Agreement and Plan of Merger and Reorganization Sample Contracts

AMENDED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • November 5th, 2010 • Tombstone Technologies, Inc. • Commercial printing • Colorado
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among AKOUSTIS TECHNOLOGIES, INC. (formerly Danlax, Corp.) AKOUSTIS ACQUISITION CORP. and AKOUSTIS, INC. AND WITH RESPECT TO SECTION 6.3(f), JeffREY B. shealy, as Indemnification Representative MAY 22, 2015
Agreement and Plan of Merger and Reorganization • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • Delaware
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SILVERBACK THERAPEUTICS, INC., a Delaware corporation; SABRE MERGER SUB, INC., a Delaware corporation; and ARS PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 21, 2022
Agreement and Plan of Merger and Reorganization • November 21st, 2022 • Bell Robert G. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 21, 2022, by and among SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”), SABRE MERGER SUB, INC. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • July 16th, 2008 • Applied Nanoscience Inc. • Services-business services, nec • Nevada
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Exhibit 2.1 IMPORTANT NOTICE THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY DGSE COMPANIES, INC. ("DGSE") AND DGSE MERGER CORP., A WHOLLY-OWNED...
Agreement and Plan of Merger and Reorganization • July 17th, 2006 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
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BY AND AMONG VERITAS SOFTWARE CORPORATION VICTORY MERGER SUB, INC. AND
Agreement and Plan of Merger and Reorganization • May 16th, 2002 • Seagate Technology Holdings • Delaware
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among
Agreement and Plan of Merger and Reorganization • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • Delaware

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of October 22, 2021, by and among LAFFIN ACQUISITION CORP., a Delaware corporation (the “Parent”), GUERRILLA RF ACQUISITION CO., a Delaware corporation (the “Acquisition Subsidiary”), and GUERRILLA RF, 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.”

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BY AND AMONG
Agreement and Plan of Merger and Reorganization • June 1st, 1999 • Raychem Corp • Electric lighting & wiring equipment • Delaware
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RECITALS
Agreement and Plan of Merger and Reorganization • June 29th, 2001 • Peregrine Systems Inc • Services-prepackaged software • Delaware
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Exhibit 10.22 Agreement and Plan of Merger
Agreement and Plan of Merger and Reorganization • November 7th, 2000 • Tellium Inc • Telephone & telegraph apparatus • New York
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MEDAVAIL, INC., MATRIX MERGER SUB, INC., AND MYOS RENS TECHNOLOGY INC. Dated as of June 30, 2020
Agreement and Plan of Merger and Reorganization • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of June 30, 2020 (this “Agreement”), by and among MYOS RENS Technology Inc., a Nevada corporation (“Parent”), Matrix Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and MedAvail, 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.

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EXHIBIT NUMBER 2.1 2 ========================================================== ====================== AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • August 13th, 1997 • Halis Inc • Services-computer integrated systems design • Georgia
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EXHIBIT A
Agreement and Plan of Merger and Reorganization • May 20th, 2002 • Premier Classic Art Inc • Services-business services, nec • Delaware
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E-MEDSOFT.COM
Agreement and Plan of Merger and Reorganization • October 29th, 2001 • E-Medsoft Com • Services-computer processing & data preparation • Delaware
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RECITALS
Agreement and Plan of Merger and Reorganization • February 22nd, 2005 • Virtgame Com Corp • Services-prepackaged software • Delaware
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ON SEMICONDUCTOR, INC., a Delaware corporation; CENTAUR ACQUISITION CORPORATION, a Delaware corporation; and CATALYST SEMICONDUCTOR, INC., a Delaware corporation Dated as of July 16, 2008
Agreement and Plan of Merger and Reorganization • July 17th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of July 16, 2008, by and among: ON SEMICONDUCTOR, INC., a Delaware corporation (“Parent”); CENTAUR ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and CATALYST SEMICONDUCTOR, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: DELMAR PHARMACEUTICALS, INC., a Nevada corporation; ADGERO ACQUISITION CORP., a Delaware corporation; and ADGERO BIOPHARMACEUTICALS HOLDINGS, INC. a Delaware corporation Dated as of June 9, 2020
Agreement and Plan of Merger and Reorganization • June 10th, 2020 • DelMar Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 9, 2020, by and among DELMAR PHARMACEUTICALS, INC., a Nevada corporation (“Parent”), ADGERO ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”). Parent, Merger Sub and Company 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.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • December 11th, 2019 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware

This Agreement and Plan of Merger and Reorganization (this “Agreement”), is entered into as of December 5, 2019, by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), Cerecor Inc., a Delaware corporation (“Parent”), Genie Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Second Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among WIRELESS RONIN TECHNOLOGIES, INC. BROADCAST ACQUISITION CO. and BROADCAST INTERNATIONAL, INC., Dated as of March 5, 2014
Agreement and Plan of Merger and Reorganization • March 7th, 2014 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
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EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TELEDISCOUNT COMMUNICATIONS INC.
Agreement and Plan of Merger and Reorganization • March 28th, 2005 • Millennium Capital Venture Holdings Inc • Blank checks • Delaware
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EXHIBIT 2.1 THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY STARSYS RESEARCH CORPORATION ("STARSYS") AND A KEY SHAREHOLDER OF STARSYS IN FAVOR OF...
Agreement and Plan of Merger and Reorganization • October 26th, 2005 • Spacedev Inc • Guided missiles & space vehicles & parts • Colorado
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • February 22nd, 2008 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of February 20, 2008, by and among: KRATOS DEFENSE & SECURITY SOLUTIONS, INC, a Delaware corporation (“Parent”); WHITE SHADOW, INC., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and SYS, a California corporation (the “Company”). Capitalized terms used in this Agreement are defined in EXHIBIT A.

