Plan and Agreement of Reorganization Sample Contracts

Biotech Products Services & Research, Inc. – PLAN AND AGREEMENT OF REORGANIZATION (April 26th, 2018)

MANAGEMENT AND BUSINESS ASSOCIATES, LLC, a Florida limited liability company with its principal offices located at c/o Kleinfeld Legal Advisors PA, 801 NE 167th Street, Suite 306, N. Miami Beach, Florida 33162 (hereinafter “MBA”)

Port of Call Online Inc. – PLAN AND AGREEMENT OF REORGANIZATION (December 24th, 2014)

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 23rd day of December 2014 by and between PORT OF CALL ONLINE, INC., a Nevada corporation (“POCO”), and PUREBASE, INC., a Nevada corporation (“PUREBASE”), and those persons listed in Exhibit A hereto, being stockholders of PUREBASE who together hold Ninety Five percent (95%) of the outstanding stock of PUREBASE as of the date this Agreement is executed.

Port of Call Online Inc. – PLAN AND AGREEMENT OF REORGANIZATION AMONG PUREBASE, INC. AND US AGRICULTURAL MINERALS, LLC AND CERTAIN MANAGER-MEMBERS OF US AGRICULTURAL MINERALS, LLC DATED NOVEMBER 24, 2014 (December 24th, 2014)

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 24th   day of November 2014 by and between PUREBASE, INC., a Nevada corporation (“PUREBASE”), and US AGRICULTURAL MINERALS, LLC, a Nevada limited liability company (“USAM”), and those persons listed in Exhibit A hereto, being all of the Members of USAM who together hold one hundred percent (100%) of the Membership Interests of USAM as of the date this Agreement is executed (the “USAM Members”).

Zegarelli Group International Inc – PLAN AND AGREEMENT OF REORGANIZATION AMONG ZEGARELLI GROUP INTERNATIONAL, INC. AND 2050 MOTORS, INC. AND CERTAIN SHAREHOLDERS OF 2050 MOTORS, INC. January 30, 2014 (February 5th, 2014)

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 30th day of January, 2014 by and between ZEGARELLI Group International, Inc., a California corporation (“ZEGARELLI”), and 2050 Motors, Inc., a Nevada corporation (“2050 MOTORS”), and those persons listed in Exhibit A hereto, being all of the shareholders of 2050 MOTORS who own individually at least ten percent (10%) of the outstanding stock of 2050 MOTORS and together hold over fifty percent (50%) of the outstanding stock of 2050 MOTORS as of the date this Agreement is executed.

Legacy Technology Holdings, Inc. – PLAN AND AGREEMENT OF REORGANIZATION AND SHARE EXCHANGE DATED AS OF APRIL 4, 2013 BY AND AMONG LEGACY TECHNOLOGY HOLDINGS, INC. AND GENOMIC INTEGRATED WELLNESS SYSTEMS, INC. AND ITS SOLE SHAREHOLDER PLAN & AGREEMENT OF REORGANIZATION AND SHARE EXCHANGE AGREEMENT This AGREEMENT, dated as of April 4, 2013, (the "Agreement"), by and among Legacy Technology Holdings, Inc., a Colorado Corporation, ("LTH"), and Acquiree of Genomics Integrated Wellness Systems, Inc. ("GIWS" or "Acquiree"), and the Sole GIWS shareholder. WHEREAS, the Board of Directors of LTH and Acquiree, respectively, have each appr (June 27th, 2013)
Hinto Energy, Inc – Amendment to Plan and Agreement of Reorganization dated July 27, 2011 by and between Hinto Energy, Inc. and South Uintah Gas Properties, Inc. For valuable consideration: The above referenced agreement is hereby amended as follows: 1) The number of shares of Hinto Energy, Inc. (formerly Garner Investments, Inc.) to be issued to SUGP shareholders, shall be increased to 9,675,000, less 300,000 shares cancelled and exchanged for Hinto shares delivered to Lexico Resources, or 9,375,000 shares and warrants shall be amended to increase by 700,000, $1, 3 year term warrants, for a total of 6,700,000 wa (January 30th, 2012)
New Western Energy Corp – Plan and Agreement of Reorganization dated December 1, 2012, between the Registrant, Royal Texan Energy Co., and Brent and Brook Hatchett. (January 6th, 2012)

Plan and Agreement of Reorganization dated December 1, 2012, between the Registrant, Royal Texan Energy Co., and Brent and Brook Hatchett.

Infinity Capital Group, Inc. – PLAN AND AGREEMENT OF REORGANIZATION DATED AS OF SEPTEMBER 10, 2010 BY AND AMONG INFINITY CAPITAL GROUP, INC. AND 30DC, INC. AND ITS SHAREHOLDERS PLAN AND AGREEMENT OF REORGANIZATION This AGREEMENT, dated as of September 10, 2010 (the "Agreement"), by and among Infinity Capital Group, Inc., a Maryland Corporation, ("ICG"), and 30DC, Inc. which is a Delaware corporation ("Acquiree") and the shareholders of Acquiree ("Shareholders" as listed on Exhibit A hereto). WHEREAS, the Board of Directors of ICG and Acquiree, respectively, have each approved, as being in the best interest of the respective (September 10th, 2010)
Steele Recording Corp – PLAN AND AGREEMENT OF REORGANIZATION AMONG STEELE RECORDING CORPORATION AND STEELE RESOURCE, INC. AND CERTAIN STOCKHOLDERS OF STEELE RESOURCE, INC. DATED JUNE 17, 2010 (June 21st, 2010)

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 17TH  day of June 2010 by and between STEELE RECORDING CORPORATION, a Nevada corporation (“STEELE RECORDING”), and STEELE RESOURCE, INC., a Nevada corporation (“STEELE RESOURCE”), and those persons listed in Exhibit A hereto, being all of the stockholders of Steele Resource who together hold one hundred percent (100%) of the outstanding stock of Steele Resource as of the date this Agreement is executed.

Guide Holdings Inc – PLAN AND AGREEMENT OF REORGANIZATION (March 26th, 2010)

THIS PLAN AND AGREEMENT OF REORGANIZATION (the “Agreement”) is made this 11th day of October, 2007, among Guide Holdings, Inc., a Utah corporation (“GHI”); Kim McReynolds, the sole stockholder of GHI (the “GHI Stockholder”); The Guidebook Company, Inc., a Utah corporation (“GBC”); and The Guidebook Company, Inc. stockholders (the “GBC Stockholders”), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. The foregoing are sometimes collectively referred to as the “Parties.”

Ubroadcast, Inc. – PLAN AND AGREEMENT OF REORGANIZATION (March 10th, 2010)

This Plan and Agreement of Reorganization (the “Plan of Reorganization”) is entered into as of the 18th day of February, 2010, by and among ubroadcast, inc., a Delaware corporation, sometimes referred to in this Plan of Reorganization as “Purchaser”, and those persons executing this Plan of Reorganization below, all of whom are shareholders of iVu Media Corp., a Delaware corporation. These persons, as a group, are sometimes referred to collectively in this Plan of Reorganization as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of common stock of iVu Media Corp., a Delaware corporation, sometimes referred to in this Plan of Reorganization as the “Acquired Corporation”.

Mach One Corp – PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND CERES ORGANIC HARVEST, INC. AND CERTAIN SHAREHOLDERS OF CERES ORGANIC HARVEST, INC. February 2, 2009 (February 26th, 2009)

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 2nd day of February, 2009 by and between MACH ONE CORPORATION, a Nevada corporation (“MACH ONE”), and CERES ORGANIC HARVEST, INC., a Michigan corporation (“CERES”), and those persons listed in Exhibit A hereto, being all of the shareholders of CERES who own individually at least ten percent (10%) of the outstanding stock of CERES and together hold over fifty percent (50%) of the outstanding stock of CERES as of the date this Agreement is executed.

Mach One Corp – PLAN AND AGREEMENT OF REORGANIZATION AMONG MACH ONE CORPORATION AND PACIFIC RIM FOODS, LTD. AND CERTAIN SHAREHOLDERS OF PACIFIC RIM FOODS, LTD. NOVEMBER 21, 2008 (January 16th, 2009)

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 21st day of November, 2008 by and between Mach One Corporation, a Nevada corporation (“Mach One”), and Pacific Rim Foods, Ltd., a Republic of Mauritius corporation (“Pacific Rim”), and those persons listed in Exhibit A hereto, being all of the shareholders of Pacific Rim who own individually at least ten percent (10%) of the outstanding stock of Pacific Rim and together hold over fifty percent (50%) of the outstanding stock of Pacific Rim as of the date this Agreement is executed.

