Agreement Of Merger And Plan Of Reorganization Sample Contracts

SmooFi, Inc. – Agreement of Merger and Plan of Reorganization (October 9th, 2018)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation ("Pubco"), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco ("Merger Sub"), and LJR Security Services, Inc., a Louisiana corporation ("LJR").

SmooFi, Inc. – Agreement of Merger and Plan of Reorganization (August 20th, 2018)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation ("Pubco"), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco ("Merger Sub"), and LJR Security Services, Inc., a Louisiana corporation ("LJR").

SmooFi, Inc. – Agreement of Merger and Plan of Reorganization (August 20th, 2018)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation ("Pubco"), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco ("Merger Sub"), and LJR Security Services, Inc., a Louisiana corporation ("LJR").

FundThatCompany – AGREEMENT OF MERGER AND PLAN OF REORGANIZATION MERGING CLIC TECHNOLOGY, INC. A Florida Corporation With, and Into, FUNDTHATCOMPANY a Nevada Corporation Under the Name of MAY 3, 2018 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (May 11th, 2018)

This Agreement of Merger and Plan of Reorganization (the "Agreement") is dated as of this 3rd day of May, 2018 (the "Effective Date"), by and among on the one hand, FundThatCompany, a Nevada corporation, with a registered office address of 1815 NE 144th Street, North Miami, Florida 33181, ("FNTT", and the "Surviving Corporation"), and on the other hand, CLIC Technology, Inc., a Florida corporation, with a business address of 815 NE 144th Street, North Miami, Florida 33181, ("CTI" or the "Merging Corporation") and the shareholders of CTI (the "CTI Shareholders"). (FNTT, CTI, and the CTI Shareholders may be referred to herein as a "party" and collectively as the "parties"; and the Merging and Surviving Corporations may also be referred to herein collectively as the "Constituent Corporations").

FundThatCompany – AGREEMENT OF MERGER AND PLAN OF REORGANIZATION MERGING CLIC TECHNOLOGY, INC. A Florida Corporation With, and Into, FUNDTHATCOMPANY a Nevada Corporation Under the Name of MAY 3, 2018 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (May 11th, 2018)

This Agreement of Merger and Plan of Reorganization (the "Agreement") is dated as of this 3rd day of May, 2018 (the "Effective Date"), by and among on the one hand, FundThatCompany, a Nevada corporation, with a registered office address of 1815 NE 144th Street, North Miami, Florida 33181, ("FNTT", and the "Surviving Corporation"), and on the other hand, CLIC Technology, Inc., a Florida corporation, with a business address of 815 NE 144th Street, North Miami, Florida 33181, ("CTI" or the "Merging Corporation") and the shareholders of CTI (the "CTI Shareholders"). (FNTT, CTI, and the CTI Shareholders may be referred to herein as a "party" and collectively as the "parties"; and the Merging and Surviving Corporations may also be referred to herein collectively as the "Constituent Corporations").

WestMountain Alternative Energy Inc – Agreement of Merger and Plan of Reorganization (May 1st, 2018)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on April 25, 2018, by and among WESTMOUNTAIN ALTERNATIVE ENERGY, INC., a Colorado corporation ("Parent"), WETM ACQUISITION CORP., a Colorado corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and C-BOND SYSTEMS, LLC, a limited liability company formed in the State of Texas (the "Company").

Westmountain Asset Management Inc – Agreement of Merger and Plan of Reorganization (March 23rd, 2018)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on March 19, 2018, by and among WESTMOUNTAIN COMPANY, a Colorado corporation ("Parent"), WASM ACQUISITION CORP., a Colorado corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and CYTOBIOSCIENCE, INC., a company incorporated in the State of Delaware (the "Company").

International Metals Streaming Corp. – Second Amendment to Agreement of Merger and Plan of Reorganization (June 12th, 2017)

This Second Amendment to Agreement of Merger and Plan of Reorganization, dated as of June 1, 2017 (this "Amendment"), is made and entered into by and by and among Environmental Packaging Technologies Holding, Inc., a Nevada corporation ("Pubco"), EPT Acquisition Corporation, a Delaware corporation ("Merger Sub"), and a direct wholly-owned subsidiary of Pubco, and Environmental Packaging Technologies, Inc., a Delaware corporation ("EPT" and, together with Pubco and Merger Sub, the "Parties"). This Amendment amends the Agreement of Merger and Plan of Reorganization by and among the Parties and dated December 28, 2016, as amended on March 31, 2017 (collectively, the "Agreement").

