Acquisition Agreement And Plan Of Merger Sample Contracts

Homeownusa – Acquisition Agreement and Plan of Merger (December 29th, 2017)

THIS ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 29th day of December, 2017, by and among SeD Intelligent Home Inc., a Nevada corporation (the "Public Company"), SeD Acquisition Corp., a Delaware corporation (the "Merger Sub"), SeD Home International, Inc., a Delaware corporation ("SeD Home International"), and SeD Home, Inc., a corporation incorporated under the laws of the State of Delaware ("SeD Home").

Grow Solutions Holdings, Inc. – Acquisition Agreement and Plan of Merger (February 19th, 2015)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into on this 16th day of February, 2015, by and among LightTouch Vein & Laser, Inc., a corporation incorporated under the laws of the State of Nevada (the Parent), LightTouch Vein & Laser Acquisition Corporation, a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the Merger Sub), Edward Bailey, an individual residing at 4492 South Enclave Vista Lane, Holladay, Utah 84124 (the Sole Officer), and Grow Solutions, Inc., a corporation incorporated under the laws of the State of Delaware (Grow Solutions).

Bar Harbor Bankshares, Inc. – Change in Control, Confidentiality, and Noncompetition Agreement (February 19th, 2015)

THIS CHANGE IN CONTROL, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT is made and entered into this 17th day of February, 2015 by and between BAR HARBOR BANKSHARES, a Maine corporation with its headquarters located in Bar Harbor, Maine (hereinafter, the Company), and Robert P. Gerseny, JD, a resident of Hopkinton, New Hampshire (hereinafter, the Executive").

Clutterbug Move Management, Inc. – Acquisition Agreement and Plan of Merger (December 30th, 2014)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 17th day of December, 2014, by and among Clutterbug Move Management, Inc., a corporation incorporated under the laws of the State of Nevada (the "Parent"), Clutterbug Move Management Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the "Merger Sub"), Victoria Young, an individual residing at 29 Church Street, South Orange, New Jersey 07079 (the "Majority Shareholder"), and IneedMD, Inc., a corporation incorporated under the laws of the State of Delaware ("IneedMD").

Blackcraft Cult, Inc. – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 26, 2014 BY AND AMONG BLACKCRAFT CULT, INC. ("MRCD"), a Nevada Corporation, MERCULITE SUB CO ("MERCULITE SUBCO"), a Nevada Corporation AND BLACKCRAFT EMOJI INCORPORATED. ("BLACKCRAFT"), a California Corporation. (September 25th, 2014)
Blackcraft Cult, Inc. – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 26, 2014 BY AND AMONG BLACKCRAFT CULT, INC. ("MRCD"), a Nevada Corporation, MERCULITE SUB CO ("MERCULITE SUBCO"), a Nevada Corporation AND BLACKCRAFT EMOJI INCORPORATED. ("BLACKCRAFT"), a California Corporation. (September 8th, 2014)
Envestnet Inc – AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER Among ENVESTNET, INC., POSEIDON MERGER CORP., PLACEMARK HOLDINGS, INC., THE SELLING SECURITYHOLDERS and FORTIS ADVISORS, LLC, as Securityholder Representative Dated as of August 11, 2014 (August 11th, 2014)

THIS AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER, dated as of August 11, 2014 (this Agreement), is among Envestnet, Inc., a Delaware corporation (Buyer), Poseidon Merger Corp., a Delaware corporation and wholly owned subsidiary of Buyer (Merger Sub), Placemark Holdings, Inc., a Delaware corporation (the Company), the Persons named in the attached Schedule I (each a Selling Securityholder and collectively, the Selling Securityholders), and Fortis Advisors LLC, a Delaware limited liability company in its capacity as the Securityholder Representative.

