Amendment No. 1 to BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • May 16th, 2023 • Jet Token Inc. • Services-equipment rental & leasing, nec • Delaware
This Amendment No. 1 to BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of May 11, 2023 (the “Amendment Date”) by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Summerlin Aviation LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Jet Token, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below).
Agreement and Plan of Reorganization Sample ContractsBusiness Combination Agreement and Plan of Reorganization • January 13th, 2021
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of December 30, 2020 by and among Apex, Merger Subs and the Company.
FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 30, 2024Business Combination Agreement and Plan of Reorganization • October 31st, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This Fourth Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), New Era Helium Corp., a Nevada corporation (the “Company”) and Roth CH V Holdings, Inc. (“Holdings”). Each of Roth, Merger Sub, the Company, and Holdings may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 11, 2024Business Combination Agreement and Plan of Reorganization • October 31st, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This Third Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), New Era Helium Corp., a Nevada corporation (the “Company”), and Roth CH V Holdings, Inc. (“Holdings”). Each of Roth, Holdings, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • December 13th, 2021 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of December 12, 2021, by and among REDBALL ACQUISITION CORP., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below) (such entity, including after its continuation as a Delaware corporation, “Parent”), SHOWSTOP MERGER SUB I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), SHOWSTOP MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub” and together with Parent and First Merger Sub, the “Parent Entities”), and SEATGEEK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 6th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February [•], 2024 by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of SPAC (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • May 19th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 3 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended by Amendment No. 1 thereto, dated as of December 30, 2020 and Amendment No. 2 thereto, dated as of March 8, 2021 (the “Business Combination Agreement”), by and among Apex Technology Acquisition Corporation, a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of May 18 2021 by and among Apex, the Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of August 8, 2024Business Combination Agreement and Plan of Reorganization • October 31st, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This Second Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (the “Company”). Each of Roth, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 30th, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of March 28, 2022, by and among REDBALL ACQUISITION CORP., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below) (such entity, including after its continuation as a Delaware corporation, “Parent”), SHOWSTOP MERGER SUB I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), SHOWSTOP MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub” and together with Parent and First Merger Sub, the “Parent Entities”), and SEATGEEK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • December 30th, 2020 • Apex Technology Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of December 30, 2020 by and among Apex, Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 9th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 2 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended by Amendment No. 1 thereto, dated as of December 30, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of March 8, 2021 by and among Apex, Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 14th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February 13, 2024 by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of SPAC (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of June 5, 2024Business Combination Agreement and Plan of Reorganization • June 11th, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This First Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (the “Company”). Each of Roth, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
