{"id":43076,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-hpl-technologies-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-hpl-technologies-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-hpl-technologies-inc-and.html","title":{"rendered":"Agreement and Plan of Merger &#8211; HPL Technologies Inc. and Heuristic Physics Laboratories Inc."},"content":{"rendered":"<pre>                          AGREEMENT AND PLAN OF MERGER\n\n     This AGREEMENT AND PLAN OF MERGER (this \"Agreement\") is made and entered\ninto as of July 2, 2001, by and among HPL Technologies, Inc., a Delaware\ncorporation (\"PARENT\"), Heuristic Merger Sub, a California corporation and\nwholly-owned subsidiary of Parent (\"MERGER SUB\"), and Heuristic Physics\nLaboratories, Inc., a California corporation (\"HPL\"), with respect to the\nfollowing facts:\n\n                                   BACKGROUND\n\n     A. The respective boards of directors of Parent, Merger Sub and HPL have\napproved and declared advisable the merger of Merger Sub with and into HPL (the\n\"MERGER\"), upon the terms and subject to the conditions set forth herein, and\nhave determined that the Merger and the other transactions are fair to, and in\nthe best interests of, their respective security holders.\n\n     B. Pursuant to the Merger, among other things, the outstanding shares of\nHPL Common Stock (\"HPL COMMON STOCK\") will be converted into common stock of\nParent (\"PARENT COMMON STOCK\") at the rate set forth herein.\n\n     C. For United States federal income tax purposes, it is intended that the\nMerger will qualify as a tax-free reorganization under the provisions of Section\n368(a) of the Internal Revenue Code of 1986, as amended (\"CODE\").\n\n     The parties agree as follows:\n\n                                   ARTICLE I\n\n                                   THE MERGER\n\n     1.1 THE MERGER. At the Effective Time (as defined in Section 1.2) and\nsubject to and upon the terms and conditions of this Agreement and the\napplicable provisions of the California General Corporation Law (\"CALIFORNIA\nLAW\"): (i) Merger Sub shall be merged with and into HPL, (ii) the separate\ncorporate existence of Merger Sub shall cease, and (iii) HPL shall be the\nsurviving corporation. HPL as the surviving corporation after the Merger is\nhereinafter sometimes referred to as the \"SURVIVING CORPORATION.\"\n\n     1.2 CLOSING; EFFECTIVE TIME. The closing of the Merger and the other\ntransactions contemplated hereby (the \"CLOSING\") will take place at 10:00 a.m.,\nlocal time, on a date to be specified by the parties (the \"CLOSING DATE\"). The\nClosing shall take place at the offices of Heller Ehrman White &amp; McAuliffe LLP,\n4250 Executive Square, 7th Floor, La Jolla, California 92037-9103, or at such\nother location as the parties hereto shall mutually agree. At the Closing, the\nparties hereto shall cause the Merger to be consummated by filing an Agreement\nof Merger substantially in the form of EXHIBIT A (the \"AGREEMENT OF MERGER\")\nwith the Secretary of State of the State of California, in accordance with the\nrelevant provisions of the California Law (the time of such filing, or such\nlater time as may be agreed in writing by the parties and specified in the\nAgreement of Merger, being the \"EFFECTIVE TIME\").\n\n\n\n\n     1.3 EFFECTS OF THE MERGER. The effects of the Merger shall be as provided\nin this Agreement, the Agreement of Merger and the applicable provisions of the\nCalifornia Law. Without limiting the foregoing, at the Effective Time all the\nproperty, rights, privileges, powers and franchises of HPL and Merger Sub shall\nvest in the Surviving Corporation, and all debts, liabilities and duties of HPL\nand Merger Sub shall become the debts, liabilities and duties of the Surviving\nCorporation.\n\n     1.4 CERTIFICATE OF INCORPORATION; BYLAWS.\n\n         (a) From and after the Effective Time, the Articles of Incorporation of\nHPL, as in effect immediately prior to the Effective Time, shall be the Articles\nof Incorporation of the Surviving Corporation.\n\n         (b) From and after the Effective Time, the Bylaws of HPL, as in effect\nimmediately prior to the Effective Time, shall be the Bylaws of the Surviving\nCorporation.\n\n     1.5 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The directors and\nofficers of Merger Sub immediately prior to the Effective Time shall serve as\nthe initial directors and officers of the Surviving Corporation until their\nrespective successors are elected or appointed and qualified.