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
AND
Agreement and Plan of Merger • October 28th, 2009 • First Litchfield Financial Corp • National commercial banks • Connecticut
AGREEMENT AND PLAN OF MERGER by and among JFL-TIGER ACQUISITION CO., INC., JFL- TIGER MERGER SUB, INC. and HERITAGE-CRYSTAL CLEAN, INC. Dated as of July 19, 2023
Agreement and Plan of Merger • July 20th, 2023 • Heritage-Crystal Clean, Inc. • Sanitary services • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 19, 2023, is entered into by and among JFL-Tiger Acquisition Co., Inc., a Delaware corporation (“Parent”), JFL-Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Heritage-Crystal Clean, Inc., a Delaware corporation (the “Company”).

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 JOHNSON & JOHNSON, ATHOS MERGER SUB, INC. and ABIOMED, INC. Dated as of October 31, 2022
Agreement and Plan of Merger • November 1st, 2022 • Johnson & Johnson • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 31, 2022 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Athos Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and ABIOMED, Inc., a Delaware corporation (the “Company”).

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 AUGUST 6, 2023 among VERITIV CORPORATION, VERDE PURCHASER, LLC and VERDE MERGER SUB, INC.
Agreement and Plan of Merger • August 7th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware

WHEREAS, the respective Boards of Directors (or equivalent thereof) of Parent and Merger Subsidiary have approved and declared advisable this Agreement and the Transactions, including the Merger;

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”).

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 entered into by and among Franchise Group, Inc., FREEDOM VCM, INC. and FREEDOM VCM SUBCO, INC. Dated as of May 10, 2023
Agreement and Plan of Merger • May 11th, 2023 • Franchise Group, Inc. • Patent owners & lessors • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2023, is entered into by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporation (“Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and an indirectly Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 10th, 2023 • Tapestry, Inc. • Leather & leather products • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 10, 2023, is by and among Tapestry, Inc., a Maryland corporation (“Parent”), Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares with BVI company number 2129509 incorporated under the laws of the territory of the British Virgin Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and Capri Holdings Limited, a British Virgin Islands business company limited by shares with BVI company number 524407 incorporated under the laws of the territory of the British Virgin Islands (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”

AGREEMENT AND PLAN OF MERGER by and among:
Agreement and Plan of Merger • April 30th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware