Agreement of Merger Sample Contracts

ARTICLE I THE MERGER
Agreement of Merger • January 23rd, 2007 • Reflect Scientific Inc • Telegraph & other message communications • California
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AGREEMENT OF MERGER
Agreement of Merger • December 12th, 2005 • GoRemote Internet Communications, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT OF MERGER (“Agreement”) is made and entered into as of December 9, 2005, by and among: IPASS, INC., a Delaware corporation (“Parent”); KEYSTONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and GOREMOTE INTERNET COMMUNICATIONS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

BY AND AMONG
Agreement of Merger • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
AMENDED AND RESTATED AGREEMENT OF MERGER BY AND BETWEEN FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION AND FRANKFORT FIRST BANCORP, INC. DATED AS OF JULY 15, 2004 AND AMENDED AND RESTATED AS OF NOVEMBER 3, 2004
Agreement of Merger • November 12th, 2004 • Frankfort First Bancorp Inc • Savings institution, federally chartered • Kentucky

THIS AMENDED AND RESTATED AGREEMENT OF MERGER made as of this 15th day of July, 2004 and amended and restated as of November 3, 2004, by and among FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION and FRANKFORT FIRST BANCORP, INC.

AMENDMENT NUMBER ONE TO
Agreement of Merger • January 18th, 2002 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals
AMONG
Agreement of Merger • May 14th, 1998 • Health Management Associates Inc • Services-general medical & surgical hospitals, nec • Mississippi
EXHIBIT 1 Agreement of Merger dated December 2, 1999
Agreement of Merger • December 10th, 1999 • Avant Corp • Services-prepackaged software • California
AGREEMENT OF MERGER
Agreement of Merger • January 17th, 2024 • Taro Pharmaceutical Industries LTD • Pharmaceutical preparations

This Agreement of Merger is made and entered into as of January 17, 2024 by and among Sun Pharmaceutical Industries Ltd., a corporation organized under the laws of India (“Parent”), Alkaloida Chemical Company ZRT (f/k/a Alkaloida Chemical Company Exclusive Group Limited) (“Alkaloida”), a corporation organized under the laws of Hungary and under the control of Parent, The Taro Development Corporation, a corporation organized under the laws of New York and under the control of Parent (“TDC”), Sun Pharma Holdings, a corporation organized under the laws of Mauritius and a direct wholly owned subsidiary of Parent (“SPH”), Libra Merger Ltd., an Israeli company under the control of Parent and a direct wholly owned subsidiary of Alkaloida, TDC and SPH (“Merger Sub”), and Taro Pharmaceutical Industries Ltd., an Israeli company (the “Company”). Certain capitalized terms used but not defined in this Agreement are defined in ‎Exhibit A hereto.

AGREEMENT OF MERGER
Agreement of Merger • April 3rd, 2012 • EC Development, Inc. • Services-computer rental & leasing • Delaware

This AGREEMENT OF MERGER ("Agreement") is made this May 15th, 2010 by and between EC Development, LLC., an Oklahoma Limited Liability Company ("EC Development") and eNucleus, Inc., a Delaware Corporation ("eNucleus") or the ("Surviving Corporation"), together the ("Constituent Corporations").

AMONG
Agreement of Merger • March 29th, 2001 • Regent Communications Inc • Radio broadcasting stations • Minnesota
AGREEMENT OF MERGER among: Mellanox Technologies, Ltd., an Israeli public company; Mondial Europe Sub Ltd., an Israeli private company; and EZchip Semiconductor Ltd., an Israeli public company
Agreement of Merger • September 30th, 2015 • Mellanox Technologies, Ltd. • Semiconductors & related devices

This Agreement of Merger (this “Agreement”) is entered into as of September 30, 2015, by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Agreement of Merger • January 18th, 2005 • Synta Pharmaceuticals Corp • Delaware
AMENDMENT NO. 4 TO AGREEMENT OF MERGER
Agreement of Merger • November 25th, 2009 • First Bankshares, Inc. • State commercial banks • Virginia

THIS AMENDMENT NO. 4 TO AGREEMENT OF MERGER (this “Amendment”) is made and entered into as of November 19, 2009 between First Bankshares, Inc., a Virginia bank holding company incorporated pursuant to the Virginia Stock Corporation Act (“FBS”), and Xenith Corporation, a Virginia corporation (“Xenith”). This Amendment amends that certain Agreement of Merger, dated as of May 12, 2009, as amended by that certain Amendment No. 1 thereto, dated as of August 14, 2009, Amendment No. 2 thereto, dated as of October 15, 2009, and Amendment No. 3 dated as of October 30, 2009 (as so amended, the “Agreement”), by and between FBS and Xenith. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

OF
Agreement of Merger • August 22nd, 1997 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Georgia
AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH NATIONAL BANK
Agreement of Merger • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

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AGREEMENT OF MERGER among: Checkout Holding Corp., a Delaware corporation, Checkout Acquisition Corp., a Delaware corporation, and CATALINA MARKETING CORPORATION, a Delaware corporation
Agreement of Merger • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • New York

THIS AGREEMENT OF MERGER (“Agreement”) is made and entered into as of April 17, 2007 (the “Agreement Date”) by and among Checkout Holding Corp. (“Parent”), a Delaware corporation, Checkout Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Catalina Marketing Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT OF MERGER
Agreement of Merger • June 3rd, 2008 • Service 1st Bancorp • State commercial banks

THIS AGREEMENT OF MERGER (“Agreement”) is made as of , 2008, by and between Central Valley Community Bancorp, a California corporation (“Parent”), and Service 1st Bancorp, a California corporation (“Company”).