\n\n                                   ARTICLE II\n\n                              CONVERSION OF SHARES\n\n     2.1 CONVERSION OF STOCK. Pursuant to the Merger, and without any action on\nthe part of the holders of any outstanding shares of capital stock or other\nsecurities of HPL or Merger Sub:\n\n         (a) Subject to Section 2.1(e), as of the Effective Time each share of \nHPL Common Stock, issued and outstanding immediately prior to the Effective Time\n(other than shares of HPL Common Stock to be canceled pursuant to Section\n2.1(c)) shall be automatically converted into the right to receive 1.7 validly\nissued, fully paid and nonassessable shares of Parent Common Stock (the\n\"EXCHANGE RATIO\").\n\n         (b) As of the Effective Time, each holder of a certificate or \ncertificates which immediately prior to the Effective Time represented \noutstanding shares of HPL Common Stock shall cease to have any rights with \nrespect thereto, except the right to receive a certificate representing the \nnumber of whole shares of Parent Common Stock into which such shares have been \nconverted (the \"PARENT STOCK CERTIFICATES\").\n\n         (c) As of the Effective Time, each share of HPL Common Stock held of \nrecord immediately prior to the Effective Time by HPL, Merger Sub, Parent, or \nany \"SUBSIDIARY\" (as defined in Section 2.1(g), of HPL or of Parent shall be\ncanceled and extinguished without any conversion thereof.\n\n         (d) As of the Effective Time, each share of Common Stock, no par \nvalue, of Merger Sub (the \"MERGER SUB COMMON STOCK\") issued and outstanding \nimmediately prior to the \n\n\n                                       2\n\n\n\nEffective Time shall be canceled, extinguished and automatically converted into \n10,487.256 validly issued, fully paid and nonassessable shares of Common \nStock, no par value, of the Surviving Corporation. Each certificate evidencing \nownership of a number of shares of Merger Sub Common Stock shall be deemed to \nevidence the ownership of that number of shares of Common Stock, no par value, \nof the Surviving Corporation into which such shares of Merger Sub Common Stock \nhave been converted.\n\n         (e) No fractional shares of Parent Common Stock shall be issued in the\nMerger. In lieu thereof, the shares of Parent Common Stock otherwise issuable to\neach shareholder of HPL pursuant to Section 2.1(f), shall be rounded up or down\nto the nearest whole share of Parent Common Stock.\n\n         (f) The Exchange Ratio shall be adjusted, or Parent shall make \nappropriate provision, to reflect appropriately the effect of any stock split, \nreverse stock split, stock dividend (including any dividend or distribution of \nsecurities convertible into Parent Common Stock or HPL Common Stock), \nreorganization, recapitalization or other like change with respect to Parent \nCommon Stock or HPL Common Stock occurring or having a record date or an \neffective date on or after the date hereof and prior to the Effective Time.\n\n         (g) For purposes of this Agreement, (i) the term \"SUBSIDIARY,\" when \nused with respect to any Person, means any corporation or other organization, \nwhether incorporated or unincorporated, of which (A) at least a majority of the\nsecurities or other interests having by their terms ordinary voting power to\nelect a majority of the board of directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or controlled by such Person (through ownership of securities,\nby contract or otherwise) or (B) such Person or any Subsidiary of such Person is\na general partner of any general partnership or a manager of any limited\nliability company. For the purposes of this Agreement, the term \"PERSON\" means\nany individual, group, organization, corporation, partnership, joint venture,\nlimited liability company, trust, or entity of any kind.\n\n     2.2 HPL OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES.\n\n         (a) As of the Effective Time, Parent shall issue a substitute stock \noption (\"SUBSTITUTE OPTION\"), in exchange for each stock option of HPL \noutstanding immediately prior to the Effective Time (\"HPL OPTION\"). Each \nSubstitute Option shall contain substantially the same terms and conditions as \nthe HPL Option exchanged therefore, including, without limitation, type of \noption, term of option, exercisability and anti-dilution rights, except that \nthe number of shares and option price of each Substitute Option shall be \nadjusted to reflect the Exchange Ratio.\n\n         (b) As of the Effective Time, Parent shall, issue a substitute\nstock purchase warrant (\"SUBSTITUTE WARRANT\") in exchange for each stock\npurchase warrant of HPL outstanding immediately prior to the Effect Time (\"HPL\nWARRANT\"). Each Substitute Warrant shall contain substantially the same terms\nand conditions as the HPL Warrant exchanged therefor, including, without\nlimitation, term of warrant, exercisability and anti-dilution and registration\nrights, if any, except that the number of shares and warrant price of each\nSubstitute Warrant shall be adjusted to reflect the Exchange Ratio.