AGREEMENT OF MERGER AND PLAN OF REORGANIZATION by and among AMERI HOLDINGS, INC. VIRTUOSO ACQUISITION INC., AMERI100 VIRTUOSO INC., VIRTUOSO, L.L.C. and THE SOLE MEMBER OF VIRTUOSO, L.L.C. July 22, 2016Agreement of Merger And • July 27th, 2016 • AMERI Holdings, Inc. • Semiconductors & related devices • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on July 22, 2016 (the “Acceptance Time”), by and among AMERI HOLDINGS, INC., a Delaware corporation (“Parent”), VIRTUOSO ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), AMERI100 VIRTUOSO INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Purchaser, the “Merger Subs”), VIRTUOSO, L.L.C., a Kansas limited liability company (the “Company”), and the sole member of the Company, David Nowak (the “Sole Member”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 11 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs, the Sole Member and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
