ContractAgreement and Plan of Reorganization • September 27th, 2022 • XCPCNL Business Services Corp • Services-business services, nec
AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into effective as of August Q, 2022, by and among XCPCNL Business Services Corporation, a Delaware corporation (“Parent”), XRX Acquisition Corp., a Delaware corporation wholly owned by Parent (“Buyer”), and Xerxes Trading Holdings Limited Liability Company, a Delaware limited liability company (“Seller”). Parent, Buyer and Seller are the only Parties to this Agreement and are collectively referred to herein as the “Parties,” each a “Party.” RECITALS A. Seller’s sole member has adopted a plan of liquidation and dissolution (the “Seller’s Plan of Liquidation and Dissolution”), which contemplates the Wind-up of Seller’s business affairs, liquidation or other disposition of its assets, satisfaction or other disposition of its liabilities, dissolution of Seller as a business entity and, upon such dissolution, transfer of Seller’s remaining assets to its members. B. Buyer desi
