AGREEMENT AND PLAN OF MERGER by and among SIMULATIONS PLUS, INC., COGNIGEN ACQUISITION, INC., COGNIGEN CORPORATION, THE SHAREHOLDERS’ REPRESENTATIVE and THE COMPANY SHAREHOLDERS OF COGNIGEN CORPORATIONAgreement and Plan of Merger • November 18th, 2014 • Simulations Plus Inc • Services-computer integrated systems design • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2014, is entered into by and among COGNIGEN CORPORATION, a New York corporation (the “Company”), SIMULATIONS PLUS, INC., a California corporation (“Parent”), COGNIGEN ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), the shareholders of the Company listed on the signature pages hereto (the “Shareholders”), and Thaddeus H. Grasela, Jr. (“Shareholders’ Representative”).
