse Inc • Retail-eating places • Florida
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 4th, 1997 • Cisco Systems Inc • Computer communications equipment • California
Contract Type FiledApril 4th, 1997 Company Industry Jurisdiction
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION dated as of the 30th day of September, 1996Agreement and Plan of Reorganization • September 30th, 1996 • Medical Manager Corp • Delaware
Contract Type FiledSeptember 30th, 1996 Company Jurisdiction