Agreement And Plan Of Reorganization Sample Contracts

Wsfs Financial Corporation – Agreement and Plan of Reorganization (August 8th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of August 7, 2018, by and between WSFS Financial Corporation ("WSFS"), a Delaware corporation, and Beneficial Bancorp, Inc. ("Beneficial"), a Maryland corporation.

Beneficial Bancorp Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN WSFS FINANCIAL CORPORATION AND BENEFICIAL BANCORP, INC. Dated as of August 7, 2018 (August 8th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into as of August 7, 2018, by and between WSFS Financial Corporation (WSFS), a Delaware corporation, and Beneficial Bancorp, Inc. (Beneficial), a Maryland corporation.

Green Bancorp, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERITEX HOLDINGS, INC., MUSTMS, INC. AND GREEN BANCORP, INC. Dated as of July 23, 2018 (July 24th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of July 23, 2018, by and among Veritex Holdings, Inc. ("Veritex"), a Texas corporation, MustMS, Inc. ("Merger Sub"), a Texas corporation and a wholly owned subsidiary of Veritex, and Green Bancorp, Inc. ("Green"), a Texas corporation.

Veritex Holdings, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERITEX HOLDINGS, INC., MUSTMS, INC. AND GREEN BANCORP, INC. Dated as of July 23, 2018 (July 24th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of July 23, 2018, by and among Veritex Holdings, Inc. ("Veritex"), a Texas corporation, MustMS, Inc. ("Merger Sub"), a Texas corporation and a wholly owned subsidiary of Veritex, and Green Bancorp, Inc. ("Green"), a Texas corporation.

Spirit of Texas Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and Between SPIRIT OF TEXAS BANCSHARES, INC. And COMANCHE NATIONAL CORPORATION Dated as of July 19, 2018 (July 19th, 2018)

This Agreement and Plan of Reorganization (Agreement) dated as of July 19, 2018, is by and between Spirit of Texas Bancshares, Inc. (Spirit), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the BHC Act), and Comanche National Corporation (Comanche), a Texas corporation and bank holding company registered under the BHC Act.

Business First Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND Between BUSINESS FIRST BANCSHARES, INC. BATON ROUGE, LOUISIANA AND RICHLAND STATE BANCORP, INC. Rayville, LOUISIANA DATED AS OF June 1, 2018 (June 4th, 2018)

This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of June 1, 2018, by and between Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company ("BFST") and Richland State Bancorp, Inc., a Louisiana corporation and registered bank holding company ("RSBI").

Independent Bank Group Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN INDEPENDENT BANK GROUP, INC. McKinney, TEXAS AND GUARANTY BANCORP DENVER, COLORADO Dated as of May 22, 2018 (May 23rd, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made and entered into as of the 22nd day of May, 2018, by and between Independent Bank Group, Inc., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (IBG), and Guaranty Bancorp, a Delaware corporation and registered bank holding company with its principal offices in Denver, Colorado (GBNK).

Guaranty Bancorp – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN INDEPENDENT BANK GROUP, INC. McKinney, TEXAS AND GUARANTY BANCORP DENVER, COLORADO Dated as of May 22, 2018 (May 23rd, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made and entered into as of the 22nd day of May, 2018, by and between Independent Bank Group, Inc., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (IBG), and Guaranty Bancorp, a Delaware corporation and registered bank holding company with its principal offices in Denver, Colorado (GBNK).

German American Bancorp – AGREEMENT AND PLAN OF REORGANIZATION by and Among FIRST SECURITY, INC., a Kentucky Corporation, FIRST SECURITY BANK, INC., a Kentucky Bank, GERMAN AMERICAN BANCORP, INC., an Indiana Corporation, and GERMAN AMERICAN BANK, an Indiana Bank May 22, 2018 (May 22nd, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of May 22, 2018, by and among FIRST SECURITY, INC., a Kentucky corporation ("FSI"), FIRST SECURITY BANK, INC., a Kentucky bank ("FS Bank"), GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("GABC"), and GERMAN AMERICAN BANK, an Indiana bank ("German American").

SharedLabs, Inc – Stock Purchase Agreement and Plan of Reorganization (May 15th, 2018)

This Stock Purchase Agreement (this "Agreement"), is made on this day of November 2017, by and between, SHAREDLABS, INC., a Delaware corporation (the "Purchaser") and JONATHAN A. CLARK, (the "Seller"), an individual residing in the State of California and the sole shareholder of Exois, Inc., a California corporation (the "Company").

Allegiance Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and Between ALLEGIANCE BANCSHARES, INC. And (May 1st, 2018)

This Agreement and Plan of Reorganization ("Agreement") dated as of April 30, 2018, is by and between Allegiance Bancshares, Inc. ("Allegiance"), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and Post Oak Bancshares, Inc. (the "Company"), a Texas corporation and bank holding company registered under the BHC Act.

Square, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and Among SQUARE, INC., FOREST MERGER SUB, INC., FOREST MERGER LLC WEEBLY, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Stockholder Representative APRIL 26, 2018 (April 26th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into as of April 26, 2018 by and among Square, Inc., a Delaware corporation (Parent), Forest Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub I), Forest Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (Merger Sub II and, together with Merger Sub I, the Merger Subs), Weebly, Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Indemnifying Parties (the Stockholder Representative). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Naked Brand Group Inc. – Amendment No. 4 to Agreement and Plan of Reorganization (April 23rd, 2018)
Bio-Carbon Solutions International Inc. – AGREEMENT AND PLAN OF REORGANIZATION OF DLT RESOLUTION CORP. AND DLT RESOLUTION INC.. AND 1922861 ONTARIO INC. (ASSET PURCHASE AGREEMENT) Page (April 18th, 2018)

DLT RESOLUTION desires to acquire all the assets of 1922861Ontario Inc., including but not limited to, the customer base representing 88 organisations and approx. 850 end points (lines), operating name, website, accounts receivables, 2 employment contracts containing non compete provisions and any and all other forms, documents, manuals and procedures utilised in the successful operation of the company's business. in exchange for cash and shares of DLT USA Common Stock, and the parties wish to agree to certain related terms and conditions, all as set forth herein;

KSIX Media Holdings, Inc. – AGREEMENT AND PLAN OF REORGANIZATION Among SURGE HOLDINGS, INC. TRUE WIRELESS ACQUISITION, INC. And TRUE WIRELESS, INC. AGREEMENT AND PLAN OF REORGANIZATION (April 16th, 2018)

This Agreement and Plan of Reorganization (hereafter the "Agreement") is entered into effective as of the Effective Date (as defined below) by and among Surge Holdings, Inc., a Nevada Corporation (hereinafter "Parent"), True Wireless Acquisition, Inc., a newly formed Nevada corporation (hereafter "Acquisition Sub"), True Wireless, Inc., an Oklahoma corporation formerly True Wireless, LLC, an Oklahoma limited liability company (hereafter "TW") and Kevin Brian Cox, the President and a majority interest holder in TW, (hereafter "Cox").

Torchlight Energy Resources Inc – Agreement and Plan of Reorganization (March 16th, 2018)

This Agreement and Plan of Reorganization (the "Agreement") is made and entered into effective this 14th day of November, 2017 (the "Effective Date"), by and among Warwink Properties, LLC, a Texas limited liability company (the "Company"), McCabe Petroleum Corporation, a Texas corporation (the "Seller"), Torchlight Energy Resources, Inc., a Nevada corporation (the "Purchaser"), and Torchlight Wolfbone Properties, Inc., a Texas corporation (the "Merger Sub"). The Company, the Seller, the Purchaser, and the Merger Sub are sometimes hereinafter collectively referred to as the "Parties."

Delanco Bancorp, Inc. – Amendment No. 1 to Agreement and Plan of Reorganization (March 12th, 2018)

THIS AMENDMENT NO. 1 ("Amendment") to the AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of the 12th day of March, 2018, by and between First Bank ("First Bank"), a New Jersey chartered commercial bank, and Delanco Bancorp, Inc., a New Jersey corporation ("Delanco").

Naked Brand Group Inc. – Amendment No. 2 to Agreement and Plan of Reorganization (February 21st, 2018)

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION is entered into as of February 21, 2018, by and among Naked Brand Group Inc. ("Naked"), Bendon Limited ("Bendon"), Bendon Group Holdings Limited ("Holdco"), Naked Merger Sub Inc. ("Merger Sub") and Bendon Investments Limited ("Principal Shareholder"). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

SharedLabs, Inc – Stock Purchase Agreement and Plan of Reorganization (January 30th, 2018)

This Stock Purchase Agreement (this "Agreement"), is made on this day of November 2017, by and between, SHAREDLABS, INC., a Delaware corporation (the "Purchaser") and JONATHAN A. CLARK, (the "Seller"), an individual residing in the State of California and the sole shareholder of Exois, Inc., a California corporation (the "Company").

