Reorganization Agreement and Plan of Share Exchange Sample Contracts

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • December 18th, 2013 • Virginia National Bankshares Corp • National commercial banks • Virginia

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of March 6, 2013, is entered into between Virginia National Bank (the “Bank”), a national bank organized under the laws of the United States, and Virginia National Bankshares Corporation (the “Holding Company”), a corporation organized under the laws of the Commonwealth of Virginia.

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August 3, 2012
Reorganization Agreement and Plan of Share Exchange • August 3rd, 2012 • TGR Financial, Inc. • National commercial banks

We have acted as special counsel to TGR Financial, Inc. (“Holding Company”) in connection with the proposed share exchange (the “Reorganization”) in which the shareholders of First National Bank of the Gulf Coast (“Bank”) will exchange their shares of capital stock of Bank for shares of voting common stock of Holding Company. As a result of the Reorganization, Bank will become a wholly-owned subsidiary of Holding Company pursuant to the terms of and as described in that certain Reorganization Agreement and Plan of Share Exchange (the “Share Exchange Agreement”) dated as of June 26, 2012 by and between Holding Company and Bank, as described in the Holding Company Registration Statement on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on June 28, 2012 (File No. 333-18244).

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • June 28th, 2012 • TGR Financial, Inc. • Florida

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Reorganization Plan”), dated as of June 26, 2012, is entered into between First National Bank of the Gulf Coast (the “Bank”), a national bank organized under the laws of the United States, and TGR Financial, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Florida.

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Nevada

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of November 15, 2022, is entered into by and among Acesis Holdings Corporation, a Nevada corporation (the “Holding Company”), Acesis Biomed Limited, incorporated in England and Wales (the “UK Company”), and the shareholder of UK Company identified on Schedule A hereto (a ”Shareholder” and together with all other shareholders of UK Company, collectively, the “Shareholders”). The Holding Company, the UK Company and the other Shareholders are entering into agreements identical in all respects to this Agreement except for the name of the shareholder party and the holdings of that shareholder described on Schedule A to each such agreement (collectively the “Agreements”). Each of the Shareholder, UK Company and the Holding Company is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • December 17th, 2021 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of July 22, 2021, is entered into by and among La Rosa Coaching, LLC, a Florida limited liability company (“Coaching”), La Rosa CRE LLC, a Florida limited liability company (“CRE”), La Rosa Franchising, LLC, a Florida limited liability company (“Franchising”), La Rosa Property Management LLC, a Florida limited liability company (“Property Management”), La Rosa Realty, LLC, a Florida limited liability company (“Realty”), La Rosa Holdings Corp., a Nevada corporation (the “Holding Company”), and Joseph La Rosa, a resident of the State of Florida (“Mr. La Rosa”). Each of Coaching, CRE, Franchising, Property Management and Realty and the Holding Company and Mr. La Rosa is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • July 30th, 2010 • STATE BANK FINANCIAL Corp

THIS REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Reorganization Plan”), dated as of January 27, 2010, is entered into between State Bank and Trust Company (the “Bank”) and State Bank Financial Corporation (the “Holding Company”).

RECITALS:
Reorganization Agreement and Plan of Share Exchange • December 7th, 2001 • Georgia Bancshares Inc//
March 26, 2013
Reorganization Agreement and Plan of Share Exchange • March 26th, 2013 • Virginia National Bankshares Corp

We have acted as special counsel to Virginia National Bankshares Corporation, a Virginia corporation (the “Holding Company”), and Virginia National Bank, a national banking association (the “Bank”), in connection with the proposed share exchange (the “Reorganization”) in which the shareholders of the Bank will exchange their shares of capital stock of the Bank for shares of voting common stock of the Holding Company. As a result of the Reorganization, the Bank will become a wholly-owned subsidiary of the Holding Company pursuant to the terms of and as described in that certain Reorganization Agreement and Plan of Share Exchange (the “Reorganization Agreement”), dated as of March 6, 2013, by and between the Holding Company and the Bank, as described in the Holding Company’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2013.

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