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TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Amendment"), dated as of December 15, 1999, is entered into by and among Natural MicroSystems Corporation, a Delaware corporation...
Agreement and Plan of Merger and Reorganization • January 13th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • February 2nd, 2015 • Advanced Photonix Inc • Semiconductors & related devices • Delaware
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Bridgetech International Holdings, Inc., a Delaware corporation, and Global Seafood AC Corporation, a Florida corporation, and John Keeler & Co., Inc., a Florida corporation February 20, 2015
Agreement and Plan of Merger and Reorganization • February 20th, 2015 • Bridgetech Holdings International Inc • Services-testing laboratories • Florida

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into effective as of February 20, 2015, by and among Bridgetech International Holdings , Inc., a Delaware corporation (“Parent”), Global Seafood AC Corporation, a Florida corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and John Keeler & Co., Inc. a Florida corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among:
Agreement and Plan of Merger and Reorganization • July 6th, 2007 • Website Pros Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of June 26, 2007, by and among: WEBSITE PROS, INC., a Delaware corporation (“Parent”); AUGUSTA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and WEB.COM, INC., a Minnesota corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG RENAISSANCE LEARNING, INC., RLI ACQUISITION CORP., INC., RLI ACQUISITION SUB, LLC AND ALPHASMART, INC. DATED AS OF JANUARY 24, 2005 AND AMENDED AS OF APRIL 20, 2005
Agreement and Plan of Merger and Reorganization • April 26th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Delaware
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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF NOVEMBER 25, 2003 AMONG K2 INC. FOTOBALL USA, INC. AND BOCA ACQUISITION SUB, INC.
Agreement and Plan of Merger and Reorganization • January 21st, 2004 • K2 Inc • Sporting & athletic goods, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of November 25, 2003, is by and among FOTOBALL USA, INC., a Delaware corporation (the “Company”), K2 INC., a Delaware corporation (“Parent”), and BOCA ACQUISITION SUB, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DG FASTCHANNEL, INC. (the “Purchaser”), POINT.360 (the “Company”) and NEW 360 (the “PPB Sub”) Dated as of April 16, 2007
Agreement and Plan of Merger and Reorganization • May 15th, 2007 • New 360 • Delaware

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of April 16, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and NEW 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”). Capitalized terms used herein have the meanings assigned to them in Section 9.5 or elsewhere in this Agreement as described in Section 9.6.

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LOAN AND SECURITY AGREEMENT
Agreement and Plan of Merger and Reorganization • June 1st, 2020 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 11, 2020 by and among Synacor, Inc., a Delaware corporation (“Synacor”), Quantum Merger Sub I, Inc., a Minnesota corporation and a direct, wholly owned subsidiary of Synacor (“Merger Sub”), and Qumu Corporation, a Minnesota corporation (“Qumu”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JUNE 2, 2021 BY AND BETWEEN FIRST FOUNDATION INC. AND TGR FINANCIAL, INC.
Agreement and Plan of Merger and Reorganization • August 6th, 2021 • First Foundation Inc. • State commercial banks • Florida

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of June 2, 2021 (this “Agreement”), by and between First Foundation Inc., a Delaware corporation (“First Foundation”), and TGR Financial, Inc., a Florida corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG SPANSION INC., ATLANTIC STAR MERGER SUB LTD. AND SAIFUN SEMICONDUCTORS LTD. DATED AS OF OCTOBER 7, 2007
Agreement and Plan of Merger and Reorganization • November 14th, 2007 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 7, 2007 (this “Agreement”), by and among Spansion Inc., a Delaware corporation (the “Parent”), Atlantic Star Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Parent (“Merger Sub”), and Saifun Semiconductors Ltd., an Israeli company (the “Company”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG DTS, INC., DTS MERGER SUB, INC., DTS LLC AND SRS LABS, INC. Dated as of April 16, 2012
Agreement and Plan of Merger and Reorganization • April 26th, 2012 • SRS Labs Inc • Patent owners & lessors • Delaware

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of April 16, 2012 (the "Agreement Date") by and among DTS, Inc., a Delaware corporation ("Parent"), DTS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), DTS LLC, a single member Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger LLC"), and SRS Labs, Inc., a Delaware corporation (the "Company").

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • July 17th, 2001 • Xcarenet Inc • Services-business services, nec
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EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • December 4th, 2001 • Genomica Corp /De/ • Services-computer programming services • Delaware
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