Bio-Carbon Solutions International Inc. – AGREEMENT AND PLAN OF REORGANIZATION OF DLT RESOLUTION INC. AND (STOCK FOR STOCK EXCHANGE) Page (January 26th, 2018)

DLT RESOLUTION desires to acquire eighty percent (80%) of the issued and outstanding common stock of A.J.D DATA . making A.J.D DATA , a subsidiary of DLT RESOLUTION, and owners of A.J.D DATA intend to exchange eighty percent (80%) of their shares in A.J.D DATA SERVICES LTD. for shares of DLT RESOLUTION'S Common Stock, and the parties wish to agree to certain related terms and conditions, all as set forth herein;

Equity Bancshares Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG EQUITY BANCSHARES, INC., OZ MERGER SUB, INC. AND KANSAS BANK CORPORATION Dated as of December 16, 2017 (December 18th, 2017)

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is effective as of December 16, 2017, by and among Equity Bancshares, Inc. (EQBK), a Kansas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the BHCA), Oz Merger Sub, Inc. (Merger Sub), a Kansas corporation and wholly-owned subsidiary of EQBK, and Kansas Bank Corporation (KBC), a Kansas corporation and registered bank holding company under the BHCA.

Independent Bank Group Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN INDEPENDENT BANK GROUP, INC. McKinney, TEXAS AND INTEGRITY BANCSHARES, INC. HOUSTON, TEXAS Dated as of November 28, 2017 (November 28th, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made and entered into as of the 28th day of November, 2017, by and between Independent Bank Group, Inc., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (IBG), and Integrity Bancshares, Inc., a Texas corporation and registered bank holding company with its principal offices in Houston, Texas (IBI).

First Savings Financial Group – Amendment to Agreement and Plan of Reorganization (November 20th, 2017)

WHEREAS, First Savings Financial Group, Inc. ("FSFG"), First Savings Bank ("First Savings"), Dearmin Bancorp, Inc. ("Dearmin"), The First National Bank of Odon ("FNBO"), and the Priscilla D. and Timothy J. Turner Living Trust (the "Shareholder") are parties to an Agreement and Plan of Reorganization dated as of July 21, 2017 (the "Agreement");

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GUIDEWIRE SOFTWARE, INC., CAESAR ACQUISITION SUB I, INC., CAESAR ACQUISITION SUB II, LLC, CYENCE INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders Representative DATED AS OF OCTOBER 5, 2017 (November 2nd, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made as of October 5, 2017, by and among Guidewire Software, Inc., a Delaware corporation (Parent), Caesar Acquisition Sub I, Inc., a Delaware corporation (MergerCo I), Caesar Acquisition Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (MergerCo II and, together with MergerCo I, MergerCos), Cyence Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Indemnifying Parties (the Securityholders Representative).

Old Point Financial Corporation – AGREEMENT AND PLAN OF REORGANIZATION Among OLD POINT FINANCIAL CORPORATION, THE OLD POINT NATIONAL BANK OF PHOEBUS and CITIZENS NATIONAL BANK October 27, 2017 (November 2nd, 2017)

This AGREEMENT AND PLAN OF REORGANIZATION, dated as of October 27, 2017, is by and among Old Point Financial Corporation ("OPOF"), The Old Point National Bank of Phoebus ("OPNB") and Citizens National Bank ("CNB").

Amended and Restated Agreement and Plan of Reorganization by and Between Bancorpsouth, Inc. And Bancorpsouth Bank Dated as of August 15, 2017 (November 1st, 2017)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is dated as of August 15, 2017, by and between BancorpSouth, Inc. (the Company), a Mississippi corporation, and BancorpSouth Bank (the Bank), a Mississippi-chartered bank and wholly-owned subsidiary of the Company. The Company or the Bank may be referred to herein as a Party and collectively, as the Parties.

Delanco Bancorp, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN FIRST BANK AND DELANCO BANCORP, INC. Dated as of October 18, 2017 (October 24th, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of October 18, 2017, by and between First Bank ("First Bank"), a New Jersey chartered commercial bank and Delanco Bancorp, Inc. ("Delanco"), a New Jersey corporation.

First Financial Bankshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIRST FINANCIAL BANKSHARES, INC. KINGWOOD MERGER SUB, INC. AND COMMERCIAL BANCSHARES, INC. Dated as of October 12, 2017 (October 12th, 2017)

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is effective as of October 12, 2017, by and among First Financial Bankshares, Inc., a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the BHCA), with its principal offices in Abilene, Texas (FFIN), Kingwood Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of FFIN (Merger Sub), and Commercial Bancshares, Inc., a Texas corporation and registered bank holding company under the BHCA (CBI). An index of defined terms is included in Section 10.11.

