AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG PLAYERS TOUR INC., GREENS WORLDWIDE INCORPORATED, TEXAS SPORTS GROUP, INC., AND GARY M. DESERRANO AND KATHY J. DESERRANO Dated as of August 31, 2006Merger Agreement • September 19th, 2006 • Greens Worldwide Inc • Retail-eating places • Texas
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made as of August 31, 2006, by and among PLAYERS TOUR INC., a Delaware corporation (the “Subsidiary” or the “Surviving Corporation”), a wholly owned subsidiary of GREENS WORLDWIDE INCORPORATED, an Arizona corporation (“GRWW”), TEXAS SPORTS GROUP, INC., a Texas corporation d/b/a Tight Lies Tour, Lone Star Golf Tour, and Cadillac Senior Series (the “Company”), GARY M. DESERRANO, the sole shareholder of the Company, and his wife, KATHY J. DESERRANO (Gary M. De Serrano and Kathy J. DeSerrano are referred to, together, as the “Company Shareholder”) (the Subsidiary, GRWW, Company, and Company Shareholder, are referred to, collectively, as the “Parties” and individually, as a “Party”).