International Metals Streaming Corp. – Amendment to Agreement of Merger and Plan of Reorganization (April 18th, 2017)

This Amendment to Agreement of Merger and Plan of Reorganization, dated as of March 31, 2017 (this "Amendment"), is made and entered into by and by and among Environmental Packaging Technologies Holding, Inc., a Nevada corporation ("Pubco"), EPT Acquisition Corporation, a Delaware corporation ("Merger Sub"), and a direct wholly-owned subsidiary of Pubco, and Environmental Packaging Technologies, Inc., a Delaware corporation ("EPT" and, together with Pubco and Merger Sub, the "Parties"). This Amendment amends the Agreement of Merger and Plan of Reorganization by and among the Parties and dated December 28, 2016 (the "Agreement").

International Metals Streaming Corp. – Agreement of Merger and Plan of Reorganization (December 29th, 2016)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on December 28, 2016 by and among International Metals Streaming Corp., a Nevada corporation ("Pubco"), EPT Acquisition Corporation, a Delaware corporation ("Merger Sub"), and a direct wholly-owned subsidiary of Pubco, and Environmental Packaging Technologies, Inc., a Delaware corporation ("EPT").

Active With Me Inc. – Agreement of Merger and Plan of Reorganization (August 17th, 2016)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made and entered into on May 17, 2016 by and among Rasna Therapeutics, Inc., a Delaware corporation (Parent), Falconridge Holdings Limited, a corporation organized under the laws of the British Virgin Islands (Falconridge), which is a wholly-owned subsidiary of Parent, and Arna Therapeutics Limited, a corporation formed under the laws of the British Virgin Islands (the Company).

Active With Me Inc. – Agreement of Merger and Plan of Reorganization (August 17th, 2016)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made and entered into on August 15, 2016 by and among Active With Me, Inc., a Nevada corporation (Parent), Rasna Acquisition Corp., a Delaware corporation (Acquisition Corp.), which is a wholly-owned subsidiary of Parent, and Rasna Therapeutics, Inc., a Delaware corporation (the Company).

Spatializer Audio Laboratories – AGREEMENT OF MERGER AND PLAN OF REORGANIZATION by and Among AMERI HOLDINGS, INC. VIRTUOSO ACQUISITION INC., AMERI100 VIRTUOSO INC., VIRTUOSO, L.L.C. And THE SOLE MEMBER OF VIRTUOSO, L.L.C. July 22, 2016 (July 27th, 2016)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on July 22, 2016 (the "Acceptance Time"), by and among AMERI HOLDINGS, INC., a Delaware corporation ("Parent"), VIRTUOSO ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Purchaser"), AMERI100 VIRTUOSO INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub 2" and, together with Purchaser, the "Merger Subs"), VIRTUOSO, L.L.C., a Kansas limited liability company (the "Company"), and the sole member of the Company, David Nowak (the "Sole Member"). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 11 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs, the Sole Member and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

Biohitech Global, Inc. – Agreement of Merger and Plan of Reorganization (August 11th, 2015)

This Agreement of Merger and Plan of Reorganization (this "Agreement") is entered into as of August 6, 2015 by and among SWIFT START CORP., a Delaware corporation ("Swift"), BIOHITECH GLOBAL, INC., a Delaware corporation ("Acquisition"), and BIO HI TECH AMERICA, LLC, a Delaware limited liability company ("BioHiTech"). Swift, Acquisition and BioHiTech are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

Agreement of Merger and Plan of Reorganization (July 10th, 2015)

This Agreement of Merger and Plan of Reorganization (this "Agreement") is entered into as of July 10, 2015 by and among HASHINGSPACE CORPORATION., a publicly-owned Nevada corporation ("HASH"), HASH ACQUISITION CORP., Delaware corporation ("Acquisition"), and HASHINGSPACE CORPORATION, a Delaware corporation ("HashingSpace"). HASH, Acquisition and HashingSpace are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

Cinjet Inc – AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG CINJET, INC. CJA ACQUISITION CORP. And SOLIS TEK INC. Dated as of June 23, 2015 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (June 26th, 2015)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made and entered into on June 23, 2015, by and among Cinjet, Inc., a Nevada corporation (Parent), CJA Acquisition Corp., a California corporation (Acquisition Corp.), which is a wholly-owned subsidiary of Parent, and Solis Tek Inc a California corporation (the Company).