\n\n                                       3\n\n\n         (c) If, at any time after the Effective Time, Applied Materials, Inc. \nor any successor-in-interest (\"AMAT\"), acting as holder of that certain Secured \nConvertible Debenture issued by HPL and dated as of February 15, 2000 (the \n\"CONVERTIBLE DEBENTURE\"), elects to convert part or all of the Convertible \nDebenture into HPL Common Stock pursuant to Section 8 thereof, Parent shall \nissue to AMAT that number of whole shares of Parent Common Stock, in lieu of \nshares of HPL Common Stock issuable upon conversion, equal to the number of \nshares of HPL Common Stock issuable under the Convertible Debenture multiplied \nby the Exchange Ratio and rounded to the nearest whole number.\n\n     2.3 EXCHANGE OF HPL STOCK CERTIFICATES.\n\n         (a) Promptly after the Effective Time, Parent shall mail or shall \ncause to be mailed to each Holder instructions for surrender of the HPL \nCertificates. Upon surrender to the Parent of an HPL Certificate, the Holder \nshall be entitled to receive in exchange therefor: (i) Parent Stock \nCertificates evidencing that number of whole shares of Parent Common Stock \nissuable to such Holder in accordance with this Article II; and (ii) any \ndividends or other distributions that such Holder has the right to receive \npursuant to Section 2.3(b). Such Parent Certificates, dividends and other \ndistributions are referred to collectively as the \"EXCHANGE FUND.\" No Parent \nCertificates will be issued to a Person who is not the registered owner of a \nsurrendered HPL Certificate, unless (i) the HPL Certificate so surrendered has \nbeen properly endorsed or otherwise is in proper form for transfer and \n(ii) such Person shall either (A) pay any transfer or other tax required by \nreason of such issuance, or (B) establish to the satisfaction of the Surviving \nCorporation that such tax has been paid or is not applicable. Until surrendered \nin accordance with the provisions of this Section 2.3, from and after the \nEffective Time, each HPL Certificate shall be deemed to represent, for all \npurposes other than payment of dividends, the right to receive a certificate \nrepresenting the number of whole shares of Parent Common Stock as determined in \naccordance with this Article II. For purposes of this Agreement, \"HPL \nCERTIFICATE\" means a certificate which immediately prior to the Effective Time \nrepresented shares of HPL Common Stock and \"HOLDER\" means a person who holds \none or more HPL Certificates as of the Effective Time. \n\n         (b) No dividend or other distribution declared with respect to Parent\nCommon Stock with a record date after the Effective Time will be paid to Holders\nof unsurrendered HPL Certificates until such Holders surrender their HPL\nCertificates. Upon the surrender of such HPL Certificates, there shall be paid\nto such Holders, promptly after such surrender, the amount of dividends or other\ndistributions, excluding interest, declared with a record date after the\nEffective Time and not paid because of the failure to surrender HPL Certificates\nfor exchange.\n\n         (c) Any portion of the Exchange Fund that remains undistributed to the\nformer shareholders of HPL for twelve months after the Effective Time shall be\ndelivered to Parent, upon demand of Parent, and any such former shareholders who\nhave not theretofore complied with this Section 2.3 shall thereafter look only\nto Parent for payment of their claims for Parent Common Stock and any dividends\nor distributions with respect to Parent Common Stock.\n\n         (d) Notwithstanding anything to the contrary in this Agreement, none of\nParent, the Surviving Corporation nor any party hereto shall be liable to any\nholder of shares of HPL \n\n                                       4\n\n\nCommon Stock for shares of Parent Common Stock or cash in lieu of fractional \nshares delivered to a public official pursuant to any applicable abandoned \nproperty, escheat or similar law.\n\n     2.4 OUTSTANDING PARENT COMMON STOCK. At the Effective time, all shares of\nParent Common Stock issued and outstanding, other than the shares to be issued\nto holders of HPL Common Stock pursuant to Section 2.1, shall be redeemed by\nParent at their initial issuance price and cancelled.