Business First Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BUSINESS FIRST BANCSHARES, INC. BATON Rouge, LOUISIANA mINDEN BANCORP, INC. MINDEN, LOUISIANA AND BFB ACQUISITION COMPANY BATON ROUGE, LOUISIANA DATED AS OF October 5, 2017 (October 12th, 2017)

This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of the 6th day of October, 2017, by and among Business First Bancshares, Inc., a Louisiana corporation ("Business First"), Minden Bancorp, Inc., a Louisiana corporation ("MBI"), and BFB Acquisition Company, a Louisiana corporation and wholly-owned subsidiary of Business First ("BFB").

Franklin Financial Network Inc. – Amendment No. 3 to the Agreement and Plan of Reorganization and Bank Merger (October 5th, 2017)

THIS AMENDMENT NO. 3 (this Amendment) to the AGREEMENT AND PLAN OF REORGANIZATION AND BANK MERGER dated December 14, 2015, as previously amended by Amendment No. 1 on May 9, 2016, and Amendment No. 2 on March 30, 2017 (the Agreement), is made and entered into this 29th day of September, 2017, among Civic Bank & Trust, a Tennessee banking corporation (the Bank); Franklin Financial Network, Inc., a Tennessee corporation (Buyer BHC); and Franklin Synergy Bank, a Tennessee banking corporation (Buyer Bank).

Adial Pharmaceuticals, L.L.C. – Agreement and Plan of Reorganization (September 7th, 2017)

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

First Federal Bancshares of Arkansas, Inc. – Agreement and Plan of Reorganization (August 25th, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of August 22, 2017, by and among Arvest Bank, an Arkansas banking corporation ("Arvest"), Arvest Acquisition Sub, Inc., an Arkansas corporation and a wholly-owned subsidiary of Arvest ("Acquisition"), Bear State Financial, Inc., an Arkansas corporation ("Bear State"), and Bear State Bank, an Arkansas banking corporation and a wholly-owned subsidiary of Bear State (the "Bank").

AMENDMENT NO. 4 to AGREEMENT AND PLAN OF REORGANIZATION (August 16th, 2017)

This Amendment No. 4 (this Amendment) dated August 15, 2017, to the Agreement and Plan of Reorganization dated January 22, 2014 (as amended by Amendment No. 1 to the Agreement and Plan of Reorganization dated July 21, 2014, and Amendment No. 2 to the Agreement and Plan of Reorganization dated June 30, 2015, and Amendment No. 3 to the Agreement and Plan of Reorganization dated October 13, 2016, the Agreement) is by and between BancorpSouth, Inc. (BancorpSouth), a Mississippi corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the BHC Act), Central Community Corporation (the Company), a Delaware corporation and financial holding company pursuant to the Gramm-Leach-Bliley Act and bank holding company registered under the BHC Act, and BancorpSouth Bank (the BancorpSouth Bank), a Mississippi-chartered bank and wholly-owned subsidiary of BancorpSouth. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed t

AMENDMENT NO. 4 to AGREEMENT AND PLAN OF REORGANIZATION (August 16th, 2017)

This Amendment No. 4 (this Amendment) dated August 15, 2017, to the Agreement and Plan of Reorganization dated January 8, 2014 (as amended by Amendment No. 1 to the Agreement and Plan of Reorganization dated July 21, 2014, and Amendment No. 2 to the Agreement and Plan of Reorganization dated June 30, 2015, and Amendment No. 3 to the Agreement and Plan of Reorganization dated October 13, 2016, the Agreement) is by and between BancorpSouth, Inc. (BancorpSouth), a Mississippi corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the BHC Act), Ouachita Bancshares Corp. (the Company), a Louisiana corporation and bank holding company registered under the BHC Act, and BancorpSouth Bank (the BancorpSouth Bank), a Mississippi-chartered bank and wholly-owned subsidiary of BancorpSouth. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.

Pacific Premier Bancorp Inc – #52027286_v14 1 AGREEMENT AND PLAN OF REORGANIZATION, Dated as of August 8, 2017 by and Between Pacific Premier Bancorp, Inc. ("PPBI") and Plaza Bancorp ("Plaza"). RECITALS A. Plaza. Plaza Is a Delaware Corporation, Having Its Principal Place of Business in Irvine, California. B. PPBI. PPBI Is a Delaware Corporation, Having Its Principal Place of Business in Irvine, California. C. Intention of the Parties. It Is the Intention of the Parties to This Agreement That the Merger Provided for Herein Be Treated as a "Reorganization" Under Section 368(a) of the Internal Revenue Code of 1986, as Amende (August 9th, 2017)