Uranium Resources, Inc. – LOAN AGREEMENT Between ANATOLIA ENERGY LIMITED as the Borrower, and URANIUM RESOURCES, INC. As the Lender Dated as of 22 June 2015 (June 26th, 2015)

This LOAN AGREEMENT (this Agreement) dated as of 22 June 2015 (the Closing Date) is by and between ANATOLIA ENERGY LIMITED, an Australian public company, as the borrower (the Borrower) and URANIUM RESOURCES, INC., a corporation organized and existing under the laws of the State of Delaware, as the lender (together with its successors and assigns, the Lender).

Uranium Resources, Inc. – Purchase and Exchange Agreement by and Among Energy Fuels Inc., an Ontario Corporation, Strathmore Resources (Us) Ltd., a Nevada Corporation, (June 26th, 2015)

This Purchase and Exchange Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of June 26, 2015 (the Execution Date), by and among ENERGY FUELS INC., an Ontario, Canada corporation (EFI), STRATHMORE RESOURCES (US) LTD., a Nevada corporation (EF Sub and together with EFI, the EFI Parties), URANIUM RESOURCES, INC., a Delaware corporation (URI), URANCO INC., a Delaware corporation (Uranco), Neutron Energy, Inc., a Nevada corporation (Neutron Energy), and Hydro Resources, Inc., a Delaware corporation (HRI and together with URI, Uranco and Neutron Energy, the URI Parties). EFI, EF Sub, URI, Uranco, Neutron Energy and HRI are sometimes referred to herein individually as a Party and collectively as the Parties, and, if the context requires, a Party may be referred to as either a Transferring Party or an Acquiring Party, as such terms are defined in Appendix A of this Agreement.

Spatializer Audio Laboratories – AGREEMENT OF MERGER AND PLAN OF REORGANIZATION Among SPATIALIZER AUDIO LABORATORIES, INC. AMERI100 ACQUISITION, INC. And AMERI AND PARTNERS INC. (Dba Ameri100) May 26, 2015 (May 26th, 2015)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on May 26, 2015, by and among SPATIALIZER AUDIO LABORATORIES, INC., a Delaware corporation ("Parent"), AMERI100 ACQUISITION, INC., a Delaware corporation ("Acquisition Sub"), which is a wholly-owned subsidiary of Parent, and AMERI AND PARTNERS INC. (dba Ameri100), a Delaware corporation (the "Company").

AMENDED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG SSTL, INC. SSTL ACQUISITION CORP. And ZENOVIA DIGITAL EXCHANGE CORPORATION Dated as of May 14, 2015 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (May 15th, 2015)

THIS AMENDED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on May 14, 2015, by and among SSTL, Inc., a Nevada corporation ("Parent"), SSTL Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Zenovia Digital Exchange Corporation, a Delaware corporation (the "Company").

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION by and Among DIGIRAD CORPORATION, MALEAH INCORPORATED, MD OFFICE SOLUTIONS, INC. AND THE STOCKHOLDERS PARTY HERETO March 5, 2015 (March 6th, 2015)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into this 5th day of March, 2015, by and among Digirad Corporation, a Delaware corporation ("Digirad"), Maleah Incorporated, a California corporation and wholly-owned direct subsidiary of Digirad ("Merger Sub", and together with Digirad, the "Acquiring Parties"), and MD Office Solutions, Inc., a California corporation ("MD Office"), and solely for the purposes expressly set forth herein Keenan - Thornton Family Trust, Samia Arram and David Keenan (each a "Stockholder", and collectively the "Stockholders").

Agreement of Merger and Plan of Reorganization (October 31st, 2014)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on October 30, 2014, by and among SSTL, Inc., a Nevada corporation ("Parent"), SSTL Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Zenovia Digital Exchange Corporation, a Delaware corporation (the " Company").

CannLabs, Inc. – Agreement of Merger and Plan of Reorganization (June 13th, 2014)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this " Agreement") is made and entered into on June 12, 2014, by and among CannLabs, Inc., a Nevada corporation ("Parent"), CLB Acquisition Corp., a Nevada corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Carbon Bond Holdings, Inc. a Colorado corporation (the " Company").