\n\n     2.5 LOST, STOLEN OR DESTROYED CERTIFICATES. In the event that any HPL\nCertificates shall have been lost, stolen or destroyed, Parent shall issue and\npay in respect of such lost, stolen or destroyed HPL Certificates, upon the\nmaking of an affidavit of that fact by the holder thereof, Parent Stock\nCertificates evidencing the shares of Parent Common Stock as may be required\npursuant to Section 2.1 and any dividends or distributions payable pursuant to\nSection 2.3(b); provided, however, that Parent may, in its discretion and as a\ncondition precedent to the issuance thereof, require the owner of such lost,\nstolen or destroyed HPL Certificate to deliver a bond in such sum as it may\nreasonably direct as indemnity against any claim that may be made against Parent\nwith respect to the HPL Certificates alleged to have been lost, stolen or\ndestroyed.\n\n     2.6 TAX CONSEQUENCES. For United States federal income tax purposes, it is\nintended by the parties hereto that the Merger qualify as a tax-free\nreorganization within the meaning of Section 368(a) of the Code.\n\n                                  ARTICLE III\n\n                                     GENERAL\n\n     3.1 CONSENTS. Each of Parent, Merger Sub and HPL shall use their best\nefforts to obtain the consent and approval of each person or entity whose\nconsent or approval shall be required in order to permit consummation of the\nMerger.\n\n     3.2 AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement\nmay be amended, modified or supplemented only by written agreement of Parent,\nMerger Sub and HPL at any time prior to the Effective Time; provided, however,\nthat after approval of this Agreement by the shareholders of HPL, no such\namendment or modification shall change the amount or form of the consideration\nto be received by HPL's shareholders in the Merger.\n\n     3.3 WAIVER OF COMPLIANCE; CONSENTS. Any failure of Parent or Merger Sub, on\nthe one hand, or HPL, on the other hand, to comply with any obligation,\ncovenant, agreement, or condition herein may be waived by HPL or Parent or\nMerger Sub, respectively, only by a written instrument signed by the party\ngranting such waiver, but such waiver or failure to insist upon strict\ncompliance with such obligation, covenant, agreement, or condition shall not\noperate as a waiver of, or estoppel with respect to, any subsequent or other\nfailure. Whenever this Agreement requires or permits consent by or on behalf of\nany party hereto, such consent shall be given in writing in a manner consistent\nwith the requirements for a waiver of compliance as set forth herein.\n\n\n                                       5\n\n\n     3.4 SURVIVAL; INVESTIGATIONS. The respective representations and warranties\nof Parent, Merger Sub and HPL contained herein or in any certificates or other\ndocuments delivered prior to or at the Closing shall not be deemed waived or\notherwise affected by any investigation made by any party hereto and shall not\nsurvive the Effective Time.\n\n     3.5 NOTICES. All notices and other communications hereunder shall be in\nwriting and shall be delivered personally by overnight courier or similar means\nor sent by facsimile with written confirmation of receipt. Any such notice shall\nbe effective upon receipt, if personally delivered, or on the next business day\nfollowing transmittal, if sent by confirmed facsimile.\n\n     3.6 ASSIGNMENT; THIRD PARTY BENEFICIARIES. Neither this Agreement nor any\nright, interest or obligation hereunder shall be assigned by any of the parties\nhereto without the prior written consent of the other parties. This Agreement\nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective successors and permitted assigns. This Agreement is not intended to\nconfer any rights or remedies upon any Person other than the parties hereto.\n\n     3.7 GOVERNING LAW. This Agreement shall be governed by the laws of the\nState of California without reference to principles of conflicts of laws.\n\n     3.8 COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     3.9 SEVERABILITY. In case any one or more of the provisions contained in\nthis Agreement should be finally determined to be invalid, illegal, or\nunenforceable in any respect against a party hereto, it shall be adjusted if\npossible to effect the intent of the parties. In any event, the validity,\nlegality and enforceability of the remaining provisions contained herein shall\nnot in any way be affected or impaired thereby, and such invalidity, illegality,\nor unenforceability shall only apply as to such party in the specific\njurisdiction where such final determination shall have been made.\n\n     3.10 INTERPRETATION. The Article and Section headings contained in this\nAgreement are solely for the purpose of reference and shall not in any way\naffect the meaning or interpretation of this Agreement.\n\n     3.11 ENTIRE AGREEMENT. This Agreement, including the exhibits hereto and\nthe documents and instruments referred to herein, embody the entire agreement\nand understanding of the parties hereto in respect of the subject matter hereof.