Blackcraft Cult, Inc. – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 26, 2014 BY AND AMONG BLACKCRAFT CULT, INC. ("MRCD"), a Nevada Corporation, MERCULITE SUB CO ("MERCULITE SUBCO"), a Nevada Corporation AND BLACKCRAFT EMOJI INCORPORATED. ("BLACKCRAFT"), a California Corporation. (July 29th, 2014)
Sports Field Holdings, Inc. – Acquisition Agreement and Plan of Merger (June 18th, 2014)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 16th day of June, 2014, by and among Anglesea Enterprises, Inc., a corporation incorporated under the laws of the State of Nevada (the "Parent"), Anglesea Enterprises Acquisition Corp., a corporation incorporated under the laws of the State of Nevada and a wholly-owned subsidiary of the Parent (the "Merger Sub"), Leslie Toups, an individual residing at 13799 Park Blvd., Suite 147, Seminole, FL 33776 and Edward G. Mass Jr. an individual residing at 2323 State Road 580 Clear Water FL, 33761 (Mr. Toups and Mr. Mass Jr., together, the "Majority Shareholders"), and Sports Field Holdings, Inc., a corporation incorporated under the laws of the State of Nevada ("Sports Field").

Blackcraft Cult, Inc. – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 26, 2014 BY AND AMONG BLACKCRAFT CULT, INC. ("MRCD"), a Nevada Corporation, MERCULITE SUB CO ("MERCULITE SUBCO"), a Nevada Corporation AND BLACKCRAFT EMOJI INCORPORATED. ("BLACKCRAFT"), a California Corporation. (June 5th, 2014)
Capstone Financial Group – Via EMAIL May 14, 2014 To: Darin Pastor, President Capstone Affluent Strategies, Inc. 2600 Michelson Dr., Suite 700 Irvine, CA 92612 From: George Schneider Capstone Financial Group, Inc. 2600 Michelson Dr., Suite 700 Irvine, CA 92612 Subject: Rescission of Acquisition Agreement and Plan of Merger ("Merger Agreement") by and Among Capstone Financial Group, Inc., Capstone Sub Co, and Capstone Affluent Strategies, Inc. (Together the "Parties")does Dear Mr. Pastor, (May 15th, 2014)

This letter serves as notification that the Parties have mutually agreed to rescind the Merger Agreement dated December 16, 2013. The Board of Directors of each Party has unanimously approved the execution, delivery and performance of this Rescission Letter Agreement and the transactions contemplated by this letter.

Blackcraft Cult, Inc. – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 26, 2014 BY AND AMONG BLACKCRAFT CULT, INC. ("MRCD"), a Nevada Corporation, MERCULITE SUB CO ("MERCULITE SUBCO"), a Nevada Corporation AND BLACKCRAFT EMOJI INCORPORATED. ("BLACKCRAFT"), a California Corporation. (March 27th, 2014)
Capstone Financial Group – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 13, 2013 BY AND AMONG CAPSTONE FINANCIAL GROUP, INC. ("CAPP"), a Nevada Corporation, CAPSTONE SUB CO ("CAPSTONE SUBCO"), a Nevada Corporation AND CAPSTONE AFFLUENT STRATEGIES, INC. ("AFFLUENT"), a California Corporation. (December 13th, 2013)
MamaMancini's Holdings, Inc. – Acquisition Agreement and Plan of Merger (May 8th, 2013)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 24th day of January, 2013, by and among Mascot Properties, Inc., a corporation incorporated under the laws of the State of Nevada (the "Parent"), Mascot Properties Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the "Merger Sub"), David Dreslin, an individual residing at 7985 113th Street, Suite 220 Seminole, Florida 33772 (the "Majority Shareholder"), and MamaMancini's Inc.., a corporation incorporated under the laws of the State of Delaware ("MamaMancini's").

MamaMancini's Holdings, Inc. – Acquisition Agreement and Plan of Merger (April 16th, 2013)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 24th day of January, 2013, by and among Mascot Properties, Inc., a corporation incorporated under the laws of the State of Nevada (the "Parent"), Mascot Properties Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the "Merger Sub"), David Dreslin, an individual residing at 7985 113th Street, Suite 220 Seminole, Florida 33772 (the "Majority Shareholder"), and MamaMancini's Inc.., a corporation incorporated under the laws of the State of Delaware ("MamaMancini's").

Noho Inc – ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER BY AND AMONG NOHO, INC (A Wyoming Corporation) DOLCE SUB CO (A Nevada Corporation), DOLCE, INC. (A Nevada Corporation) (March 28th, 2013)

THIS ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER ("Addendum No. 1") is made and entered into effective this 25th day of March, 2013, by and among NOHO, Inc., a Wyoming corporation ("NOHO"), and Dolce Sub Co, a Nevada Corporation and wholly owned subsidiary of NOHO ("Sub Co"), and Dolce, Inc. ("DB"), a Nevada corporation.

Noho Inc – Agreement and Plan of Merger (March 21st, 2013)

This Agreement and Plan of Merger (this "Agreement"), dated as of March 18, 2013, is by and among NOHO, Inc., a Wyoming corporation ("NOHO"), Dolce Sub Co, a Nevada corporation and wholly owned subsidiary of NOHO, (" Dolce Sub Co") and Dolce Bevuto, Inc., a Nevada corporation ("DB"), Dolce Sub Co and DB being the constituent entities in the Merger.

MamaMancini's Holdings, Inc. – Acquisition Agreement and Plan of Merger (March 11th, 2013)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 24th day of January, 2013, by and among Mascot Properties, Inc., a corporation incorporated under the laws of the State of Nevada (the "Parent"), Mascot Properties Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the "Merger Sub"), David Dreslin, an individual residing at 7985 113th Street, Suite 220 Seminole, Florida 33772 (the "Majority Shareholder"), and MamaMancini's, Inc., a corporation incorporated under the laws of the State of Delaware ("MamaMancini's").

MamaMancini's Holdings, Inc. – Acquisition Agreement and Plan of Merger (January 30th, 2013)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into on this 24th day of January, 2013, by and among Mascot Properties, Inc., a corporation incorporated under the laws of the State of Nevada (the "Parent"), Mascot Properties Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the "Merger Sub"), David Dreslin, an individual residing at 7985 113th Street, Suite 220 Seminole, Florida 33772 (the "Majority Shareholder"), and MamaMancini's, Inc., a corporation incorporated under the laws of the State of Delaware ("MamaMancini's").

Star Mountain Resources, Inc. – Acquisition Agreement and Plan of Merger Extension Agreement (November 28th, 2012)

This ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENT (this "Extension Agreement") is made as of October 24, 2012, by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation ("Jameson Stanford"), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford ("JSR Sub Co"), and Bolcan Mining Corporation, a Nevada corporation ("Bolcan"), and relates to that Acquisition Agreement and Plan of Merger (the "Acquisition Agreement") dated May 7, 2012. Jameson Stanford, JSR Sub Co, and Bolcan may each be referred to herein as a "Party" and collectively as the "Parties."

Acquisition Agreement and Plan of Merger (November 13th, 2012)

ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") made November 9, 2012 by and among Monster Offers, a Nevada corporation ("Parent"), Monster Offers Acquisition Corporation, a Nevada corporation ("Sub"), and AD SHARK, INC., a California corporation (the "Company").

Star Mountain Resources, Inc. – Acquisition Agreement and Plan of Merger Extension Agreement (November 2nd, 2012)

This ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENT (this "Extension Agreement") is made as of July 24, 2012, by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation ("Jameson Stanford"), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford ("JSR Sub Co"), and Bolcan Mining Corporation, a Nevada corporation ("Bolcan"), and relates to that Acquisition Agreement and Plan of Merger (the "Acquisition Agreement") dated May 7, 2012. Jameson Stanford, JSR Sub Co, and Bolcan may each be referred to herein as a "Party" and collectively as the "Parties."

Star Mountain Resources, Inc. – Acquisition Agreement and Plan of Merger Extension Agreement (November 2nd, 2012)

This ACQUISITION AGREEMENT AND PLAN OF MERGER EXTENSION AGREEMENT (this "Extension Agreement") is made as of October 24, 2012, by and among Jameson Stanford Resources Corporation (formerly known as MyOtherCountryClub.com), a Nevada corporation ("Jameson Stanford"), JSR Sub Co, a Nevada corporation and wholly owned subsidiary of Jameson Stanford ("JSR Sub Co"), and Bolcan Mining Corporation, a Nevada corporation ("Bolcan"), and relates to that Acquisition Agreement and Plan of Merger (the "Acquisition Agreement") dated May 7, 2012. Jameson Stanford, JSR Sub Co, and Bolcan may each be referred to herein as a "Party" and collectively as the "Parties."

Power of The Dream Ventures Inc – Acquisition Agreement and Plan of Merger (October 4th, 2012)

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into on this 28th day of September, 2012, by and among Power of the Dream Ventures, Inc., a Delaware corporation (the Parent), Power of the Dream Ventures Acquisition Corp., a Delaware corporation (the Merger Sub), which is a wholly owned subsidiary of Parent, and Genetic Immunity, Inc., a Delaware corporation (Genetic Immunity).

Star Mountain Resources, Inc. – ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 7, 2012 BY AND AMONG JAMESON STANFORD RESOURCES CORPORATION ("Jameson Stanford"), a Nevada Corporation, JSR SUB CO ("JSR Sub Co"), a Nevada Corporation AND BOLCAN MINING CORPORATION ("Bolcan"), a Nevada Corporation (May 24th, 2012)
Acquisition Agreement and Plan of Merger (May 22nd, 2012)

This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") made May 22, 2012 by and among, Accend Media, a Nevada corporation ("Accend"), Scott Gerardi, an individual, and Cloud Star Corporation, a Nevada corporation (the "Cloud Star").

Giggles N' Hugs, Inc. – Addendum No. 3 to Acquisition Agreement and Plan of Merger by and Among Giggles N Hugs, Inc., Giggles N Hugs Sub Co., and Gnh, Inc. (December 30th, 2011)

THIS ADDENDUM NO. 3 TO ACQUISITION AGREEMENT AND PLAN OF MERGER ("Addendum No. 3") is made and entered into effective this 30th day of December, 2011, by and among GIGGLES N HUGS, INC., a Nevada Corporation ("Giggles N Hugs"), GIGGLES N HUGS SUB CO, a Nevada Corporation and wholly owned subsidiary of Giggles N Hugs ("Giggles N' Hugs Sub Co") and GNH, INC., a Nevada Corporation ("GNH").

ADDENDUM, DATED THIS 25TH DAY OF MAY, 2011, TO THE ACQUISITION AGREEMENT AND PLAN OF MERGER, DATED AS OF May 2, 2011, BY AND AMONG HIGHLAND BUSINESS SERVICES, INC. (HGLB), a Nevada Corporation, HIGHLAND SUB CO, ("HBS"), a Nevada Corporation, AND RITEWIRE, INC. ("RITEWIRE"), a Nevada Corporation (June 1st, 2011)

In Witness Whereof, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

Bollente Companies – Addendum No. 1 to Acquisition Agreement and Plan of Merger by and Among Bollente Companies, Inc., Woodmans Lumber and Millwork Peru, and Bollente, Inc (May 6th, 2011)

THIS ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER ("Addendum No. 1") is made and entered into effective this 5nd day of May, 2011, by and among BOLLENTE COMPANIES, INC., a Nevada Corporation ("BOLC"), WOODMANS LUMBER AND MILLWORKS PERU, a Nevada Corporation and wholly owned subsidiary of BOLC ("WOODMANS") and BOLLENTE, INC., a Nevada corporation ("BOLLENTE").

ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF May 2, 2011 BY AND AMONG HIGHLAND BUSINESS SERVICES, INC. (HGLB), a Nevada Corporation, HIGHLAND SUB CO, ("HBS"), a Nevada Corporation AND RITEWIRE, INC. ("RITEWIRE"), a Nevada Corporation (May 6th, 2011)
Bollente Companies – Agreement and Plan of Merger (March 10th, 2011)

This Agreement and Plan of Merger (this "Agreement"), dated as of March 7, 2011, is by and among Bollente Companies, Inc., a Nevada corporation ("ACBR"), Woodmans Lumber and Millworks Peru, a Nevada corporation and wholly owned subsidiary of ACBR ("Woodmans") and Bollente, Inc., a Nevada corporation ("BOLLENTE"), Woodmans and BOLLENTE being the constituent entities in the Merger.

Addendum No. 1 to Acquisition Agreement and Plan of Merger by and Among Highland Business Services, Inc., Hglb Sub Co, and Elevate Marketing Group, Llc (February 11th, 2011)

THIS ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER ("Addendum No. 1") is made and entered into effective this 11th day of February, 2011, by and among HIGLAND BUSINESS SERVICES, INC., a Nevada Corporation ("HGLB"), HGLB SUB CO, a Nevada Corporation and wholly owned subsidiary of the HGLB ("HGLB Sub Co") and ELEVATE MARKETING GROUP, LLC, a Utah limited liability company ("EMG").

EverBank Financial Corp – ACQUISITION AGREEMENT AND PLAN OF MERGER by and Among EVERBANK FINANCIAL CORP, TITAN MERGER SUB, INC., TYGRIS COMMERCIAL FINANCE GROUP, INC. And AQUILINE CAPITAL PARTNERS LLC, as Designated Monitor and Solely for Purposes of Sections 3.2, 3.7, 3.9, 3.13, Article V, 8.6, 8.7, 9.1, 9.8, 10.2, Article XII, 13.1, 13.3, 13.6, 14.3, 14.4, Article XV, Article XVI, Article XVII and Schedule v Dated as of October 21, 2009 (February 7th, 2011)

This Acquisition Agreement and Plan of Merger, dated as of October 21, 2009 (this Agreement), is made by and among EverBank Financial Corp, a Florida corporation (Parent), Titan Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (Merger Sub), Tygris Commercial Finance Group, Inc., a Delaware corporation (the Company), and the Designated Monitor (as defined below), solely in its capacity as Designated Monitor of the Company Stockholders (as defined below) and solely for purposes of Sections 3.2, 3.7, 3.9, 3.13, Article V, 8.6, 8.7, 9.1, 9.8, 10.2, Article XII, 13.1, 13.3, 13.6, 14.3, 14.4, Article XV, Article XVI, Article XVII and Schedule V.

Agreement and Plan of Merger (February 4th, 2011)

This Agreement and Plan of Merger (this "Agreement"), dated as of February 2, 2011, is by and among Highland Business Services, Inc., a Nevada corporation ("HGLB"), HGLB Sub Co, a Nevada corporation and wholly owned subsidiary of HGLB ("HGLB Sub Co") and Elevate Marketing Group, LLC, a Utah limited liability company, together with its wholly owned subsidiaries set forth in the EMG Disclosure Schedule hereto (collectively, "EMG"), HGLB Sub Co and EMG being the constituent entities in the Merger.

EverBank Financial Corp – ACQUISITION AGREEMENT AND PLAN OF MERGER by and Among EVERBANK FINANCIAL CORP, TITAN MERGER SUB, INC., TYGRIS COMMERCIAL FINANCE GROUP, INC. And AQUILINE CAPITAL PARTNERS LLC, as Designated Monitor and Solely for Purposes of Sections 3.2, 3.7, 3.9, 3.13, Article V, 8.6, 8.7, 9.1, 9.8, 10.2, Article XII, 13.1, 13.3, 13.6, 14.3, 14.4, Article XV, Article XVI, Article XVII and Schedule v Dated as of October 21, 2009 (November 12th, 2010)

This Acquisition Agreement and Plan of Merger, dated as of October 21, 2009 (this Agreement), is made by and among EverBank Financial Corp, a Florida corporation (Parent), Titan Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (Merger Sub), Tygris Commercial Finance Group, Inc., a Delaware corporation (the Company), and the Designated Monitor (as defined below), solely in its capacity as Designated Monitor of the Company Stockholders (as defined below) and solely for purposes of Sections 3.2, 3.7, 3.9, 3.13, Article V, 8.6, 8.7, 9.1, 9.8, 10.2, Article XII, 13.1, 13.3, 13.6, 14.3, 14.4, Article XV, Article XVI, Article XVII and Schedule V.