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Agreement and Plan of Merger

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ACCEPTANCE INVESTOR RELATIONS AGREEMENT

THOR EQUITY GROUP, INC., (hereafter referred to as "Thor") hereby agrees, pursuant to the terms of this agreement (the "Agreement"), to provide investor relation services to Pantheon Technologies, Inc., a Florida Corporation (referred to herein as the "Company"), in order to assist the Company in obtaining new investors in the Company's stock and in responding to inquiries from shareholders and the investment community.

SERVICES

Thor will provide various services to the Company during the term of this Agreement in order to promote the Company and its business objectives to the investment community. The services to be provided by Thor during the term of this Agreement shall include but not be limited to the following:

Review and analyze the Company's financial data and business plan and make recommendations to strengthen the Company's position in the financial market;

Introduce market makers and broker-dealers to the Company;

Introduce investors, potential shareholders, and other sources of capital to the Company;

Advise the Company on matters relating to shareholders relations;

Assist the Company in communicating on a regular basis with its shareholders;

Assist the Company with the distribution of all press releases to the Business Wire, Dow Jones News Service, Bloomberg News Service, Reuters News Service. Fax broadcast press releases to company shareholders.

FEES

Set forth below are the fees payable to undertake this engagement;

Expenses

Thor shall be responsible for all of its costs and expenses incurred in the performance of its obligations and responsibilities outlined above. If Company should terminate this Agreement without giving Thor 30 day advance notice, or if Thor should terminate this Agreement due to Company's failure to comply with the terms of this Agreement, Company shall be responsible for any cost incurred after notice of said termination.

Additional Expenses

Any additional costs such as printed matter, brochures for the Company; advertising in financial newspapers, financial newsletters, magazines, internet advertising, mass mailers, postage, travel and trade show expenses, 900 toll free phone call services, or any additional expenses over and above Thor's consulting fees shall be at the sole expense of the Company. Thor shall consult with the Company before any decisions are made with the above referenced additional costs.

Consulting Fees

Consulting fees are as follows:

100,000 free trading shares of Pantheon Technologies, Inc., Symbol: PTTK

Thor will provide various services to the Company during the term of this Agreement in order to promote the Company and its business objectives to the investment community. The Company acknowledges that Thor may use all or part of these free trading shares to conduct promotional services.

TERMINATION

This Agreement shall be month-to-month from the date of execution. The indemnity and disclosure provisions contained herein will remain operative and in full force and effect after termination of this Agreement. Thor may terminate this Agreement upon 30 days written notice in the event that the Company does not fully cooperate with Thor or Thor determines that the Company's actions are not in substantial compliance with all rules and regulations, whether local, state or federal, provided that Company will have 20 days from the receipt of said notice to cure any default.

INDEMNIFICATION

Each party to this Agreement hereby agrees to indemnify and hold harmless the other party and its affiliates, successors, directors, officers, employees and agents from all claims, demands, judgment, expenses or fees arising out of said party's good faith and non-negligent performance of the duties and obligations set forth herein.

DISCLOSURE

All non-public written or oral information given to Thor by the Company will be treated by Thor as confidential information and Thor agrees not to make use of such information other than for the performance of this Agreement, and shall not disclose or release such information other than to: (I) third parties while performing its services pursuant to this Agreement, and (II) the appropriate executive officers of the Company or as directed or permitted by such executive officers, in writing.

ENTIRE AGREEMENT, ETC.

This Agreement sets forth the entire understanding of the parties relating to the subject matter hereto and supersedes and cancels any prior communications, understandings, and agreements between the parties relating to such subject matter. This Agreement cannot be modified or changed, nor can any of its provision be waived, except by written agreement signed by all parties.

GOVERNING LAWS AND JURISDICTION

This Agreement shall be governed by the laws of the State of Arizona without regard to the principles of conflict of laws. And or any other state that the company may incorporate in.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which, when taken together, shall constitute one original document. The execution of this Agreement may be evidenced by the transmission of telecopied or facsimile signatures, which will have full binding effect.

ARBITRATION

Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Arizona in accordance with the rules and regulations of the American Arbitration Association. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall remain final.

/s/ George E. Mahfouz, Jr.

President, Thor Equity Group, Inc.

Date:

/s/ Timothy Bullinger

President, Pantheon Technologies, Inc.

Date:

This Subscription is accepted by CancerOption.com, Inc., as of the day of , .

CancerOption.com, Inc.

By:

Director

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What an Agreement and Plan of Merger Is

An Agreement and Plan of Merger is a binding corporate contract that sets the terms under which two or more business entities combine into a single surviving entity. It identifies the parties, describes the merger mechanics, specifies consideration and treatment of shares, lists conditions precedent and closing deliverables, and establishes post-closing obligations such as indemnities and employee transitions. The document also allocates risk in representations and warranties, sets governing law and dispute resolution procedures, and usually attaches exhibits and schedules that detail assets, liabilities, and approvals required to effect the merger.

Why a Formal Merger Agreement Matters

A written Agreement and Plan of Merger creates legal certainty about parties’ obligations, helps secure necessary corporate and regulatory approvals, preserves tax and accounting positions, and reduces post-closing disputes by documenting representations, conditions, and remedies.

Why a Formal Merger Agreement Matters

Who Typically Prepares and Relies on This Document

Corporate counsel, in-house legal teams, deal attorneys, CFOs, corporate secretaries, and boards of directors commonly prepare or review merger agreements.

  • Private companies and sponsors completing stock- or asset-based mergers needing clear allocation of consideration and liabilities.
  • Public companies and their legal/compliance teams coordinating shareholder approvals, SEC filings, and disclosure obligations.
  • Buyers, sellers, and financial advisors requiring documented conditions precedent, closing mechanics, and indemnity frameworks.

Signatory Roles and Authority

CEO

The chief executive officer frequently signs on behalf of a corporation when the board has authorized the transaction; confirm corporate bylaws and board resolutions before execution.

Corporate Secretary

The corporate secretary certifies corporate approvals and maintains merger records; signature or attestation by the secretary often accompanies closing certificates and filings.

Core Clauses to Expect in the Agreement and Plan of Merger

A professional merger agreement organizes the deal into discrete legal, financial, and operational clauses so parties can assess risk, satisfy conditions, and manage post-closing obligations.

Parties and Recitals

Identifies each merging entity, the surviving company, and provides background facts and the business rationale that frame interpretation and allocation of intent.

Merger Mechanics

Describes the legal steps of the merger, conversion ratios, share exchange formulas, treatment of outstanding equity awards, and the exact effect on corporate existence.

Consideration

Specifies cash, stock, debt assumption, or mixed consideration; includes calculation mechanics, valuation adjustments, escrows, and conditions for payment.

Conditions Precedent

Lists required board and shareholder approvals, regulatory clearances, third-party consents, and other closing conditions whose failure excuses performance or allows termination.

Representations and Warranties

Allocates deal risk by having each party confirm factual statements about organization, authority, financials, contractual obligations, tax status, and compliance with law.

Indemnification and Survival

Sets the scope, limitations, notice procedures, survival periods, caps, and baskets for indemnity claims and post-closing remedies.

Operational and Legal Attachments that Support the Agreement

Schedules, exhibits, and ancillary clauses make the agreement operationally complete and ensure enforceability across corporate, tax, and regulatory contexts.

Schedules & Exhibits

Include lists of contracts, liabilities, intellectual property, employee rosters, and real property; these items allocate known exceptions to representations.

Closing Deliverables

Detail required certificates, officer and incumbency letters, third-party consents, and escrow instructions needed at closing to effect the merger.

Governing Law

Selects the state law governing interpretation and dispute resolution; choice affects statutory rules and available remedies.

Tax and Accounting Clauses

Address tax elections, indemnities for tax liabilities, allocation of tax attributes, and responsibility for pre- and post-closing tax filings.

Step-by-Step: Typical Execution Sequence

Follow a clear sequence to gather approvals, finalize terms, and complete required filings before and at closing.

  • 01
    Draft Agreement: Prepare terms, exhibits, and schedules for review by counsel and finance teams.
  • 02
    Board Approval: Secure board resolutions authorizing the merger and the execution of the agreement.
  • 03
    Shareholder Vote: Obtain required shareholder consent per bylaws and state law voting thresholds.
  • 04
    State Filing: File the certificate or articles of merger with the appropriate Secretary of State to effect the statutory merger.

Configuring an Online Signing Workflow

Set up signer order, authentication, and storage rules to match corporate approvals and closing mechanics.

