Agreement of Merger and Plan of Reorganization Sample Contracts

WITNESSETH:
Agreement of Merger and Plan of Reorganization • March 24th, 2005 • Horizon Bancorp /In/ • State commercial banks
AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • March 31st, 1997 • Pittencrieff Communications Inc • Radiotelephone communications • Delaware
AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • February 8th, 2023 • Cannabis Sativa, Inc. • Services-personal services • Nevada

WHEREAS CBDS and MJHI have entered into a certain Agreement of Merger and Plan of Reorganization dated as of August 8, 2022 (the “Original Agreement”);

FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “First Amendment”), made as of August 5, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Parent”).

FIRST AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG INFERX CORPORATION IRUS ACQUISITION CORP. AND THE IRUS GROUP, INC. Dated as of June 15, 2009
Agreement of Merger and Plan of Reorganization • June 16th, 2009 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia

THIS FIRST AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 15, 2009 by and among InferX Corporation, a Delaware corporation (“Parent”), Irus Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Irus Acquisition Corp.”), and The Irus Group, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION By and Among AUTO SEARCH CARS, INC. (a Nevada corporation), AUTO SEARCH CARS ACQUISITION CORP. (a Delaware corporation), and CURAXIS PHARMACEUTICAL CORPORATION (a Delaware...
Agreement of Merger and Plan of Reorganization • July 30th, 2010 • CURAXIS PHARMACEUTICAL Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on February 8, 2010, by and among AUTO SEARCH CARS, INC., a Nevada corporation (the “Parent”), AUTO SEARCH CARS ACQUISITION CORP., a Delaware corporation (the “Acquisition Corp.”), which is a wholly-owned subsidiary of the Parent, and CURAXIS PHARMACEUTICAL CORPORATION, a Delaware corporation (the “Company”).

SEVENTH AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 29th, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • Delaware

This Seventh Amendment to Agreement of Merger and Plan of Reorganization (this “Amendment”) is made and entered into as of August 29, 2025, by and among Kadimastem Ltd., an Israeli publicly traded company limited by shares (the “Company”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (“Parent”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (“Merger Sub”, and together with the Company and Parent, the “Parties”). Capitalized terms used herein without definition shall have the same definition ascribed thereto in the Agreement (as defined below).

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • March 17th, 2004 • Island Pacific Inc • Services-prepackaged software • California
SECOND AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • June 12th, 2017 • Environmental Packaging Technologies Holdings, Inc. • Services-automotive repair, services & parking • New York

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”).

SIXTH AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • July 18th, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • Delaware

This Sixth Amendment to Agreement of Merger and Plan of Reorganization (this “Amendment”) is made and entered into as of July 18, 2025, by and among Kadimastem Ltd., an Israeli publicly traded company limited by shares (the “Company”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (“Parent”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (“Merger Sub”, and together with the Company and Parent, the “Parties”). Capitalized terms used herein without definition shall have the same definition ascribed thereto in the Agreement (as defined below).

FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • September 10th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “First Amendment”), made as of August 5, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Parent”).

SECOND AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • March 13th, 2009 • Across America Financial Services, Inc. • Loan brokers

THIS AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on March 11, 2009, by and among ACROSS AMERICA FINANCIAL SERVICES, INC., a Colorado corporation (“Parent”), ACROSS AMERICA ACQUISITION CORP., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and APRO BIO PHARMACEUTICAL CORPORATION, a Colorado corporation (the “Company”).

AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida

THIS AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made as of April 3, 2002, by and among THE ANALYTICA GROUP, LTD., a New Jersey corporation (“Analytica”), ACCENTIA, INC., a Florida corporation (“Accentia”), and THE ANALYTICA GROUP, INC., a Florida corporation and a wholly-owned subsidiary of Accentia (“Sub”), for the purpose of amending and restating that certain Agreement of Merger and Plan of Reorganization made as of October 12, 2001, as amended by that certain Amendment to Agreement of Merger and Plan of Reorganization made as of November 30, 2001 (collectively, the “Original Agreement”).

AMENDMENT NO. 3 TO THE AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • May 5th, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations

This Amendment is made as of May 5, 2025 (this “Amendment”) to the Agreement of Merger and Plan of Reorganization, dated November 4, 2024 (as previously amended on January 30, 2025 and on February 17, 2025, the “Agreement”), between Kadimastem Ltd., an Israeli publicly traded company limited by shares (“Kadimastem”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “NLS”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (and together with Kadimastem and NLS, the “Parties”).

THIRD AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • April 6th, 2009 • Across America Financial Services, Inc. • Loan brokers

THIS AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on March 30, 2009, by and among ACROSS AMERICA FINANCIAL SERVICES, INC., a Colorado corporation ("Parent"), ACROSS AMERICA ACQUISITION CORP., a Colorado corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and APRO BIO PHARMACEUTICAL CORPORATION, a Colorado 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
Agreement of Merger and Plan of Reorganization • May 15th, 2015 • SSTL, Inc. • Services-racing, including track operation • Nevada

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”).

AMENDMENT TO THE AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • January 31st, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations

This Amendment, dated January 30, 2025 (this “Amendment”) to the Agreement of Merger and Plan of Reorganization dated November 4, 2024 (the “Agreement”) between Kadimastem Ltd., an Israeli publicly traded company limited by shares (“Kadimastem”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland and includes any successor company thereto (the “NLS”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (and together with Kadimastem and NLS, the “Parties”).

FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • March 25th, 2014 • Eon Communications Corp • Telephone communications (no radiotelephone) • New York

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.

FIFTH AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • July 1st, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • Delaware

This Fifth Amendment to Agreement of Merger and Plan of Reorganization (this “Amendment”) is made and entered into as of July 1, 2025, by and among Kadimastem Ltd., an Israeli publicly traded company limited by shares (the “Company”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (“Parent”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (“Merger Sub”, and together with the Company and Parent, the “Parties”). Capitalized terms used herein without definition shall have the same definition ascribed thereto in the Agreement (as defined below).

FOURTH AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • June 6th, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations • Delaware

This Fourth Amendment to Agreement of Merger and Plan of Reorganization (this “Amendment”) is made and entered into as of June 5, 2025, by and among Kadimastem Ltd., an Israeli publicly traded company limited by shares (the “Company”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (“Parent”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (“Merger Sub”, and together with the Company and Parent, the “Parties”). Capitalized terms used herein without definition shall have the same definition ascribed thereto in the Agreement (as defined below).

AMENDMENT NO. 2 TO THE AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • May 16th, 2025 • NLS Pharmaceutics Ltd. • Pharmaceutical preparations

This Amendment is made as of February 17, 2025 (this “Amendment”) to the Agreement of Merger and Plan of Reorganization, dated November 4, 2024 (as previously amended on January 30, 2025, the “Agreement”), between Kadimastem Ltd., an Israeli publicly traded company limited by shares (“Kadimastem”), NLS Pharmaceutics Ltd., a corporation incorporated under the laws of Switzerland (the “NLS”), and NLS Pharmaceuticals (Israel) Ltd., an Israeli company (and together with Kadimastem and NLS, the “Parties”).

AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • April 18th, 2017 • International Metals Streaming Corp. • Services-automotive repair, services & parking • New York

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”).

SECOND AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • April 24th, 2014 • Eon Communications Corp • Telephone communications (no radiotelephone) • Delaware

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.