0001641172-25-022641 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 8th, 2025 • Phoenix Plus Corp. • Construction - special trade contractors • New York

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of August 5, 2025, by and among Phoenix Plus Corp.. a Nevada corporation (“Parent”), Rhino Merger Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), Rhino Digital Inc., a Nevada corporation (the “Company”), and solely with respect to Section 9.1(d), the Selling Shareholders set forth on Schedule 9.1(d) hereof. Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.