\nThere are no representations, promises, warranties, covenants, or undertakings\nby or among the parties hereto, other than those expressly set forth or referred\nto herein and therein.\n\n                                       6\n\n\n     IN WITNESS WHEREOF, Parent, Merger Sub and HPL have caused this Agreement\nto be signed by their respective duly authorized officers as of the date first\nwritten above.\n\n                                    HPL TECHNOLOGIES, INC.\n                                    a Delaware corporation\n\n                                    By: \/s\/ Y. David Lepejian\n                                       -------------------------------------\n                                            Y. David Lepejian\n                                            President and Chief \n                                            Executive Officer\n\n\n                                    HEURISTIC PHYSICS LABORATORIES, INC.,\n                                    a California corporation\n\n                                    By: \/s\/ Y. David Lepejian\n                                       -------------------------------------\n                                            Y. David Lepejian\n                                            President\n\n\n                                    HEURISTIC MERGER SUB,\n                                    a California corporation\n\n                                    By: \/s\/ Y. David Lepejian\n                                       -------------------------------------\n                                            Y. David Lepejian\n                                            President\n\n\n                                       7\n\n\n                                                                EXHIBIT A\n\n                               AGREEMENT OF MERGER\n\n\n     THIS AGREEMENT OF MERGER (this \"Agreement of Merger\") is made as of July\n__, 2001, by and between Heuristic Merger Sub, a California corporation (\"Merger\nSub\"), and Heuristic Physics Laboratories, Inc. a California corporation (the\n\"Company\" or the \"Surviving Corporation\").\n\n                                    RECITALS\n\n     A. Merger Sub, the Company, and HPL Technologies, Inc., a Delaware\ncorporation and the parent corporation of Merger Sub (\"Parent\"), have entered\ninto an Agreement and Plan of Merger, dated as of July 2, 2001, setting forth\ncertain representations, warranties and agreements relating to the merger (the\n\"Merger\") of Merger Sub with and into the Company, which will be the surviving\ncorporation.\n\n     B. The Boards of Directors of Merger Sub and the Company deem the Merger\ndesirable and in the best interests of their respective corporations and\nshareholders and have approved the Merger.\n\n     C. The Boards of Directors of Merger Sub and the Company have submitted the\nprincipal terms of the Merger to their respective shareholders and received the\nrequisite shareholder approval.\n\n     ACCORDINGLY, in consideration of the foregoing, and intending to be legally\nbound hereby, each of the parties hereby agrees as follows:\n\n     (a) THE MERGER. Upon the filing of this Agreement of Merger, together with\nrequired officers' certificates, with the Secretary of State of the State of\nCalifornia in accordance with the California General Corporation Law (the\n\"Effective Time\"), (i) Merger Sub will be merged with and into the Company, (ii)\nthe separate corporate existence of Merger Sub will cease and (iii) the Company\nwill be the surviving corporation.\n\n     (b) EFFECT ON STOCK. At the Effective Time, by virtue of the Merger and\nwithout any action on the part of the Company, Merger Sub, or the holders of any\nsecurities of the Company or Merger Sub, the following will occur:\n\n         (i) CONVERSION OF COMPANY STOCK. Each share of the Company's common \nstock (\"Company Common Stock\") issued and outstanding immediately prior to \nthe Effective Time (other than any shares to be cancelled pursuant to Section \nb(iii) below) will, subject to Section b(ii) below, be automatically \nconverted into the right to receive 1.7 validly issued, fully paid and \nnon-assumable shares (\"Exchange Ratio\") of Parent common stock, par value \n$0.001 per share (the \"Parent Common Stock\").\n\n         (ii) FRACTIONAL SHARES. No fractional shares of Parent Common Stock \nshall be issued in the Merger. In lieu thereof, the shares of Parent Common \nStock otherwise \n\n\n\nissuable to each shareholder of HPL pursuant to Section b(i) shall be rounded \nup or down to the nearest whole share of Parent Common Stock.