Infinity Capital Group, Inc. – INFINITY CAPITAL GROUP, INC. -------------------------------- Private Equity Investments - M&A 80 Broad Street 5th Floor New York, New York 10004 ========== ====================================================================== Phone (212) 962-4400 Fax (212) 962-4422 SPA & MERGER & INVESTMENT TERM SHEET THIS TERM SHEET DATED JULY 19, 2007 ("TERM SHEET") SUMMARIZES THE BASIC TERMS AND CONDITIONS ON WHICH INFINITY CAPITAL GROUP, INC. ("INFINITY" OR COLLECTIVELY "LENDERS" OR "INVESTORS"), PROPOSES TO MERGE SATELLITE ORGANIZING SOLUTIONS, INC. (PINK SHEETS: SOZG), A PORTFOLIO COMPANY OF INFINITY WI (July 27th, 2007)
Revolutions Medical CORP – [SUTTON ROBINSON FREEMAN LETTERHEAD] INDEPENDENT AUDITOR'S REPORT To the Shareholders of Clear Image, Inc. Danvers, Massachusetts We have audited the accompanying consolidated balance sheet of Clear Image, Inc. (a development stage company) as of December 31, 2006 and the related statements of operations, shareholders' equity, and cash flows for the years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordanc (June 25th, 2007)
I Crystal Inc – PLAN AND AGREEMENT OF REORGANIZATION (February 2nd, 2007)

This Plan and Agreement of Reorganization is entered into as of the 29th day of January, 2007, by and among ICrystal, Inc., a Delaware corporation, sometimes referred to in this Agreement as the “Purchaser,” and those persons executing this Agreement below, all of whom are shareholders of ALL Energy Company. These persons, as a group, are sometimes referred to collectively in this Agreement as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of ALL Energy Company, a Delaware corporation, sometimes referred to in this Agreement as the “Acquired Corporation”.

Ultimate Investment Corp. – AMENDMENT TO PLAN AND AGREEMENT OF REORGANIZATION BY AND BETWEEN TONGA CAPITAL CORPORATION AND MOMENTUM BIOFUELS, INC. Dated July __, 2006 The undersigned parties to the above agreement, for and in consideration of mutual benefits, detriments and promises, hereby agree to amend the Plan and Agreement of Reorganization as follows: 1) Exchange of Shares. The preamble Section C. shall be amended to change 38,000,000 shares to 39,275,000 shares. 2) Articles 1.1 and 1.2 are amended to change 38,000,000 shares to 39,275,000 shares. 3) Article 10.7 shall be amended to delete Liz Evans and substitute (July 26th, 2006)
Genesis Companies Group Inc – EXCHANGE AGREEMENT AND REPRESENTATIONS To the Board of Directors and Shareholders of Genesis Companies Group, Inc. Madhava Rao Mankal and Daniel Medina are offering to exchange shares of stock of Medina International Holdings, Inc. (MIH), a Colorado Corporation held by Madhava Rao Mankal and Daniel F Medina. ("RD"), for shares of stock of Genesis Companies Group, Inc. ("GCG"), a Delaware corporation (the "Company). We hereby offer to exchange 150,000 shares of stock of Medina International Holdings, Inc., a Colorado corporation, for 4,500,000 shares of Genesis Companies Group Inc., a Delaware (April 11th, 2006)
Financial Media Group, Inc. – THIRD AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION AMONG FINANCIAL MEDIA GROUP, INC., AND WALLSTREET DIRECT, INC. AND CERTAIN STOCKHOLDERS OF WALLSTREET DIRECT, INC. THIS THIRD AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION (the "Amendment") is dated as of December 22, 2005, among Financial Media Group, Inc. ("FMG"), Wallstreet Direct, Inc. ("Wallstreet") and Certain Stockholders of Wallstreet Direct Inc. ("Stockholder"). This Amendment amends that certain Plan and Agreement of Reorganization (the "Agreement") between FMG, Wallstreet and Stockholder dated September 19, 2005. RE (January 12th, 2006)
Financial Media Group, Inc. – SECOND AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION AMONG FINANCIAL MEDIA GROUP, INC., AND WALLSTREET DIRECT, INC. AND CERTAIN STOCKHOLDERS OF WALLSTREET DIRECT, INC. THIS SECOND AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION (the "Amendment") is dated as of September 21, 2005, among Financial Media Group, Inc. ("FMG"), Wallstreet Direct, Inc. ("Wallstreet") and Certain Stockholders of Wallstreet Direct Inc. ("Stockholder"). This Amendment amends that certain Plan and Agreement of Reorganization (the "Agreement") between FMG, Wallstreet and Stockholder dated December 19, 2005. (January 12th, 2006)
Halifax International Inc – PLAN AND AGREEMENT OF REORGANIZATION (October 14th, 2005)
Giant Jr. Investments Corp. – FIRST AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION AMONG FINANCIAL MEDIA GROUP, INC., AND WALLSTREET DIRECT, INC. THIS FIRST AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION (the "Amendment") is dated as of September 21, 2005, among Financial Media Group, Inc. ("FMG"), Wallstreet Direct, Inc. ("Wallstreet"). This Amendment amends that certain Plan and Agreement of Reorganization (the "Agreement") between FMG, Wallstreet and Stockholder dated September 19, 2005. RECITALS A. FMG, Wallstreet and Stockholder signed the Agreement on September 19, 2005. B. The Agreement provides for th (September 23rd, 2005)
Emps Research Corp – FOR IMMEDIATE RELEASE February 2, 2005 EMPS RESEARCH CORPORATION FINALIZES ACQUISITION OF CONDESA PACIFIC, S.A. SALT LAKE CITY, UTAH (PR Newswire) EMPS Research Corporation (OTC Bulletin Board: "EMPS") announced today that it has completed the closing of the Plan and Agreement of Reorganization to acquire Condesa Pacific, S.A. With the completion of the closing, the Company issued 35,000,000 shares of Company common stock to acquire 100% of the outstanding capital stock of Condesa from Condesa shareholders. Following the closing, the Condesa shareholders now own approximately 90% of the outsta (February 2nd, 2005)
AirRover Wi-Fi Corp. – PLAN AND AGREEMENT OF REORGANIZATION (June 7th, 2004)

