RECITALS:Merger Agreement and Plan of Reorganization • August 21st, 2006 • Medsolutions Inc • Refuse systems • New York
EXHIBIT 10.2Merger Agreement and Plan of Reorganization • May 12th, 2004 • Photo Control Corp • Photographic equipment & supplies • Minnesota
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY XIX, INC., DESERT PAIN MEDICINE GROUP, A MEDICAL CORPORATION AND EXECUTION DATE: JANUARY 20, 2006.Merger Agreement and Plan of Reorganization • January 25th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEXTPLAT CORP, PROGRESSIVE CARE LLC, AND PROGRESSIVE CARE INC., DATED AS OF APRIL 12, 2024Merger Agreement and Plan of Reorganization • April 17th, 2024 • NextPlat Corp • Telephone communications (no radiotelephone) • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of April 12, 2024 (this “Agreement”), is made by and among NextPlat Corp., a Nevada corporation (“Parent”), Progressive Care LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Progressive Care Inc., a Delaware corporation (the “Company”). Certain terms used herein but not previously defined are defined hereinafter in ARTICLE 1.
RECITALS:Merger Agreement and Plan of Reorganization • May 9th, 2005 • Competitive Companies Inc • Telephone communications (no radiotelephone)
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERMerger Agreement and Plan of Reorganization • February 22nd, 2000 • U S Trucking Inc • Trucking (no local) • Florida
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”), XUEHONG LI, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS’ REPRESENTATIVE”), OAK WOODS ACQUISITION CORPORATION....Merger Agreement and Plan of Reorganization • August 14th, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of August 11, 2023 (the “Execution Date”) by and among Huajin (China) Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company” or “Huajin”), Xuehong Li, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation, an exempted company incorporated in the Cayman Islands (the “Purchaser” or “Oak Woods”) and Oak Woods Merger Sub Inc., an exempted company incorporated in the Cayman Islands (the “Merger Sub”).
1 EXHIBIT 2.4 FIRST AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • March 29th, 2001 • New Focus Inc • Semiconductors & related devices • Delaware
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY XIII, INC., RICK TAYLOR, D.O., P.A. AND RICK TAYLOR, D.O. EXECUTION DATE: JUNE 7, 2004.Merger Agreement and Plan of Reorganization • June 10th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • Texas
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into on the 7th day of June, 2004 (the “Execution Date”) by and among PAINCARE HOLDINGS, INC., a Florida corporation (“PainCare”), PAINCARE ACQUISITION COMPANY XIII, INC., a Florida corporation (“Subsidiary”), in which PainCare and the Subsidiary are sometimes referred to herein as the “Acquiring Companies”, and RICK TAYLOR, D.O., P.A., a Texas professional association (the “Company”), and RICK TAYLOR, D.O., an individual (“Shareholder”).
AMENDED & RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HENNESSY CAPITAL INVESTMENT CORP. V, PLUSAI CORP, PLUS INC., PRIME MERGER SUB I, INC., PRIME MERGER SUB II, INC., AND PLUS HOLDINGS LTD. DATED AS OF JUNE 19, 2021Merger Agreement and Plan of Reorganization • June 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • Delaware
This AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 19, 2021 (this “Agreement”), is made by and among Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”), PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Second Merger Sub”) and Plus Holdings Ltd. (“Plus Holdings”) an exempted company incorporated with limited liability in the Cayman Islands (each a “Party” and collectively, the “Parties”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CELSIUS HOLDINGS, INC., CELSIUS, INC., ELITE FX, INC. AND THE OTHER PARTIES SIGNATORY HERETO Dated as of January 24, 2007Merger Agreement and Plan of Reorganization • February 2nd, 2007 • Celsius Holdings, Inc. • Metal mining • Florida
This MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of January 24, 2007, by and among Celsius Holdings, Inc., a Nevada corporation ("Parent"), Celsius, Inc., a Nevada corporation and wholly-owned subsidiary of Parent ("Sub"), Elite FX, Inc., a Florida corporation (the "Company"), Steve Haley (the "Indemnifying Officer") and, with respect to Article 7 and Article 9 only, and Steve Haley as securityholder agent ("Securityholder Agent"). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 10.
