ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • November 13th, 2009 • Miller Diversified Corp • Agricultural prod-livestock & animal specialties • Florida
This Acquisition Agreement and Plan of Merger (the “Agreement”) is made and entered into as of September 1, 2009, by and among SMOKE ANYWHERE USA, INC., a Florida corporation (“SMOKE”), the shareholders of SMOKE whose signatures are set forth at the end of this Agreement (the “SMOKE Shareholders”), and MILLER DIVERSIFIED CORP., a publicly held and traded Nevada corporation, which trades on the National Quotation Bureau’s Pink Sheets under the stock ticker symbol “MILR” (hereinafter “MILR” or the “Company”), SMOKE HOLDINGS., a Florida corporation and the wholly-owned subsidiary of MILR (“MERGERCO”) and VAPECO HOLDINGS INC, a Florida corporation and a shareholder of MILR (“VAPECO”).