This Plan and Agreement of Reorganization is entered this 13th day of May, 2004, among Air-Q Wi-Fi Corporation, a Delaware corporation, sometimes referred to in this Agreement as the “Purchaser,” and the following persons, all of whom are shareholders of AirRover Networks, Inc. and executing this Agreement: Michael Recker, Gerald Roletter, Frederic Diggs, Barbara Neff (collectively, Messrs. Recker, Roletter and Diggs and Ms. Neff are referred to sometimes herein as the “Founding Shareholders”), Rob Blanchard, Chris Roletter, Steve Judy, Matt White, Saeng Thongphachanh, Charlie Abod and Mike Barretta. These persons, as a group, are sometimes referred to collectively in this Agreement as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of AirRover Networks, Inc., a Maryland corporation, sometimes referred to in this Agreement as the “Acquired Corporation.”

Galaxy Specialties Inc – AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 9th day of June, 2002, among Suncrest Global Energy Corp. (fka, Galaxy Specialties, Inc.), a Nevada corporation ("Suncrest"); Coyote Oil Company, Inc., a Nevada corporation, (hereinafter referred to as "Coyote Oil") and their Shareholders (hereinafter collectively referred to as "Shareholders"). Suncrest wishes to acquire all the issued and outstanding stock of Coyote Oil for and in exchange for stock of Suncrest, in a stock-for- stock transaction intending to qualify as a tax-free exchange purs (June 16th, 2003)
First Deltavision Inc – For Immediate Release FIRST DELTAVISION, INC. SIGNS PLAN AND AGREEMENT OF REORGANIZATION Salt Lake City, Utah (May 21, 2003) - First Deltavision, Inc., a Nevada publicly trading company ("First Deltavision"), today announced the signing of a Plan and Agreement of Reorganization (the "Agreement") with G Media Network, Inc., a Nevada corporation ("G Media"), pursuant to which the shareholders of G Media will be issued 6,000,000 shares of First Deltavision, constituting 81.72% of the post-reorganization outstanding shares of First Deltavision. The completion of the transaction is subject to the s (May 22nd, 2003)
Seven Ventures Inc – SEVEN VENTURES, INC. ANNOUNCES SIGNING OF LETTER OF INTENT. SALT LAKE CITY, UTAH--(BUSINESS WIRE)-November 7, 2002-Seven Ventures, Inc. (OTCBB Symbol: "SVNV"), announced today the signing of a Letter of Intent with Christopher's Original Formulas, Inc., a Nevada corporation ("Christopher's"), regarding a Plan and Agreement of Reorganization (the "Agreement"), pursuant to which Seven Ventures will acquire Christopher's for 8,760,000 post-split shares, following a 175 for 1 reverse split of its outstanding securities. The terms of the Agreement can be found in the Form 8-K Current Report dated N (November 12th, 2002)
Seven Ventures Inc – November 4, 2002 Christopher's Original Formulas, Inc. 1195 Spring Creek Place Springville, UT 84663 Attention: Robert Scott, President Re: Letter of Intent for the exchange of "restricted" shares of Seven Ventures, Inc., a Nevada Corporation ("SVI"), for all of the issued and outstanding shares of Christopher's Original Formulas, Inc., a Nevada Corporation ("Christopher's"). Dear Mr. Scott: This letter will confirm the following general terms upon which the Boards of Directors of SVI and Christopher's will adopt a Plan and Agreement of Reorganization (the "Agreement" or "Plan of Reorganizatio (November 12th, 2002)
Discovery Investments Inc – PLAN AND AGREEMENT OF REORGANIZATION (September 12th, 2002)

THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the "Agreement") is entered into as of this 7th day of June, 2002, by and between CAVIO CORPORATION (hereinafter referred to as "CAVIO"), DISCOVERY INVESTMENTS, INC. (hereinafter referred to as "DCIV") and the principals of DCIV and the undersigned Securityholder of CAVIO (hereinafter referred to as "Securityholder").

Green Dolphin Systems Corp – Plan and Agreement of Reorganization By Exchange By TRAVELER'S INFOCENTER, INC. A Delaware Corporation Of its voting stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (September 6th, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Green Dolphin Systems Corp – Plan and Agreement of Reorganization By Exchange By TRAVELER'S INFOCENTER, INC. A Delaware Corporation Of its voting stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (August 2nd, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Whole Living Inc – AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 8th day of July, 2002, among Whole Living, Inc., a Nevada corporation ("Whole Living"); Vestrio Corporation, a Utah corporation, and Simple Online Solutions, LLC, a Utah limited liability company (hereinafter collectively referred to as "Vestrio") and their Shareholders (hereinafter collectively referred to as "Shareholders"). Whole Living wishes to acquire all the issued and outstanding stock of Vestrio for and in exchange for stock of Whole Living, in a stock-for-stock transaction intending t (July 12th, 2002)
Green Dolphin Systems Corp – Plan and Agreement of Reorganization By Exchange By TRAVELER'S INFOCENTER, INC. A Delaware Corporation Of its voting stock for Stock in and of GREEN DOLPHIN SYSTEMS CORPORATION, a Nevada Corporation (June 12th, 2002)

Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed to Green Dolphin Systems Corporation pursuant hereto (hereinafter "Green Dolphin Public") and Green Dolphin Systems Corp., a Nevada corporation, (hereinafter sometimes called "Green Dolphin Private") and

Northrim Bancorp Inc – PLAN AND AGREEMENT OF REORGANIZATION AND MERGER (January 14th, 2002)

This Plan and Agreement of Reorganization and Merger, dated as of March 7, 2001 (the "Plan"), is made by and among Northrim Bank, an Alaska state chartered bank (the "Bank"), Northrim BanCorp, Inc., an Alaska corporation (the "Holding Company"), and Northrim Interim Bank (In Organization), an interim bank being formed under the banking laws of the State of Alaska (the "Interim Bank").

Givemepower Corp – EXHIBIT "G" LOCK-UP/LEAK-OUT AGREEMENTS LOCK-UP/LEAK-OUT AGREEMENT #1 WHEREAS, pursuant to a Plan and Agreement of Reorganization dated December 20, 2000 between TelNet World Communications, Inc., 886510 Alberta Ltd., and GiveMePower Inc. and as further amended in an agreement dated April 17, 2001, the parties identified in Schedule "A" hereby agreed to a lock-up/leak-out agreement on their shares of common stock of TelNet World Communications, Inc. ("TWCI"). Subsequent to the date of this agreement, the corporate name of TelNet World Communications, Inc. has been changed to GiveMePower Corpor (October 5th, 2001)

Name of Lock-up Party Number of Shares to be Locked Up --------------------- -------------------------------- Seville Consulting, Inc. 120,000 Power Network, Inc. 120,000 BAF Consulting, Inc. 142,844 Ashley Martinez 104,525 YT2K, Ltd. 65,354 James Archuletta 125,000 ARB Consulting, Inc. 139,192 Network Marketing Resources, Inc. 150,000 ------- TOTAL 966,915