Common Contracts
2 similar Agreement and Plan of Merger and Reorganization contracts by Cure Pharmaceutical Holding Corp.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CURE PHARMACEUTICAL HOLDING CORP., CURE LABS, INC., AND THE SERA LABS, INC. AND NANCY DUITCH, AS THE SECURITYHOLDERS’ REPRESENTATIVE September 23, 2020 INDEX OF EXHIBITS AND SCHEDULESAgreement and Plan of Merger and Reorganization • October 5th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • California
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of September 23, 2020 (the “Agreement Date”), by and among CURE PHARMACEUTICAL HOLDING CORP., a Delaware corporation (“Acquiror”), CURE LABS, INC., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), THE SERA LABS, INC., a Delaware corporation (the “Company”), and NANCY DUITCH, as the Securityholders’ Representative (as defined in this Agreement). Acquiror, Merger Sub, the Company and the Securityholders’ Representative are referred to sometimes individually as a “Party” and, collectively herein as the “Parties.” Certain capitalized terms used herein have the respective meanings set forth in Exhibit A.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CURE PHARMACEUTICAL HOLDING CORP., CURE CHEMISTRY, INC., AND CHEMISTRY HOLDINGS, INC. AND JOSH HELD, AS THE SECURITYHOLDERS’ REPRESENTATIVE March 31, 2019Agreement and Plan of Merger and Reorganization • December 31st, 2019 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • Delaware
Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing; Effective Time 2 1.3 Effect of the Merger 2 1.4 Closing Deliveries 2 1.5 Certificate of Incorporation and Bylaws 5 1.6 Directors and Officers 6 1.7 Taking of Necessary Action; Further Action 6 ARTICLE II EXCHANGE OF COMPANY SECURITIES 6 2.1 Effect of the Merger on Company Securities 6 2.2 Surrender of Certificates in Exchange for Payments 8 2.3 Withholding Rights 10 2.4 Post-Closing Adjustment 10 2.5 Earn-out 11 2.6 Spreadsheet 12 2.7 Indebtedness and Transaction Expenses 12 2.8 Appraisal Rights 13 2.9 Tax Treatment 13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 13 3.1 Organization, Standing and Power 14 3.2 Subsidiaries 14 3.3 Capital Structure 14 3.4 Authority; Noncontravention 16 3.5 Financial Statements 17 3.6 Liabilities 17 3.7 Absence of Certain Changes 18 3.8 Litigation 20 3.9 Compliance with Laws; Governmental Permits 20 3.10 Title to Property and Assets; Sufficiency of Assets 20 3.11 Real Estate 20 3.12 In