AGREEMENT OF MERGER
Agreement of Merger • May 12th, 2016 • Terra Tech Corp. • Engines & turbines • California

THIS AGREEMENT OF MERGER, dated as of March 31, 2016 (the "Merger Agreement"), is made and entered into by Generic Merger Sub, Inc., a California corporation ("Merger Sub") and Black Oak Gallery, a California corporation (the "Company" or "Surviving Corporation") (the Company and Merger Sub being hereinafter collectively referred to as the "Constituent Corporations").

BY AND AMONG
Agreement of Merger • January 4th, 2002 • Verticalnet Inc • Services-advertising • Pennsylvania
AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH National Bank
Agreement of Merger • July 7th, 2011 • Tib Financial Corp. • State commercial banks

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

ARTICLE II REPRESENTATIONS AND WARRANTIES
Agreement of Merger • June 3rd, 2002 • Paradigm Geophysical LTD • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PROVIDENT BANCORP, INC. AND WARWICK COMMUNITY BANCORP, Inc.
Agreement of Merger • March 18th, 2004 • Provident Bancorp Inc/Ny/ • Savings institutions, not federally chartered • Delaware
Sub-Item 77Q1: Exhibits (g)(1) Merger Agreement BANCROFT CONVERTIBLE FUND, INC. AGREEMENT OF MERGER (the "Agreement"), dated as of November 18, 2005, by and between Bancroft Convertible Fund, Inc., a Delaware corporation (the "Company"), and Bancroft...
Agreement of Merger • June 30th, 2006 • Bancroft Fund LTD

AGREEMENT OF MERGER (the "Agreement"), dated as of November 18, 2005, by and between Bancroft Convertible Fund, Inc., a Delaware corporation (the "Company"), and Bancroft Fund, a Delaware statutory trust (the "Trust"). BACKGROUND The Company is organized as a management investment company and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The Company's shares of common stock currently trade on the American Stock Exchange ("AMEX"). The Company desires to change its form of organization by merging with and into the Trust (the "Merger"). In anticipation of the Merger, the Board of Trustees of the Trust has established the Trust and has designated one class of shares of beneficial interest in the Trust (the "Trust Shares"). The Merger is subject to, and shall be effected in accordance with, the terms of this Agreement. This Agreement is intended to be and is adopted by the Company, and by the Trust, as a Plan of Reorganizatio

AGREEMENT OF MERGER DATED AS OF DECEMBER 30, 2008 between PREMIER FINANCIAL BANCORP, INC. and ABIGAIL ADAMS NATIONAL BANCORP, INC.
Agreement of Merger • January 2nd, 2009 • Premier Financial Bancorp Inc • State commercial banks • Delaware

THIS AGREEMENT OF MERGER (hereinafter sometimes referred to as the "Agreement”), made and entered into as of the 30th day of December, 2008, by and between PREMIER FINANCIAL BANCORP INC. (“Premier”) and ABIGAIL ADAMS NATIONAL BANCORP, INC. (“Adams”);

AGREEMENT OF MERGER DATED AS OF FEBRUARY 15, 2007 AMONG CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, ROCK ACQUISITION CORP. AND FIELDSTONE INVESTMENT CORPORATION
Agreement of Merger • February 22nd, 2007 • Fieldstone Investment Corp • Real estate investment trusts • Maryland

This Agreement of Merger, dated as of February 15, 2007 (this “Agreement”), is among Credit-Based Asset Servicing and Securitization LLC, a Delaware limited liability company (“Parent”), Rock Acquisition Corp., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Fieldstone Investment Corporation, a Maryland corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 8.15.

FORM OF] AGREEMENT OF MERGER BETWEEN ____________________________ (a California corporation) AND ____________________________ (a Delaware statutory trust)
Agreement of Merger • January 22nd, 2007 • Franklin Money Fund

AGREEMENT OF MERGER entered into on __________, 2007 by _______________, a California corporation, and _______________, a Delaware statutory trust, as approved by the Board of Directors and Board of Trustees of each fund: 1. _______________, which is a corporation incorporated in the State of California, and which is sometimes hereinafter referred to as the “disappearing corporation,” shall be merged with and into _______________, which is a statutory trust organized in the State of Delaware, and which is sometimes hereinafter referred to as the “surviving trust.”

APPENDIX A AGREEMENT OF MERGER OF JAKKS ACQUISITION II, INC. WITH AND INTO PENTECH INTERNATIONAL INC. Dated as of May 22, 2000 T A B L E O F C O N T E N T S
Agreement of Merger • June 12th, 2000 • Pentech International Inc • Pens, pencils & other artists' materials • Delaware
AMENDMENT NO. 1 TO AGREEMENT OF MERGER OF JANUARY 26, 2000 BETWEEN STARFEST, INC. AND CONCIERGE, INC.
Agreement of Merger • September 5th, 2000 • Starfest Inc • Services-business services, nec
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