Acquisition Agreement and Plan of Merger Sample Contracts

ARTICLE 2. Representations and Warranties of IVP Section 2.1. Organization and Qualification Section 2.2. Capitalization of IVP Section 2.3. Authority Relative to this Agreement; Recommendation Section 2.4. SEC Reports; Financial Statements Section...
Acquisition Agreement and Plan of Merger • October 29th, 2009 • EZJR, Inc. • Surgical & medical instruments & apparatus • Nevada
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ACQUISITION AGREEMENT AND PLAN OF MERGER by and among MAIL-WELL INC., a Colorado corporation,
Acquisition Agreement and Plan of Merger • June 11th, 1998 • Mail Well Inc • Converted paper & paperboard prods (no contaners/boxes) • Delaware
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1. Vote on Merger and Related Matters. The Constituent Corporations ------------------------------------- shall each, as soon as practicable, but prior to closing, and in no event later than 10 days after the execution and delivery hereof, (i) cause a...
Acquisition Agreement and Plan of Merger • March 20th, 2003 • Kaire Holdings Inc • In vitro & in vivo diagnostic substances • Nevada
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RECITALS:
Acquisition Agreement and Plan of Merger • June 17th, 2008 • AirtimeDSL • Telephone & telegraph apparatus • Nevada
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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • May 8th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New Jersey

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”).

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AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • September 26th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Delaware
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Exhibit 99.1 ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Delaware
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Contract
Acquisition Agreement and Plan of Merger • May 5th, 2020 • Delaware

EX-2.1 2 sed_ex2-1.htm ACQUISITION AGREEMENT AND PLAN OF MERGER Exhibit 2.1 ACQUISITION AGREEMENT AND PLAN OF MERGER 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”). W I T N E S S E T H: WHEREAS, the Public Company is the sole shareholder of the Merger Sub; WHEREAS, SeD Home International, Inc. is the sole shareholder of SeD Home; WHEREAS, SeD Home International, Inc. is the owner of the majority of the shares of the common stock of the Public Company, and owns 74,015,730 of the 74,043,324 issued and outstanding shares of the common stock of the Public Company; WHEREAS, the board of

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ARTICLE 2. Representations and Warranties of Integrated Micrometallurgical Systems, Inc. Section 2.1. Organization and Qualification Section 2.2. Capitalization of TPC Section 2.3. Authority Relative to this Agreement; Recommendation Section 2.4. SEC...
Acquisition Agreement and Plan of Merger • November 6th, 2006 • DEZ, Inc. • Blank checks • Nevada
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EX-2 2 growsolutionsincacquisitiona.htm FORM OF ACQUISITION AGREEMENT AND PLAN OF MERGER DATED FEBRUARY 16, 2015 ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • May 5th, 2020 • Utah

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”).

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EXHIBIT 2.1 AMENDMENT NO. 3 TO ACQUISITION AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Acquisition Agreement and Plan of Merger (this "Amendment"), dated as of May 18, 2005, among IBF Fund Liquidating LLC, a Delaware limited liability company...
Acquisition Agreement and Plan of Merger • May 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware
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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • June 14th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada

This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") is made on this 26 day of October, 2007 by and among BASIC SERVICES, INC. a Nevada corporation (the "Parent"), Adrenalina, a Nevada Corporation (the "Dissolving Corporation") and LQD Adrenalina, LLC and its subsidiaries, a Florida Limited Liability Company (the "LLC").

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EX-2.1 2 f10q0315ex2i_lighttouch.htm ACQUISITION AGREEMENT AND PLAN OF MERGER ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • May 5th, 2020 • New Jersey

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on this day of May , 2015, by and among LightTouch Vein & Laser, Inc., a corporation incorporated under the laws of the State of Nevada (the “Parent”), Grow Solutions Acquisition LLC, a limited liability company organized under the laws of the State of Colorado and a wholly-owned subsidiary of the Parent (the “Merger Sub”), One Love Garden Supply LLC, a limited liability company organized under the laws of the State of Colorado (“OneLove”), and all of the members of OneLove set forth on Schedule I attached hereto (the “Members”).

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Contract
Acquisition Agreement and Plan of Merger • May 5th, 2020 • Nevada

<DOCUMENT> <TYPE>EX-2.1 <SEQUENCE>2 <FILENAME>ex21acqagrplnmrgr.txt <DESCRIPTION>ACQUISITION AGREEMENT AND PLAN OF MERGER <TEXT> Exhibit 2.1 ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 25, 2008 BETWEEN IVPSA CORPORATION AND EZJR, INC. TABLE OF CONTENTS ARTICLE 1. The Merger Section 1.1. The Merger Section 1.2. The Acquisition Section 1.3. Effective Time Section 1.4. Closing of the Merger Section 1.5. Effects of the Merger Section 1.6. Board of Directors and Officers of IVP Section 1.7. Taking of Necessary Action; Further Action ARTICLE 2. Representations and Warranties of IVP Section 2.1. Organization and Qualification Section 2.2. Capitalization of IVP Section 2.3. Authority Relative to this Agreement; Recommendation Section 2.4. SEC Reports; Financial Statements Section 2.5. Information Supplied Section 2.6. Consents and Approvals; No Violations Section 2.7. No Default Section 2.8. No Undisclosed Liabilities; Absence of Changes Section 2.9. Litigation Section 2.10. Comp

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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • November 13th, 2012 • Monster Offers • Services-business services, nec • Nevada

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").

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EXHIBIT 2 ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • November 14th, 1997 • Advanced Technical Products Inc • Metal forgings & stampings • Delaware
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AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER by and among IBF FUND LIQUIDATING LLC, U.S. MILLS, INC., USM ACQUISITION SUB, INC., and SUNSET BRANDS, INC. Dated as of ___________ __, 2005 ________________________________________ AMENDED...
Acquisition Agreement and Plan of Merger • November 17th, 2005 • Sunset Brands Inc • Blank checks • Delaware

This AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER, is dated as of _________ __, 2005, by and among IBF Fund Liquidating LLC, a Delaware limited liability company ("IBF"), U.S. Mills, Inc., a Delaware corporation (the "Company") (IBF and the Company hereinafter collectively, referred to as the "Seller"), USM Acquisition Sub, Inc., a Delaware corporation ("Merger Sub"), and Sunset Brands, Inc., a Nevada corporation (the "Purchaser"). Capitalized terms not otherwise defined are defined in Article VIII hereof.

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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • June 18th, 2014 • Anglesea Enterprises, Inc. • Services-computer programming services • New Jersey

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”).

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EXHIBIT 10.11 ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • January 17th, 1997 • Radiant Systems Inc • Services-computer integrated systems design • Georgia
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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • June 18th, 2008 • Bankers Store Inc • Retail-home furniture, furnishings & equipment stores • Nevada

This ACQUISITION AND PLAN OF MERGER AGREEMENT (“Agreement”) is made on this 11th day of June, 2008 by and among THE BANKERS STORE, INC. a Nevada corporation (the “BSTR”) arid CHESSCOM CONSULTANTS, INC., a Nevada Corporation (the “Chesscom”).

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ACQUISITION AGREEMENT AND PLAN OF MERGER by and among
Acquisition Agreement and Plan of Merger • June 11th, 1998 • Mail Well Inc • Converted paper & paperboard prods (no contaners/boxes) • Delaware
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AMENDMENT ONE TO ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • November 12th, 2010 • EverBank Financial Corp • Savings institution, federally chartered • Delaware

This AMENDMENT ONE, dated as of February 5, 2010 (this “Amendment”), to the ACQUISITION AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2009 (the “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 Aquiline Capital Partners LLC, a Delaware limited liability company, solely in its capacity as the Designator Monitor.

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ACQUISITION AGREEMENT AND PLAN OF MERGER dated as of March 13, 2022 by and among URBAN-GRO, INC. (a Delaware corporation) AS THE BUYER, EMERALD MERGER SUB, INC. (a Colorado corporation) AS MERGER SUB, EMERALD CONSTRUCTION MANAGEMENT, INC. (a Colorado...
Acquisition Agreement and Plan of Merger • March 14th, 2022 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado

THIS ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 13th day of March, 2022 by and among urban-gro, Inc., a Delaware corporation (the “Buyer”), Emerald Merger Sub, Inc., a Colorado corporation (“Merger Sub”), Emerald Construction Management, Inc., a Colorado corporation (“Emerald”), Christopher W. Cullens, an individual, Charles W. Cullens, an individual, and Green Stone Property LLC, a Colorado limited liability company (collectively the “Sellers” and each a “Seller”), and, solely in his capacity as the Seller Representative, Christopher W. Cullens, an individual (the “Seller Representative”). The Buyer, Merger Sub, Emerald, the Seller Representative, and the Sellers are sometimes referred to herein, collectively, as the “Parties,” and each individually, as a “Party”).

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AMENDMENT NO. 2 TO ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • April 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware

This Amendment No. 2 to Acquisition Agreement and Plan of Merger (this “Amendment”), dated as of April 18, 2005, among IBF Fund Liquidating, LLC, a Delaware limited liability company (“IBF”), U.S. Mills, Inc., a Delaware corporation (the “Company”), USM Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and Sunset Brands, Inc., a Nevada corporation (the “Purchaser”), amends the Acquisition Agreement and Plan of Merger, dated as of February 18, 2005, among IBF, the Company, Merger Sub and the Purchaser (as amended by Amendment No. 1 thereto, dated as of March 7, 2005, the “Merger Agreement”). Capitalized terms used and not defined herein have the meanings set forth in the Merger Agreement.

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RECITALS
Acquisition Agreement and Plan of Merger • November 6th, 2000 • First Philadelphia Capital Corp • Non-operating establishments • Pennsylvania
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FIRST AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGER This First Amendment to Acquisition Agreement and Plan of Merger (the "Amendment") is entered into this 29th day of September, 1997 by and among QuadraMed Corporation, a Delaware corporation...
Acquisition Agreement and Plan of Merger • October 14th, 1997 • Quadramed Corp • Services-computer programming services
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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • December 29th, 2017 • SeD Intelligent Home Inc. • Real estate • Delaware

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”).

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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • October 4th, 2012 • Power of the Dream Ventures Inc • Services-engineering services • Delaware

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”).

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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
Acquisition Agreement and Plan of Merger • February 11th, 2011 • Highland Business Services, Inc. • Services-business services, nec

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”).

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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • July 1st, 2002 • Mid Power Service Corp • Crude petroleum & natural gas
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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)
Acquisition Agreement and Plan of Merger • March 28th, 2013 • NOHO, Inc. • Services-computer processing & data preparation

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.

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ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER BY AND AMONG BOLLENTE COMPANIES, INC., WOODMANS LUMBER AND MILLWORK PERU, AND BOLLENTE, INC
Acquisition Agreement and Plan of Merger • May 6th, 2011 • Bollente Companies Inc. • Canned, frozen & preservd fruit, veg & food specialties

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”).

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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,...
Acquisition Agreement and Plan of Merger • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Delaware

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.

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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement and Plan of Merger • May 22nd, 2012 • Accend Media • Services-advertising agencies • Nevada

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").

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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
Acquisition Agreement and Plan of Merger • August 11th, 2014 • Envestnet, Inc. • Services-business services, nec • Delaware

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.”

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