Agreement and Plan of Reorganization and Merger Sample Contracts

EXHIBIT 99.2 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • March 22nd, 2000 • Healthcentral Com • Services-computer integrated systems design • Delaware
EXHIBIT 10.32 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • February 22nd, 2000 • National Information Consortium • Services-business services, nec • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 31st, 2001 • Emergent Group Inc/Ny • Wholesale-misc durable goods • New York
EXHIBIT 2.1 FUTURELINK CORP.
Agreement and Plan of Reorganization and Merger • December 8th, 1999 • Futurelink Corp • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services
BY AND AMONG
Agreement and Plan of Reorganization and Merger • November 3rd, 1998 • Quicksilver Resources Inc • Texas
EXHIBIT 2.01
Agreement and Plan of Reorganization and Merger • June 7th, 1999 • FNB Financial Services Corp • National commercial banks • North Carolina
AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER By and Between CARDINAL BANKSHARES CORPORATION and MOUNTAINBANK FINANCIAL CORPORATION
Agreement and Plan of Reorganization and Merger • September 27th, 2002 • Mountainbank Financial Corp • National commercial banks

THIS AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the “Amendment”) is entered into as of the 25th day of September, 2002, by and between CARDINAL BANKSHARES CORPORATION (“Cardinal”) and MOUNTAINBANK FINANCIAL CORPORATION (“MFC”).

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER dated as of December 17, 2025 by and between CVB FINANCIAL CORP. and HERITAGE COMMERCE CORP
Agreement and Plan of Reorganization and Merger • December 23rd, 2025 • Heritage Commerce Corp • State commercial banks • California

This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of December 17, 2025 (this “Agreement”), is entered into by and among CVB Financial Corp., a California corporation (“Parent”) and Heritage Commerce Corp, a California corporation (“Company”), with Parent and Company, each a “Party” and collectively hereinafter the “Parties”.

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • April 2nd, 2001 • Pedianet Com Inc • Services-business services, nec
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 19th, 2000 • E Tek Dynamics Inc • Semiconductors & related devices • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • May 4th, 2001 • Grand Enterprises Inc/De • Blank checks
1 EXHIBIT 2.5 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • July 18th, 1997 • American Physician Partners Inc • Services-misc health & allied services, nec • New York
Contract
Agreement and Plan of Reorganization and Merger • May 5th, 2020 • California

EX-22.2 2 exhibit22agreementandplano.htm EXHIBIT 22.2 Exhibit 2.2 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF APRIL 27, 2017 AMONG CENTRAL VALLEY COMMUNITY BANCORP, CENTRAL VALLEY COMMUNITY BANK, AND FOLSOM LAKE BANK A-i Table of Contents TABLE OF CONTENTS

WITNESSETH:
Agreement and Plan of Reorganization and Merger • May 5th, 1997 • Palex Inc • Millwood, veneer, plywood, & structural wood members • Delaware
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • May 13th, 2005 • Summit Financial Corp • National commercial banks • South Carolina

We have acted as South Carolina counsel to First Citizens Bank and Trust Company, Inc. (“FCB”). a South Carolina-chartered bank, and its parent company, First Citizens Bancorporation, Inc. (“Bancorp”), a South Carolina corporation, in connection with the transactions described in that certain Agreement and Plan of Reorganization and Merger dated as of _________ 2005 (the “Agreement,” including the Plan of Merger referenced therein), by and among Summit Financial Corporation, Inc. (“Summit”), Summit National Bank (“SNB”), and FCB, and joined in by Bancorp. Pursuant to and in accordance with the terms and conditions of the Agreement, SFC and SNB are proposed to be merged into and with FCB (the “Merger”) and each of the outstanding shares of SFC’s common stock will be converted into the right to receive cash in the amount of $22.00. This letter is delivered in connection with the consummation and closing of the Merger and other transactions described in the Agreement (the “Closing”). Capi

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • April 29th, 2003 • Tumbleweed Communications Corp • Services-prepackaged software • Delaware

This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of April 23, 2003 (this “Amendment”), is made by and among Tumbleweed Communications Corp., a Delaware corporation (“Parent”), Velocity Acquisition Sub, Inc., a Delaware corporation (the “Sub”), and Valicert, Inc., a Delaware corporation (the “Company”). Capitalized terms used m this Amendment and not otherwise defined herein shall have the respective meanings set forth in the Original Agreement (as defined hereinafter).

WITNESSETH:
Agreement and Plan of Reorganization and Merger • May 5th, 1997 • Palex Inc • Millwood, veneer, plywood, & structural wood members • Delaware
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER PARTIES: COLUMBIA RIVER BANKING COMPANY ("CRBC")
Agreement and Plan of Reorganization and Merger • March 31st, 1997 • Columbia Bancorp \Or\ • State commercial banks • Oregon
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • February 14th, 2000 • Futurelink Corp • Services-computer programming services • Maryland
ANNEX I ======================================================================= ========= AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • March 4th, 1999 • Modtech Holdings Inc • Prefabricated wood bldgs & components • Colorado
MORRISON & FOERSTER LLP ATTORNEYS AT LAW 425 MARKET STREET SAN FRANCISCO, CALIFORNIA 94105-2482
Agreement and Plan of Reorganization and Merger • September 1st, 1998 • Digital Microwave Corp /De/ • Radio & tv broadcasting & communications equipment
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF OCTOBER 10, 2023 BY AND AMONG CENTRAL VALLEY COMMUNITY BANCORP AND COMMUNITY WEST BANCSHARES
Agreement and Plan of Reorganization and Merger • October 11th, 2023 • Community West Bancshares / • State commercial banks • California

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this “Agreement”), dated as of October 10, 2023, is hereby entered into by and among CENTRAL VALLEY COMMUNITY BANCORP, a California corporation (“CVCY”), and COMMUNITY WEST BANCSHARES, a California corporation (“CWBC”).

WITNESSETH:
Agreement and Plan of Reorganization and Merger • May 5th, 1997 • Palex Inc • Millwood, veneer, plywood, & structural wood members • Delaware
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and among FIRST HAWAIIAN, INC., TRICO BANCSHARES, and HORIZON MERGER SUB, INC. Dated as of July 12, 2026
Agreement and Plan of Reorganization and Merger • July 15th, 2026 • First Hawaiian, Inc. • State commercial banks • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of July 12, 2026 (this “Agreement”), is by and among First Hawaiian, Inc., a Delaware corporation (“Parent”), TriCo Bancshares, a California corporation (the “Company”), and Horizon Merger Sub, Inc., a California corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).

EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • September 26th, 2000 • Saflink Corp • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services • California