Agreement And Plan Of Merger And Reorganization Sample Contracts

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.

Max-1 Acquisition Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among MAX-1 ACQUISITION CORPORATION, a Delaware Corporation, MAX-1 ACQUISITION SUB, INC., a Delaware Corporation, and EXICURE, INC., a Delaware Corporation September 26, 2017 (October 2nd, 2017)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement), dated as of September 26, 2017, by and among MAX-1 ACQUISITION CORPORATION, a Delaware corporation (the Parent), MAX-1 ACQUISITION SUB, INC., a Delaware corporation (the Acquisition Subsidiary), and EXICURE, 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.

Inotek Pharmaceuticals – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: INOTEK PHARMACEUTICALS CORPORATION, a Delaware Corporation; ROME MERGER SUB, a Cayman Islands Exempted Company; And ROCKET PHARMACEUTICALS, LTD., a Cayman Islands Exempted Company Dated as of September 12, 2017 (September 13th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is entered into as of September 12, 2017, among INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (Parent), ROME MERGER SUB, a Cayman Islands exempted company and wholly owned subsidiary of Parent (Merger Sub), and ROCKET PHARMACEUTICALS, LTD, a Cayman Islands exempted company (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

WPCS International – Agreement and Plan of Merger and Reorganization (September 6th, 2017)

This Agreement and Plan of Merger and Reorganization (this "Agreement") is made and entered into as of September 6, 2017, by and among WPCS International Incorporated, a Delaware corporation ("WPCS"), DC Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of WPCS ("Merger Sub"), and DropCar, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Cempra Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: CEMPRA, INC., a Delaware Corporation; CASTLE ACQUISITION CORP., a Delaware Corporation; And MELINTA THERAPEUTICS, INC., a Delaware Corporation Dated as of August 8, 2017 (August 10th, 2017)

This Agreement And Plan Of Merger And Reorganization (this Agreement) is entered into as of August 8, 2017, among Cempra, Inc., a Delaware corporation (Castle), Castle Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Castle (Merger Sub), and Melinta Therapeutics, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among GALENA BIOPHARMA, INC., SELLAS INTERMEDIATE HOLDINGS I, INC., SELLAS INTERMEDIATE HOLDINGS II, INC., GALENA BERMUDA MERGER SUB, LTD., and SELLAS LIFE SCIENCES GROUP LTD Dated as of August 7, 2017 (August 8th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of August 7, 2017, by and among Galena Biopharma, Inc., a Delaware corporation (Galena), Sellas Intermediate Holdings I, Inc., a Delaware corporation and a wholly-owned subsidiary of Galena (Holdings I), Sellas Intermediate Holdings II, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings I (Holdings II), Galena Bermuda Merger Sub, Ltd., a Bermuda exempted company and a wholly-owned subsidiary of Holdings II (Merger Sub), and SELLAS Life Sciences Group Ltd, a Bermuda exempted company (Sellas). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indoor Harvest Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among INDOOR HARVEST CORP. ALAMO ACQUISITION LLC. And ALAMO CBD, LLC August 4, 2017 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (August 4th, 2017)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of August 4, 2017, by and among Indoor Harvest Corp., a Texas corporation (the "Parent" or "Indoor Harvest"), Alamo Acquisition LLC., a Texas Limited Liability Company (the "Alamo Acquisition Sub"), and Alamo CBD, LLC, a Texas Limited Liability Company (the "Company"). The Parent, Alamo Acquisition Sub and the Company are each a "Party" and referred to collectively herein as the "Parties."

Agreement and Plan of Merger and Reorganization (August 1st, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of July 31, 2017, by and among INVITAE CORPORATION, a Delaware corporation (Invitae), CORONADO MERGER SUB, INC., a Delaware corporation (Merger Sub), and COMBIMATRIX CORPORATION, a Delaware corporation (CombiMatrix). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Agreement and Plan of Merger and Reorganization (July 31st, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of July 31, 2017, by and among INVITAE CORPORATION, a Delaware corporation ("Invitae"), CORONADO MERGER SUB, INC., a Delaware corporation ("Merger Sub"), and COMBIMATRIX CORPORATION, a Delaware corporation ("CombiMatrix"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

New Century Bancorp, Inc. (NC) – Agreement and Plan of Merger and Reorganization by and Among Select Bancorp, Inc., Select Bank & Trust Company, Premara Financial, Inc. And Carolina Premier Bank Dated as of July 20, 2017 (July 26th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is entered into as of the 20th day of July 2017 by and between SELECT BANCORP, INC., a North Carolina corporation ("SLCT"), and its wholly owned subsidiary, SELECT BANK & TRUST COMPANY, a North Carolina banking corporation ("Select Bank"), on the one hand, and PREMARA FINANCIAL, INC., a North Carolina corporation ("PARA"), and its wholly owned subsidiary CAROLINA PREMIER BANK, a North Carolina banking corporation ("Target Bank"), on the other hand (collectively, SLCT, Select Bank, PARA and Target Bank may be referred to herein as the "Parties" and, each individually, as a "Party").

Monster Digital, Inc. – Agreement and Plan of Merger and Reorganization (July 6th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of July 3, 2017, 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"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among OPEXA THERAPEUTICS, INC. OPEXA MERGER SUB, INC., and ACER THERAPEUTICS INC. Dated as of June 30, 2017 (July 3rd, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of June 30, 2017, by and among Opexa Therapeutics, Inc., a Texas corporation (Opexa), Opexa Merger Sub, Inc., a Delaware corporation (Merger Sub), and Acer Therapeutics Inc., a Delaware corporation (Acer). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Entegra Financial Corp. – Agreement and Plan of Merger and Reorganization (June 27th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") dated as of June 26, 2017, is by and among Entegra Financial Corp., a North Carolina corporation ("Buyer"), Entegra Bank, a North Carolina commercial bank and a wholly-owned subsidiary of Buyer ("Entegra Bank"), and Chattahoochee Bank of Georgia, a Georgia commercial bank ("CBG"). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.

Repligen Corporation – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REPLIGEN CORPORATION, TOP HAT, INC., SWING TIME, LLC, SPECTRUM, INC., AND ROY T. EDDLEMAN, AS SECURITYHOLDER REPRESENTATIVE Dated as of JUNE 22, 2017 (June 23rd, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of June 22, 2017, by and among Repligen Corporation, a Delaware corporation (Parent), Top Hat, Inc., a California corporation and a wholly owned Subsidiary of Parent (First Merger Sub), Swing Time, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Second Merger Sub and together with First Merger Sub, the Merger Subs), Spectrum , Inc., a California corporation (the Company), and Roy T. Eddleman, an individual, solely in his capacity as the representative of the Company Securityholders (the Securityholder Representative).

Carolina Financial Corp – Agreement and Plan of Merger and Reorganization (June 15th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") dated as of June 9, 2017, is by and between Carolina Financial Corporation, a Delaware corporation ("Carolina Financial"), and First South Bancorp, Inc., a Virginia corporation ("First South"). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

First South Bancorp Inc – Agreement and Plan of Merger and Reorganization (June 15th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") dated as of June 9, 2017, is by and between Carolina Financial Corporation, a Delaware corporation ("Carolina Financial"), and First South Bancorp, Inc., a Virginia corporation ("First South"). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

American Funeral Svcs Corp – Agreement and Plan of Merger and Reorganization (June 7th, 2017)

Park Road is a privately held information systems consulting company organized under the laws of the State of Florida and is the successor in interest through conversion to Park Road Solutions, LLC, a limited liability company.

Mirna Therapeutics, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: MIRNA THERAPEUTICS, INC., a Delaware Corporation; MEERKAT MERGER SUB, INC., a Delaware Corporation; And SYNLOGIC, INC., a Delaware Corporation Dated as of May 15, 2017 (May 16th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of May 15, 2017, by and among MIRNA THERAPEUTICS, INC., a Delaware corporation (Meerkat), MEERKAT MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Meerkat (Merger Sub), and SYNLOGIC, INC., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Agreement and Plan of Merger and Reorganization (May 1st, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") dated as of May 1, 2017, is by and between First Bancorp, a North Carolina corporation ("Buyer"), and ASB Bancorp, Inc., a North Carolina corporation ("ASBB"). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.