Ex1u-7-acq-agmt Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 13th, 2020 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware

This Agreement and Plan of Merger (this "Agreement"), dated as of February 12, 2020 is entered into by and between Bailey 44, LLC, a Delaware limited liability company ("Bailey"), Norwest Venture Partners XI, LP, a Delaware limited partnership (“NVP XI”), and Norwest Venture Partners XII, LP, a Delaware limited partnership (“NVP XII”, each of NVP XI and NVP XII known herein as a “Holder” and together the “Holders”), on the one hand, and Denim.LA, Inc., a Delaware corporation ("Denim"), and Denim.LA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Denim (“Merger Sub”), on the other hand.

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TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • February 23rd, 2023 • Ei. Ventures, Inc. • Pharmaceutical preparations • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 16 day of February, 2023, by and among:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 11th, 2022 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2022, is entered into by and among UNCOMMON GIVING CORPORATION, a Delaware corporation (“UGC”), UGIV, LLC, a Delaware limited liability company (“UGIV”), UNCOMMON WORKPLACE, LLC, a Delaware limited liability company (“UW”; and together with UGC and UGIV, each a “Seller” and collectively, the “Sellers”) and UGC Holdings, Inc., a Delaware corporation (”Buyer”). The undersigned Key Holders join this Agreement for the limited purpose of acknowledging their obligations under Section 6.07 hereof.

TERMINATION AND MUTUAL RELEASE AGREEMENT
Termination and Mutual Release Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York

This Termination and Mutual Release Agreement (the “Agreement”) is made and entered into as of July 31, 2018 (the “Effective Date”) by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”

SHARE EXCHANGE AGREEMENT by and between RED FISH PROPERTIES, INC. and
Share Exchange Agreement • May 11th, 2018 • Red Fish Properties, Inc. • Services-prepackaged software • Texas

This Share Exchange Agreement, with an effective date of May 4, 2018 (the “Effective Date”), is between Red Fish Properties, Inc., a Delaware corporation based in Houston, Texas (“RedFish”), and Data Discovery, Inc., a Texas corporation based in Hallandale, Florida (“DataD”). RedFish and DataD wish to each exchange 10% of total ownership shares in their respective companies for 10% of the total ownership shares in the other’s company.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 14th, 2022 • Oracle Health, Inc. • Surgical & medical instruments & apparatus

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 7, 2022, is entered into by and between Oracle Health, Inc., a Nevada corporation (the “Oracle NV”), and Oracle Health, Inc., a Delaware corporation (“Oracle DE”). Oracle NV and Oracle DE are sometimes together referred to herein as the “Constituent Entities.”

AGREEMENT AND PLAN OF MERGER BETWEEN UG, LLC AND UNCOMMON GIVING CORPORATION
Agreement and Plan of Merger • March 11th, 2022 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2022 (this “Agreement”), is between UG, LLC, a Delaware limited liability company (the “LLC”), and Uncommon Giving Corporation, a Delaware corporation (the “Corporation”).

AGREEMENT AND PLAN OF MERGER VAXANIX BIO, LTD; Vaxanix Bio Acquisition Corp. IV; and Oncolyze, inc. Dated as of February 6, 2024
Agreement and Plan of Merger • February 29th, 2024 • Oncolyze, Inc. • Pharmaceutical preparations • Delaware

This Agreement and Plan of Merger (as may be amended from time to time, this “Agreement”), is made and entered into as of February 6, 2024 by and among VAXANIX BIO, LTD, a Nevada corporation (“Parent”), Vaxanix Bio Acquisition Corp. IV, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Oncolyze, Inc. , a Delaware corporation (the “Company”) (each a “Party” and collectively the “Parties”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.

ASSET PURCHASE AGREEMENT by and between LEATHER WALLET LLC, a Delaware limited liability company, and HIRO SYSTEMS PBC a Delaware public benefit corporation Dated as of August 30, 2023
Asset Purchase Agreement • September 6th, 2023 • Hiro Systems PBC • Finance services • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2023 (the “Agreement Date”) by and between Leather Wallet LLC, a Delaware limited liability company (“Acquirer”) and Hiro Systems PBC, a Delaware public benefit corporation (the “Company”).

ASSET PURCHASE AGREEMENT BY AND AMONG PARALLEL HOLDING COMPANY INC., KEVIN WEILER, GRAHAM MCBAIN, LAYERONE ACQUISITION LLC AND XY – THE FINDABLES COMPANY JULY 6, 2018
Asset Purchase Agreement • July 12th, 2018 • XY - The Findables Co • Communications equipment, nec • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 6, 2018, is made and entered into by and between PARALLEL HOLDING COMPANY INC., a Delaware corporation (“Seller”), Kevin Weiler, and Graham McBain, the individual stockholders of Seller (each, a “Stockholder” and, together the “Stockholders”), LAYERONE ACQUISITION LLC, a Delaware limited liability company (“Buyer”) and XY – the Findables Company, a Delaware corporation (“Parent”).

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