Field Configuration
Signer Order Sequential signing with board then corporate secretary
Authentication Email + SMS code or advanced ID proofing
Notifications Automatic reminders and expiration rules
Storage Secure PDF with audit trail and versioning

Typical eSigning and Submission Flow

An electronic signing workflow parallels physical execution while preserving an audit trail and record retention for legal validity.

  • Upload Document: Import final agreement and confirm attached exhibits.
  • Place Fields: Add signature, date, and initial fields where required.
  • Set Signers: Assign parties and define signing order and authentication.
  • Execute & Store: Signers complete signing; system captures audit trail and stores copy.

Technical Considerations for eSigning and Filing

Ensure your platform supports required authentication, document formats, and audit trails before eSigning corporate merger documents.

  • Browser Support: Modern browsers required
  • File Formats: PDF and DOCX supported
  • Integration: Connects to CRM and document stores

eSignature Pricing Comparison for Merger Workflows

Compare common vendor pricing and feature availability for executing and storing merger agreements and closing deliverables; signNow appears first for reference.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Essential Information to Include in the Agreement

Legal Entity Names: Full legal names
Jurisdiction: State of formation
Effective Date: MM/DD/YYYY format
Consideration Terms: Cash/stock details
Approvals: Board and shareholder votes
Signatures: Authorized officer signatures

Common Pitfalls When Preparing a Merger Agreement

  • Using informal or abbreviated legal names causes state filing rejections and creates ambiguity in asset transfer.
  • Failing to list or obtain required third-party consents delays closing and may trigger breach remedies after signing.
  • Omitting clear calculation mechanics for share exchange results in disputes and post-closing valuation claims.
  • Assuming electronic signatures are acceptable without confirming regulatory exceptions can lead to invalidated filings.

Top Legal and Financial Risks to Watch

Incorrect Filings: Delay or rejection
Tax Liability: Unexpected corporate tax exposure
Shareholder Claims: Breach or appraisal actions
Regulatory Penalties: Antitrust or securities fines
Loss of Protections: Failed conditions may void protections
Recordkeeping Failures: Compliance audit risk

Merger Agreement Examples from Typical Use Cases

Two short examples illustrate typical merger scenarios and operational outcomes when the agreement is properly executed and documented.

Private Stock Merger

Buyer and target agree exchange ratio after due diligence

  • Exchange includes escrow for indemnity claims
  • The agreement’s detailed reps, escrow mechanics, and closing checklist enabled a coordinated closing and simplified post-closing claim resolution.

Asset Purchase Merger

A strategic acquiror purchases core assets and assumes defined liabilities

  • Consideration is cash plus contingent earnout
  • Clear schedules of excluded liabilities and a narrowly drafted assumption clause limited ongoing exposure and streamlined integration.

Time-Sensitive Items and Typical Deadlines

Track approval and filing deadlines closely to prevent delays that could affect tax treatment or closing conditions.

Board Resolution Date:

Set and record the date of board approval prior to shareholder action

Shareholder Vote Deadline:

Complete required voting within bylaw or statutory timeframes

State Filing Deadline:

File articles or certificate of merger to effect the statutory merger

Closing Date:

Coordinate deliverables and escrows to meet the scheduled closing

Effective Date:

Confirm the effective date for legal and tax purposes

Key Milestones from Signing to Effective Merger

A numbered milestone sequence helps teams assign responsibilities and monitor progress toward statutory effect of the merger.

01

Execution

Parties sign the agreement and initial disclosures are exchanged

02

Approvals

Boards and shareholders complete required votes and resolutions

03

Filings

Certificate or articles of merger filed with the state authority

04

Effectuation

Merger becomes effective on the stated effective date

Practical Tips for Accurate and Efficient Completion

Adopt these controls to reduce execution risk and accelerate closing for merger agreements.

Use a Central Checklist
Maintain a shared closing checklist that tracks approvals, consents, and deliverables to avoid oversight.
Standardize Templates
Reuse approved clause language and exhibit formats to reduce drafting errors and legal review time.
Confirm Signatory Authority
Obtain board resolutions or powers of attorney confirming who is authorized to sign the agreement.
Preserve Audit Trail
Use an eSignature provider that creates tamper-evident PDFs and complete audit logs for corporate records.

Frequently Asked Questions About Agreements and Plans of Merger

Answers address execution, approvals, eSignature validity, filing, and post-closing concerns commonly raised by practitioners and corporate teams.


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