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • August 4th, 2000 • Emerging Markets Infrastructure Fund Inc • Maryland
MERGER AGREEMENT AND PLAN OF REORGANIZATION This MERGER AGREEMENT and PLAN OF REORGANIZATION (the "Agreement") dated as of March 26, 1999 is by and among ALPHA PEACH TREE CORPORATION ("APT"), a Delaware corporation whose principal office is located at...Merger Agreement and Plan of Reorganization • March 31st, 1999 • Alpha Hospitality Corp • Services-miscellaneous amusement & recreation • New York
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FG MERGER CORP., FG MERGER SUB INC., AND ICORECONNECT INC. DATED AS OF JANUARY 5, 2023Merger Agreement and Plan of Reorganization • January 6th, 2023 • FG Merger Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of January 5, 2023, (this “Agreement”), is made by and among FG Merger Corp., a Delaware corporation (“Parent”), FG Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and iCoreConnect Inc., a Nevada corporation (the “Company”). Certain terms used herein are defined in Article I.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY X, INC., REW MERGER CORP. AND ROBERT E. WRIGHT, M.D. AND KENNETH M. ALO, M.D. EXECUTION DATE: APRIL 29, 2004.Merger Agreement and Plan of Reorganization • May 19th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into effective the 29th day of April, 2004 (the “Execution Date”) by and among PAINCARE HOLDINGS, INC., a Florida corporation (“PainCare”), PAINCARE ACQUISITION COMPANY X, INC., a Florida corporation (“Subsidiary”), in which PainCare and the Subsidiary are sometimes referred to herein as the “Acquiring Companies”, and REW MERGER CORP., a Colorado corporation formerly known as Denver Pain Management, P.C. (the “Company”), and ROBERT E WRIGHT, M.D., an individual (“Dr. Wright”), and KENNETH M. ALO, M.D., an individual (“Dr. Alo”) .
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • April 24th, 2003 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • Florida
EX-2.1 2 g06337exv2w1.htm EX-2.1 MERGER AGREEMENT & PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • May 5th, 2020 • Florida
EXHIBIT 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 27, 2007, is entered into by and among Acuity Pharmaceuticals, Inc., a Delaware corporation (“Acuity”), Froptix Corporation, a Florida corporation (“Froptix”), eXegenics Inc. a Delaware corporation (“Parent”), e-Acquisition Company I-A, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Parent (“Merger Sub I”) and e-Acquisition Company II-B, LLC, a Delaware limited liability company which is a wholly owned subsidiary of Parent (“Merger Sub II”). WHEREAS, the Boards of Directors and/or members, as applicable, of each of Parent, Merger Sub I, Merger Sub II, Acuity and Froptix have, pursuant to the Laws of their respective States of incorporation or organization, approved this Agreement and the consummation of the transactions contemplated hereby, including (i) the merger of Froptix with and into Merger Sub I (the “Fro
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • November 13th, 2012 • Epicept Corp • Pharmaceutical preparations
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered as of November 7, 2012, by and among EpiCept Corporation, a Delaware corporation (“Parent”), Epicept Israel Ltd., an Israeli company in incorporation (“Acquisition Subsidiary”), which shall be, following incorporation, a wholly owned subsidiary of Parent, and Immune Pharmaceuticals Ltd., an Israeli company (the “Company”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BETWEEN THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. AND THE EMERGING MARKETS INFRASTRUCTURE FUND, INC. DATED AS OF JULY 31, 2000 TABLE OF CONTENTS 1. DEFINITIONS 1 2. BASIC TRANSACTION 1 2.1. The...Merger Agreement and Plan of Reorganization • January 29th, 2001 • Emerging Markets Telecommunications Fund Inc • Maryland
74 FINET HOLDINGS CORPORATION AND MONUMENT MORTGAGE, INC. MERGER AGREEMENT AND PLAN OF REORGANIZATION This Merger Agreement and Plan of Reorganization ("Agreement") is made as of December 20, 1996, at San Francisco, California, among Finet Holdings...Merger Agreement and Plan of Reorganization • September 25th, 1997 • Finet Holdings Corp • Loan brokers • California
AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • September 13th, 2023 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT to the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of November 7, 2022, by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Profusa, Inc., a California corporation (the “Company”), is effective as of this 12th day of September, 2023 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • September 9th, 2008 • Clicknsettle Com Inc • Services-business services, nec • Delaware
This FIRST AMENDMENT (the “Amendment”) is made as of August 29, 2008 to the Merger Agreement and Plan of Reorganization (“Merger Agreement”), dated as of June 18, 2008, by and among Cardo Medical, LLC, a California limited liability company, clickNsettle.com, Inc., a Delaware corporation, and Cardo Acquisition, LLC, a California limited liability company.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CDSI HOLDINGS INC., CDSI MERGER SUB, INC., SG BLOCKS, INC. AND CERTAIN OF THE STOCKHOLDERS OF SG BLOCKS, INC. DATED AS OF JULY 27, 2011Merger Agreement and Plan of Reorganization • August 2nd, 2011 • Cdsi Holdings Inc • Blank checks • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of July 27, 2011, by and among CDSI Holdings Inc., a Delaware corporation (“CDSI”), CDSI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CDSI (“Merger Sub”), SG Blocks, Inc., a Delaware corporation (“SG Blocks”), and the persons executing the “Stockholders Signature Page” hereto (the “Signing Stockholders”). The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the SG Blocks Schedule and the CDSI Schedule, as defined in the preambles to Articles II and III hereof, respectively).
AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • July 5th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation
This AMENDMENT NO. 1 to the MERGER AGREEMENT AND PLAN OF REORGANIZATION is entered into as of July 1, 2013 by and among Ascend Acquisition Corp. (“Ascend”), Ascend Merger Sub, LLC (“Merger Sub LLC”), Ascend Merger Sub, Inc. (“Merger Sub Inc.”), Kitara Media, LLC (“Kitara Media”), New York Publishing Group, Inc. (“NYPG”) and the persons executing the “Signing Holder Signature Page” attached hereto. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • June 12th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of June 12, 2013, by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub LLC”), Ascend Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Ascend (“Merger Sub Inc.”), Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), New York Publishing Group, Inc., a Delaware corporation (“NYPG”), and the persons executing the “Signing Holder Signature Page” hereto holding a majority of the outstanding membership interests of Kitara Media (the “Kitara Signing Holder”) and a majority of the outstanding shares of common stock of NYPG (the “NYPG Signing Holder” and together with the Kitara Signing Holder, the “Signing Holders”). The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from ti
AMENDMENT NO. 2 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • February 12th, 2013 • Epicept Corp • Pharmaceutical preparations
This Second Amendment to Merger Agreement and Plan of Reorganization (the “Second Amendment”), is made as of the 11th day of February, 2013 (the “Effective Date”), by and between Immune Pharmaceuticals Ltd. (“Immune”), EpiCept Corporation and EpiCept Israel Ltd., an Israeli company (together, “EpiCept”). Immune and Epicept shall hereinafter sometimes be referred to collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization dated November 7, 2012, as amended by the Amendment to Merger Agreement and Plan of Reorganization dated November 27, 2012 (the “First Amendment” and together, the “Merger Agreement”).
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • February 4th, 2021 • Delaware
This Agreement is entered into on February 1, 2021 by and between FogChain Corp. (“FogChain”), a company incorporated pursuant to the Business Corporations Act (Ontario), Avisa Pharma Inc. (the “Company”), a Delaware corporation and FogChain USA Inc., a Delaware corporation (“Subco”, as more specifically defined herein).
