Agreement and Plan of Merger Sample Contracts

BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Agreement and Plan of Merger • February 17th, 2010 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
Exhibit 2.1 Agreement and Plan of Merger
Agreement and Plan of Merger • December 30th, 2010 • Mondial Ventures Inc • Metal mining • California
ARTICLE I DEFINITIONS
Agreement and Plan of Merger • September 15th, 2009 • Pharmacity Corp • Retail-drug stores and proprietary stores • Florida
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23, 2008
Agreement and Plan of Merger • March 25th, 2008 • L-1 Identity Solutions, Inc. • Services-computer integrated systems design • Delaware
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2009 BY AND AMONG MIDATLANTIC BANCORP, INC. GAF MERGER CORP.
Agreement and Plan of Merger • June 17th, 2009 • Greater Atlantic Financial Corp • Savings institutions, not federally chartered • Virginia
ARTICLE II ARTICLES OF INCORPORATION OF SURVIVING CORPORATION
Agreement and Plan of Merger • March 10th, 2017 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
BETWEEN
Agreement and Plan of Merger • November 13th, 2007 • Redhook Ale Brewery Inc • Malt beverages • Washington
AND
Agreement and Plan of Merger • November 24th, 2009 • Financial Federal Corp • Miscellaneous business credit institution • Delaware
by and among
Agreement and Plan of Merger • August 16th, 2007 • Thomas & Betts Corp • Electric lighting & wiring equipment • Ohio
AGREEMENT AND PLAN OF MERGER by and among ZI INTERMEDIATE II, INC. HI OPTIMUS MERGER SUB, INC. and ZEROFOX HOLDINGS, INC. Dated as of February 6, 2024
Agreement and Plan of Merger • February 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 6, 2024 by and among ZI Intermediate II, Inc., a Delaware corporation (“Parent”), HI Optimus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ZeroFox Holdings, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein collectively as the “Parties”, and individually as a “Party”. All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.

AND
Agreement and Plan of Merger • October 28th, 2009 • First Litchfield Financial Corp • National commercial banks • Connecticut
AND
Agreement and Plan of Merger • November 14th, 2007 • Oritani Financial Corp. • State commercial banks • New Jersey
AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 6th, 2009 • World Waste Technologies Inc • Refuse systems • Texas
EXECUTED COPY AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 21st, 2014 • Psychic Friends Network Inc. • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER by and among METROPOLIS TECHNOLOGIES, INC., SCHWINGER MERGER SUB INC. and SP PLUS CORPORATION Dated as of October 4, 2023
Agreement and Plan of Merger • October 5th, 2023 • SP Plus Corp • Services-auto rental & leasing (no drivers) • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 4, 2023 (this “Agreement”), is made by and among Metropolis Technologies, Inc., a Delaware corporation (“Parent”), Schwinger Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and SP Plus Corporation, a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.

EXHIBIT 2.1 ----------- AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 4th, 2001 • Triple S Plastics Inc • Plastics products, nec • Delaware
AGREEMENT AND PLAN OF MERGER dated as of October 22, 2023 among CHEVRON CORPORATION, YANKEE MERGER SUB INC. and HESS CORPORATION
Agreement and Plan of Merger • February 26th, 2024 • Hess Corp • Petroleum refining • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 22, 2023 is by and among Chevron Corporation, a Delaware corporation (“Parent”), Yankee Merger Sub Inc., a newly formed Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Subsidiary”), and Hess Corporation, a Delaware corporation (the “Company”).

Merger Agreement - Page iv TABLE OF CONTENTS
Agreement and Plan of Merger • April 16th, 2002 • Wedge Net Experts Inc • Services-business services, nec • California
AGREEMENT AND PLAN OF MERGER by and among HERTZ GLOBAL HOLDINGS, INC. HDTMS, INC. DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AUGUST 26, 2012
Agreement and Plan of Merger • August 27th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 26, 2012, is by and among Hertz Global Holdings, Inc., a Delaware corporation (“Parent”), HDTMS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER dated as of January 16, 2024 among PGT INNOVATIONS, INC., MIWD HOLDING COMPANY LLC and RMR MERGECO, INC.
Agreement and Plan of Merger • January 17th, 2024 • PGT Innovations, Inc. • Metal doors, sash, frames, moldings & trim • Delaware

AGREEMENT AND PLAN OF MERGER (as amended in accordance with the terms and conditions hereof, this “Agreement”), dated as of January 16, 2024, among PGT Innovations, Inc., a Delaware corporation (the “Company”), MIWD Holding Company LLC, a Delaware limited liability company (“Parent”), and RMR MergeCo, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).

BY AND AMONG CON-WAY INC.
Agreement and Plan of Merger • August 7th, 2007 • Con-Way Inc. • Trucking (no local) • Missouri
AGREEMENT AND PLAN OF MERGER among AGILITI, INC., APEX INTERMEDIATE HOLDCO, INC. and APEX MERGER SUB, INC. Dated as of February 26, 2024
Agreement and Plan of Merger • February 26th, 2024 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of February 26, 2024, by and among Agiliti, Inc., a Delaware corporation (the “Company”), Apex Intermediate Holdco, Inc., a Delaware (“Parent”), and Apex Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 2, 2023, among ELI LILLY AND COMPANY, YOSEMITE FALLS ACQUISITION CORPORATION and POINT BIOPHARMA GLOBAL INC.
Agreement and Plan of Merger • October 3rd, 2023 • POINT Biopharma Global Inc. • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Yosemite Falls Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and POINT Biopharma Global Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 29th, 2023 • Twelve Seas Investment Co. II • Blank checks • Delaware

This Agreement and Plan of Merger (as amended, this “Agreement”) is made and entered into as of December 22, 2023 by and among (i) Twelve Seas Investment Company II, a Delaware corporation (the “Purchaser”), (ii) Twelve Seas II Merger Sub 1 Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), (iii) Twelve Seas II Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), (iv) Crystal Lagoons U.S. Corp., a Delaware corporation (together with its successors, “Original Crystal Lagoons”), and (v) CL Newco Inc., a newly-incorporated Delaware corporation (“Company”) (the Purchaser, Merger Sub 1, Merger Sub 2, Original Crystal Lagoons and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).