Stationdigital Corp – Agreement of Merger and Plan of Reorganization (April 28th, 2014)

This Agreement of Merger and Plan of Reorganization (this "Agreement") is entered into as of April 23, 2014 by and among ALARMING DEVICES, INC., a Nevada corporation ("ADI") and STATIONDIGITAL CORPORATION a Delaware corporation ("StationDigital"). ADI and StationDigital are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

Second Amendment to Agreement of Merger and Plan of Reorganization (April 24th, 2014)

THIS AMENDMENT, dated as of April 23, 2014 (this "Amendment"), by and among Inventergy, Inc., a Delaware corporation ("Inventergy"), eOn Communications Corporation, a Delaware corporation ("Parent"), and Inventergy Merger Sub, Inc., a Delaware corporation ("Merger Sub" and, together with Inventergy and Parent, the "Parties"), amends that certain Agreement of Merger and Plan of Reorganization, dated as of December 17, 2013 as amended by the First Amendment dated March 26, 2014, among the Parties (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

First Amendment to Agreement of Merger and Plan of Reorganization (March 25th, 2014)

THIS AMENDMENT, dated as of March 24, 2014 (this "Amendment"), by and among Inventergy, Inc., a Delaware corporation ("Inventergy"), eOn Communications Corporation, a Delaware corporation ("Parent"), and Inventergy Merger Sub, Inc., a Delaware corporation ("Merger Sub" and, together with Inventergy and Parent, the "Parties"), amends that certain Agreement of Merger and Plan of Reorganization, dated as of December 17, 2013, among the Parties (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG INVENTERGY, INC., EON COMMUNICATIONS CORPORATION AND INVENTERGY MERGER SUB, INC. Dated as of December 17, 2013 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (December 18th, 2013)
Numbeer Inc – Agreement of Merger and Plan of Reorganization (May 23rd, 2013)

This Agreement of Merger and Plan of Reorganization (this "Agreement") is entered into as of May 22, 2013 by and between NUMBEER, INC., a Nevada corporation ("Numbeer"), NUMBEER ACQUISITION, INC., a Nevada corporation ("Acquisition"), and GOOD EARTH ENERGY CONSERVATION, INC., a Delaware corporation ("Good Earth"). Numbeer, Acquisition and Good Earth are sometimes hereinafter collectively referred to as the "parties" and individually as a "party."

Agreement of Merger and Plan of Reorganization (January 18th, 2013)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on January 14, 2013, by and among Excel Corporation, a Delaware corporation ("Parent"), ECB Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Excel Business Solutions, Inc., a Delaware corporation (the "Company").

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION _____________________________________________________ BY AND AMONG BE ACTIVE HOLDINGS, INC. BE ACTIVE ACQUISITION CORP. And BE ACTIVE BRANDS, INC. Dated as of January 9, 2013 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (January 15th, 2013)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on January 9, 2013 by and among Be Active Holdings, Inc., a Delaware corporation ("Parent"), Be Active Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Be Active Brands, Inc., a Delaware corporation (the "Company").

Bullfrog Gold Corp. – Agreement of Merger and Plan of Reorganization (December 18th, 2012)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on September 30, 2011, by and among Bullfrog Gold Corp., a Delaware corporation ("Parent"), Bullfrog Gold Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Standard Gold Corp., a Nevada corporation (the "Company").

Agreement of Merger and Plan of Reorganization (September 5th, 2012)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made and entered into on August 31, 2012, by and among IP Technology Services, Inc., a Delaware corporation (Parent), C2C Acquisition Corp., a Nevada corporation (Acquisition Corp.), which is a wholly-owned subsidiary of Parent, and click2cause Inc., a Nevada corporation (the Company).

Stratex Oil & Gas Holdings, Inc. – Agreement of Merger and Plan of Reorganization (July 12th, 2012)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on July 3, 2012, by and among Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Stratex Acquisition Corp., a Colorado corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and Stratex Oil & Gas, Inc., a Delaware corporation (the "Company").

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION _____________________________________________________ BY AND AMONG INZON CORPORATION AVC ACQUISITION CORP. And AMERICAN VISIONTECH CO., LTD. Dated as of May 17, 2012 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (May 23rd, 2012)

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on May 17, 2012, by and among INZON CORPORATION, a Nevada corporation ("Parent"), AVC ACQUISITION CORP., a British Virgin Islands (BVI) corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and AMERICAN VISIONTECH CO., LTD., a British Virgin Island company (the "Company").

Agreement of Merger and Plan of Reorganization (March 19th, 2012)

This Agreement of Merger and Plan of Reorganization (the "Agreement"), dated as of the 13th day of March, 2012, by and between Aspen Group, Inc., a Delaware corporation and successor in interest to Elite Nutritional Brands, Inc., a Florida corporation ("Aspen"), Aspen Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Aspen ("Merger Sub") and Aspen University Inc., a Delaware corporation ("PrivateCo").: