Agreement And Plan Of Merger And Reorganization Sample Contracts

Blue Star Foods Corp. – Agreement and Plan of Merger and Reorganization (November 14th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of November 8, 2018 (the "Effective Date"), by and among Blue Star Foods Corp. (formerly A.G. Acquisition Group II, Inc.), a Delaware corporation (the "Parent"), Blue Star Acquisition, Inc., a Florida corporation and a wholly owned subsidiary of Parent ("Merger Sub"), John Keeler & Co., Inc. d/b/a Blue Star Foods, a Florida corporation (the "Company"), and John R. Keeler, the sole stockholder of the Company (the "Company Stockholder"), for the limited purposes as set forth herein. The Parent, Merger Sub, the Company and the Company Stockholder may be collectively referred to herein as the "Parties" and individually as a "Party.")

Amendment No. 1 to Agreement and Plan of Merger and Reorganization (November 13th, 2018)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Amendment") is made as of November 7, 2018, by and among Alliqua BioMedical, Inc., a Delaware corporation ("Parent"), Embark Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Adynxx, Inc., a Delaware corporation ("Company"). Parent, Merger Sub and Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).

Amendment No. 1 Agreement and Plan of Merger and Reorganization (October 17th, 2018)

This Amendment No. 1 to Agreement and Plan of Merger and reorganization (this "Amendment"), is made and entered into as of October 16, 2018, by and among Apricus Biosciences, Inc., a Nevada corporation ("Apricus"), Arch Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Apricus ("Merger Sub"), and Seelos Therapeutics, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in that certain Agreement and Plan of Merger and Reorganization, made and entered as of July 30, 2018, by and among Apricus, Merger Sub and the Company (the "Merger Agreement").

SendGrid, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SENDGRID, INC., TWILIO INC. And TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 (October 16th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the Company), Twilio Inc., a Delaware corporation (Parent), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Twilio Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SENDGRID, INC., TWILIO INC. And TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018 (October 16th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the Company), Twilio Inc., a Delaware corporation (Parent), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Agreement and Plan of Merger and Reorganization (October 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of October 11, 2018 (this "Agreement"), by and among ALLIQUA BIOMEDICAL, INC. a Delaware corporation ("Parent"), EMBARK MERGER SUB INC., a Delaware corporation ("Merger Sub") and ADYNXX, INC., a Delaware corporation ("Company"). Parent, Merger Sub and Company are each a "Party" and referred to collectively herein as the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A.

Zev Ventures Inc. – Agreement and Plan of Merger and Reorganization (October 4th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of September 28, 2018, by and among ZEV VENTURES INCORPORATED, a Nevada corporation ("Parent"), ZEV MERGER SUB, INC., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, and ONDAS NETWORKS INC., a Delaware corporation ("Company").

Cloudera, Inc. – Agreement and Plan of Merger and Reorganization (October 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of October 3, 2018 by and among Cloudera, Inc., a Delaware corporation ("Cloudera"), Surf Merger Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Cloudera ("Merger Sub"), and Hortonworks, Inc., a Delaware corporation ("Hortonworks"). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and Among CLOUDERA, INC. SURF MERGER CORPORATION and HORTONWORKS, INC. October 3, 2018 (October 3rd, 2018)
All Soft Gels Inc – Agreement and Plan of Merger and Reorganization (September 27th, 2018)

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of September 21, 2018 (this "Agreement"), by and among Brain Scientific Inc., a Nevada corporation (formerly known as All Soft Gels Inc.; "Parent"), AFGG Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, and Memory MD Inc., a Delaware corporation (the "Company"). Parent, Merger Sub and the Company are each a "Party" and referred to collectively herein as the "Parties". Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SIRIUS XM HOLDINGS INC., WHITE OAKS ACQUISITION CORP., and PANDORA MEDIA, INC. Dated as of September 23, 2018 (September 24th, 2018)
U.S. Rare Earth Minerals, Inc – Agreement and Plan of Merger and Reorganization (September 24th, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of September 17, 2018, by and among U.S. Rare Earth Minerals, Inc., a Nevada corporation (the "Parent"), BiOxy Acquisition Corp., a Wyoming corporation wholly owned by Parent (the "Acquisition Subsidiary"), and BioxyTran, Inc., a Delaware corporation (the "Company"). The Parent, the Acquisition Subsidiary and the Company are each a "Party" and referred to collectively herein as the "Parties."

Pandora Media Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among SIRIUS XM HOLDINGS INC., WHITE OAKS ACQUISITION CORP., and PANDORA MEDIA, INC. Dated as of September 23, 2018 (September 24th, 2018)
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Dated as of September 12, 2018 (September 14th, 2018)

This Agreement and Plan of Merger and Reorganization, dated as of September 12, 2018 ("Agreement"), is entered into by and between Park National Corporation, an Ohio corporation ("Parent"), and CAB Financial Corporation, a South Carolina corporation ("CABF").

Arkados Group – Amendment No. 1 to Agreement and Plan of Merger and Reorganization (September 7th, 2018)

Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of July 30, 2018, by and among Solbright Group, Inc., a Delaware corporation (the "Parent"), Iota Networks, LLC, an Arizona limited liability company and a direct wholly-owned subsidiary of Parent (the "Acquisition Subsidiary"), M2M Spectrum Networks, LLC, an Arizona limited liability company (the "Company"), and Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of the Company (the "Company Parent"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement.

One Stop Systems Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among ONE STOP SYSTEMS, INC. A Delaware Corporation (Parent) and OSS ACQUISITION, INC. A California Corporation (Merger Sub 1) and OSS MERGER, LLC a California Limited Liability Company (Merger Sub 2) and CONCEPT DEVELOPMENT, INC. A California Corporation (Company) and JAMES M. REARDON, an Individual and the Companys Sole Shareholder (Sole Shareholder) August 22, 2018 (September 6th, 2018)
Arkados Group – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and Among SOLBRIGHT GROUP, INC., a Delaware Corporation, (August 2nd, 2018)

Agreement and Plan of Merger and Reorganization (this "Agreement"), dated as of July 30, 2018, by and among Solbright Group, Inc., a Delaware corporation (the "Parent"), Iota Networks, LLC, an Arizona limited liability company and a direct wholly-owned subsidiary of Parent (the "Acquisition Subsidiary"), M2M Spectrum Networks, LLC, an Arizona limited liability company (the "Company"), Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of the Company ("Company Parent"). The Parent, the Acquisition Subsidiary, the Company and the Company Parent are each a "Party" and referred to collectively herein as the "Parties."

Carolina Trust BancShares, Inc. – Agreement and Plan of Merger and Reorganization (June 20th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of June 14, 2018, is by and between Carolina Trust BancShares, Inc., a North Carolina corporation ("Buyer"), and Clover Community Bankshares, Inc., a South Carolina corporation ("Clover"). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.

Freight Solution Inc – Agreement and Plan of Merger and Reorganization (June 18th, 2018)

This Agreement and Plan of Merger and Reorganization (this "Agreement") is entered into as of June 6, 2018 by and among FREIGHT SOLUTION, INC., a publicly-owned Nevada corporation (the "Company"), QUANTA ACQUISITION CORP., a California corporation ("Acquisition"), and Bioanomaly, Inc. a California corporation d/b/a Quanta ("Quanta"). The Company, Acquisition and Quanta are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

Versartis, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: VERSARTIS, INC., a Delaware Corporation; VELO MERGER SUB, INC. A Delaware Corporation; And ARAVIVE BIOLOGICS, INC., a Delaware Corporation Dated as of June 3, 2018 (June 4th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of June 3, 2018, by and among VERSARTIS, INC., a Delaware corporation (Parent), VELO MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and ARAVIVE BIOLOGICS, INC., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Tapimmune Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among TapImmune INC., a Nevada Corporation; TIMBERWOLF MERGER SUB, INC., and MARKER THERAPEUTICS, INC. Dated as of May 15, 2018 (May 15th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of May 15, 2018, by and among TAPIMMUNE INC., a Nevada corporation ("TapImmune"), TIMBERWOLF MERGER SUB, INC., a Delaware corporation ("Merger Sub"), and MARKER THERAPEUTICS, INC., a Delaware corporation ("Marker"). TapImmune, Merger Sub and Marker may each be referred to herein individually as a "Party" and collectively as the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A.

Lola One Acquisition Corp – Agreement and Plan of Merger and Reorganization (May 2nd, 2018)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of April 26, 2018, by and among LOLA ONE ACQUISITION CORPORATION, a Delaware corporation (the "Parent"), LOLA ONE ACQUISITION SUB, INC., a Delaware corporation and the wholly-owned subsidiary of Parent (the "Acquisition Subsidiary"), and AMESITE INC., a Delaware corporation (the "Company"). The Parent, the Acquisition Subsidiary and the Company are each a "Party" and referred to collectively herein as the "Parties."

DERMAdoctor, LLC – Agreement and Plan of Merger and Reorganization of Dermadoctor, Llc, a Missouri Limited Liability Company, and Dermadoctor, Inc., a Delaware Corporation (May 2nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is dated , 2018 (this "Agreement"), and is by and between DERMAdoctor, LLC, a Missouri limited liability company ("DRLLC"), and DERMAdoctor, Inc., a Delaware corporation ("DRINC").

Skinvisible Inc – Agreement and Plan of Merger and Reorganization (March 29th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of March 26, 2018, by and among Skinvisible, Inc., a Nevada corporation (referred to as "Parent"), Quoin Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Quoin Pharmaceuticals, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 8.14.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among ALTRA INDUSTRIAL MOTION CORP. McHale ACQUISITION CORP. FORTIVE CORPORATION AND STEVENS HOLDING COMPANY, INC. Dated as of March 7, 2018 (March 9th, 2018)
Biota Pharmaceuticals Inc. – Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (February 7th, 2018)

This Amendment No.1, dated as of February 7, 2018 (this "Amendment") to the Agreement and Plan of Merger and Reorganization (the "Original Agreement"), dated as of October 27, 2017, by and among Aviragen Therapeutics, Inc. ("Parent"), Agora Merger Sub, Inc. ("Merger Sub") and Vaxart, Inc. (the "Company") is entered into by and between Parent, Merger Sub and the Company. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Dated as of January 22, 2018 (January 26th, 2018)

This Agreement and Plan of Merger and Reorganization, dated as of January 22, 2018 ("Agreement"), is entered into by and among Park National Corporation, an Ohio corporation ("Parent"), The Park National Bank, a national banking association and a wholly owned subsidiary of Parent ("Park National"), and NewDominion Bank, a North Carolina state-chartered bank ("NewDominion").

Heritage Commerce Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG HERITAGE COMMERCE CORP HERITAGE BANK OF COMMERCE and ATBANCORP UNITED AMERICAN BANK Dated as of January 10, 2018 (January 11th, 2018)

This Agreement and Plan of Merger and Reorganization (this Agreement), is entered into as of January 10, 2018, by and among ATBANCORP, an Iowa corporation (ATB), UNITED AMERICAN BANK, a California banking corporation (UAB), HERITAGE COMMERCE CORP, a California corporation (HCC), and HERITAGE BANK OF COMMERCE, a California banking corporation (HBC) (each a party and collectively the parties).

Monster Digital, Inc. – Amendment No. 1 to Agreement and Plan of Merger and Reorganization (January 5th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Amendment") is made and entered into as of January 3, 2018, by and among Monster Digital, Inc., a Delaware corporation ("Monster"), Monster Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Innovate Biopharmaceuticals, Inc., a Delaware corporation ("Innovate"). Capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in that Agreement and Plan of Merger and Reorganization dated July 3, 2017 by and among Monster, Merger Sub and Innovate (the "Agreement").

Trico Bancshares – Agreement and Plan of Merger and Reorganization Dated as of December 11, 2017 by and Between Trico Bancshares and Fnb Bancorp (December 12th, 2017)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of December 11, 2017 by and between TriCo Bancshares, a California corporation (TriCo), and FNB Bancorp, a California corporation (FNBB).

FNB Bancorp – Agreement and Plan of Merger and Reorganization Dated as of December 11, 2017 by and Between Trico Bancshares and Fnb Bancorp (December 12th, 2017)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of December 11, 2017 by and between TriCo Bancshares, a California corporation (TriCo), and FNB Bancorp, a California corporation (FNBB).

Cerecor Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and Among CERECOR INC., ZPC MERGER CORP. ZYLERA PHARMA CORP. ZYLERA PHARMACEUTICALS, LLC and THE SELLERS NAMED HEREIN (November 17th, 2017)

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 17, 2017 (the Agreement), is by and among Cerecor Inc., a Delaware corporation (Parent), ZPC Merger Corp., a North Carolina corporation (Merger Sub, and collectively with Parent, Purchaser), Zylera Pharma Corp., a North Carolina corporation (the Company), Zylera Pharmaceuticals, LLC, a North Carolina limited liability company and the sole shareholder of the Company (the Shareholder), and the ultimate entity owners of the Company listed on the signature pages hereof (each a Seller and collectively, the Sellers).

Neothetics, Inc. – Re: Payment of Certain Fees Associated With the Agreement and Plan of Merger and Reorganization (November 15th, 2017)
Adial Pharmaceuticals, L.L.C. – Agreement and Plan of Merger and Reorganization of Apl Conversion Corp., a Virginia Corporation and Adial Pharmaceuticals, Inc. A Delaware Corporation (October 25th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is dated October 10, 2017 (this "Agreement"), and is between APL Conversion Corp., a Virginia corporation ("ACC"), and Adial Pharmaceuticals, Inc., a Delaware corporation ("Adial").

Neothetics, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG NEOTHETICS, INC., NOBELLI MERGER SUB, INC. AND EVOFEM BIOSCIENCES, INC. Dated as of October 17, 2017 (October 17th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of October 17, 2017 (this Agreement), by and among NEOTHETICS, INC. a Delaware corporation (Parent), NOBELLI MERGER SUB, INC., a Delaware corporation (Merger Sub) and EVOFEM BIOSCIENCES, INC., a Delaware corporation (Company). Parent, Merger Sub and Company are each a Party and referred to collectively herein as the Parties. Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.