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • December 18th, 2014 • Tiger Media, Inc. • Services-advertising • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of December 14, 2014, is entered into by and among The Best One, Inc., a Florida corporation (“TBO”), Tiger Media, Inc., a Cayman Islands company (“Parent”), TBO Acquisition, LLC, a Delaware limited liability company, which is a wholly owned Subsidiary of Parent (“Merger Sub”) and Derek Dubner, solely in his capacity as Representative hereunder.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BBV VIETNAM S.E.A. ACQUISITION CORPORATION, BBV SUB, INC. MIGAMI, INC. AND PHARMANITE, INC. Dated as of February 27, 2010Merger Agreement and Plan of Reorganization • March 8th, 2010 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of February 27, 2010 by and among, BBV Vietnam S.E.A. Acquisition Corporation, a Republic of the Marshall Islands corporation (“BBV”), BBV Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BBV (“BBV Sub”), Migami, Inc., a Nevada corporation (“Migami”), and Pharmanite, Inc., a Delaware corporation and wholly-owned subsidiary of Migami (“Migami Sub”). BBV, BBV Sub, Migami and Migami Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ASCEND ACQUISITION CORP., ASCEND MERGER SUB, LLC, ANDOVER GAMES, LLC AND THE MEMBERS OF ANDOVER GAMES, LLC DATED AS OF DECEMBER 30, 2011Merger Agreement and Plan of Reorganization • January 4th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 30, 2011, by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub”), Andover Games, LLC, a Delaware limited liability company (“Andover Games”), and the persons executing the “Members Signature Page” hereto (the “Signing Members”). The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Andover Games Schedule and the Ascend Schedule, as defined in the preambles to Articles II and III hereof, respectively).
AMENDMENT NO. 3 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • March 19th, 2013 • Epicept Corp • Pharmaceutical preparations
This Third Amendment to Merger Agreement and Plan of Reorganization (this “Third Amendment”), is made as of the 14th day of March, 2013 (the “Effective Date”), by and among Immune Pharmaceuticals Ltd. (“Immune”) EpiCept Corporation, a Delaware corporation, and EpiCept Israel Ltd., an Israeli company (together, “EpiCept” and collectively with Immune, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization, dated November 7, 2012 (the “Merger Agreement”), as amended on November 27, 2012 (the “First Amendment”) and on February 11, 2013 (the “Second Amendment”).
RECITALSMerger Agreement and Plan of Reorganization • August 8th, 1997 • Synaptx Worldwide Inc • Utah
MERGER AGREEMENT AND PLAN OF REORGANIZATION Dated as of December 2, 2021Merger Agreement and Plan of Reorganization • December 2nd, 2021 • Federal Realty Investment Trust • Real estate investment trusts • Maryland
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into as of December 2, 2021 by and among Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), FRT Holdco REIT, a Maryland real estate investment trust (“Holdco”), and FRT Merger Sub REIT, a Maryland real estate investment trust (“Merger Sub” and, together with the Company and Holdco, collectively the “Parties”).
AMENDMENT NO. 2 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • May 25th, 2012 • Ascend Acquisition Corp. • Services-computer processing & data preparation
This AMENDMENT NO. 2 to the MERGER AGREEMENT AND PLAN OF REORGANIZATION is entered into as of April 30, 2012 by and among Ascend Acquisition Corp. (“Ascend”), Andover Games, LLC (“Andover Games”) and the former members of Andover Games. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Merger Agreement and Plan of Reorganization, dated as of December 30, 2011 (the “Merger Agreement”), providing for the merger of Ascend Merger Sub, LLC, the former wholly owned subsidiary of Ascend, with and into Andover Games with Andover Games surviving as a wholly owned subsidiary of Ascend; and
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • October 17th, 1997 • Wheels Sports Group Inc • Commercial printing • Delaware