\n\n         (iii) CANCELLATION. Each share of Company Common Stock held by the \nCompany or owned by Parent, or any subsidiary of the Company or Parent, \nimmediately prior to the Effective Time will be automatically cancelled and \nretired and will cease to exist, without payment of any consideration therefor.\n\n         (iv) CONVERSION OF MERGER SUB STOCK. Each share of common stock of \nMerger Sub issued and outstanding immediately prior to the Effective Time will \nbe converted into and exchanged for 10,487.256 validly issued, fully paid and\nnonassessable shares of common stock of the Surviving Corporation.\n\n         (v) COMPANY STOCK OPTIONS. As of the Effective Time, Parent shall \nissue a substitute stock option (\"Substitute Option\"), in exchange for each \n stock optionof HPL outstanding immediately prior to the Effective Time (\"HPL \nOption\"). Each Substitute Option shall contain substantially the same terms and \nconditions as the HPL Option exchanged therefore, including, without \nlimitation, type of option, term of option, exercisability and anti-dilution \nrights, except that the number of shares and option price of each Substitute \nOption shall be adjusted to reflect the Exchange Ratio.\n\n         (vi) COMPANY WARRANTS. As of the Effective Time, Parent shall, issue a\nsubstitute stock purchase warrant (\"Substitute Warrant\") in exchange for each\nstock purchase warrant of HPL outstanding immediately prior to the Effect Time\n(\"HPL Warrant\"). Each Substitute Warrant shall contain substantially the same\nterms and conditions as the HPL Warrant exchanged therefor, including, without\nlimitation, term of warrant, exercisability and anti-dilution and registration\nrights, if any, except that the number of shares and warrant price of each\nSubstitute Warrant shall be adjusted to reflect the Exchange Ratio.\n\n         (vii) SECURED CONVERTIBLE DEBENTURE. If, at any time after the \nEffective Time, Applied Materials, Inc. or any successor-in-interest (\"AMAT\"), \nacting as holder of that certain Secured Convertible Debenture issued by the \nCompany and dated as of February 15, 2000 (the \"Convertible Debenture\"), elects \nto convert part or all of the Convertible Debenture into Company Common Stock \npursuant to Section 8 thereof, Parent shall issue to AMAT that number of shares \nof Parent Common Stock, in lieu of shares of Company Common Stock issuable upon\nconversion, equal to the number of shares of Company Common Stock issuable under\nthe Convertible Debenture multiplied by the Exchange Ratio and rounded to the\nnearest whole share.\n\n     (c) ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION. At the\nEffective Time the Articles of Incorporation of the Company will be the Articles\nof Incorporation of the Surviving Corporation.\n\n     (d) COUNTERPARTS. This Agreement of Merger may be executed in one or more\ncounterparts, each of which will be deemed an original, but all of which\ntogether will constitute one and the same instrument.\n\n\n\n\n     (e) HEADINGS. The section and subsection headings contained in this\nAgreement of Merger are for reference purposes only and will not affect in any\nway the meaning or interpretation of this Agreement of Merger.\n\n\n     IN WITNESS WHEREOF, Merger Sub and the Company have executed this Agreement\nof Merger as of the date first written above.\n\n\n                               Heuristic Merger Sub,\n                               a California corporation\n\n\n                               By: ______________________________\n                                   Y. David Lepejian\n                                   President\n\n\n                               By:  ______________________________\n                                    Rita Rubinstein\n                                    Secretary\n\n\n                               HEURISTIC PHYSICS LABORATORIES, INC.,\n                               a California corporation\n\n\n                               By: ______________________________\n                                   Y. David Lepejian\n                                   President\n\n\n                               By: ______________________________\n                                   Rita Rubinstein\n                                   Secretary\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7802],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43076","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hpl-technologies-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43076","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43076"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43076"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43076"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43076"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}