Plan and Agreement of Reorganization Sample Contracts

AMONG
Plan and Agreement of Reorganization • October 26th, 2012 • Arrow Cars International Inc • Florida
AND
Plan and Agreement of Reorganization • January 30th, 2007 • Revolutions Medical CORP • Surgical & medical instruments & apparatus • Nevada
RECITALS
Plan and Agreement of Reorganization • June 25th, 2004 • Royale Energy Inc • Crude petroleum & natural gas • California
AGREEMENT
Plan and Agreement of Reorganization • February 7th, 2000 • Nhancement Technologies Inc • Services-computer integrated systems design • California
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • June 2nd, 2023 • Bell Rose Capital, Inc.

This Plan and Agreement of Reorganization (the “Plan of Reorganization”) is entered into as of the 1st day of February, 2023, by and among Bell Rose Capital, Inc., a Wyoming corporation, sometimes referred to in this Plan of Reorganization as “Purchaser”, and the person executing this Plan of Reorganization below, the sole shareholder of IAI tech, a California corporation, sometimes referred to in this Plan of Reorganization as the “Acquired Corporation”. This person is sometimes referred to in this Plan of Reorganization as the “Shareholder.” The Shareholder owns 100% of all of the outstanding shares of common stock of IAI tech, a California corporation.

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • November 3rd, 2017 • Clikia Corp. • Services-automotive repair, services & parking
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • June 7th, 2004 • AirRover Wi-Fi Corp. • Services-computer processing & data preparation

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.”

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • February 2nd, 2007 • I Crystal Inc • Services-computer programming, data processing, etc.

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”.

AGREEMENT
Plan and Agreement of Reorganization • February 14th, 2000 • Nhancement Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 2.2 -----------
Plan and Agreement of Reorganization • November 8th, 1996 • Computer Generated Solutions Inc • Services-miscellaneous business services
1 EXHIBIT 2.3 PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • March 31st, 1997 • Silverleaf Resorts Inc • Texas
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • April 26th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida

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”)

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
Plan and Agreement of Reorganization • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • Nevada

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”).

1 EXHIBIT 2.4 ================================================================= =============== PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • March 31st, 1997 • Silverleaf Resorts Inc • Texas
AGREEMENT
Plan and Agreement of Reorganization • December 30th, 1999 • Nhancement Technologies Inc • Services-computer integrated systems design • California
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • October 14th, 2005 • Halifax International Inc • Gold and silver ores • Georgia
Contract
Plan and Agreement of Reorganization • May 5th, 2020 • Maryland

<DOCUMENT> <TYPE>EX-2.1 <SEQUENCE>2 <FILENAME>ex21.txt <TEXT> PLAN AND AGREEMENT OF REORGANIZATION DATED AS OF SEPTEMBER 10, 2010 BY AND AMONG INFINITY CAPITAL GROUP, INC. AND 30DC, INC. AND ITS SHAREHOLDERS <PAGE> 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 entities and their stockholder, the Exchange of Acquiree by ICG, in accordance with the applicable provisions of the Maryland Business Corporation Act; WHEREAS, ICG, Shareholders and Acquiree desire to make certain representations, warranties, covenants and agreements in connection with the Exchange and also to prescribe various

BETWEEN
Plan and Agreement of Reorganization • December 12th, 1997 • Innovacom Inc
PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • March 26th, 2010 • Guide Holdings Inc • Utah

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.”

Contract
Plan and Agreement of Reorganization • May 5th, 2020 • Nevada

EX-2.1 2 pocoexh2_1.htm PORT OF CALL ONLINE 8K, PLAN AND AGREEMENT OF REORGANIZATION Exhibit 2.1 PLAN AND AGREEMENT OF REORGANIZATION AMONG PORT OF CALL ONLINE, INC. AND PUREBASE, INC. AND CERTAIN STOCKHOLDERS OF PUREBASE, INC. DATED DECEMBER 23, 2014 Table of Contents Table of Contents

Contract
Plan and Agreement of Reorganization • January 6th, 2012 • New Western Energy Corp • Crude petroleum & natural gas

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

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
Plan and Agreement of Reorganization • January 16th, 2009 • Mach One Corp • In vitro & in vivo diagnostic substances • Wisconsin

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.

AGREEMENT
Plan and Agreement of Reorganization • September 15th, 1999 • Nhancement Technologies Inc • Services-computer integrated systems design • California
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
Plan and Agreement of Reorganization • February 26th, 2009 • Mach One Corp • In vitro & in vivo diagnostic substances • Wisconsin

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.

RECITALS:
Plan and Agreement of Reorganization • October 8th, 2002 • Bio American Capital Corp • Blank checks • Nevada