MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • March 10th, 2011 • Wellstone Filter Sciences Inc /De/ • Tobacco products • California
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ”) dated as of February 14, 2011, by and among Wellstone Filter Sciences, Inc., a Delaware corporation whose principal office is located at 710 Market Street, Chapel Hill, North Carolina 27516 (“WFSI”); ADG Acquisition, Inc., a California corporation (“Merger Sub”), the principal WFSI stockholder listed on Exhibit A (the “PRINCIPAL WFSI STOCKHOLDER”); each of the persons listed on Exhibit B who are owners of membership units of ADGLLC (collectively referred to as “SELLERS”); and Auri Design Group LLC, a California Limited Liability Company (“ADGLLC”) whose principal office is located at 1200 North Coast Highway, Laguna Beach, California 92651-4045.
