AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 14th, 2012 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of July 25, 2012 by and among Accredited Members Holding Corporation, a Colorado corporation (“AMHC”), AMHC Merger Corp., a Colorado corporation and wholly-owned subsidiary of AMHC (“Merger Sub”), and Hangover Joe’s, Inc., a Colorado corporation (“HOJ”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.1 hereof.
PURCHASE AND INDEMNIFICATION AGREEMENTPurchase and Indemnification Agreement • November 14th, 2012 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This Purchase and Indemnification Agreement (this “Agreement”) is made and entered into this 27th day of July 2012, by and among Accredited Members Acquisition Corp., a Colorado corporation (“Acquisition Corp.”), Accredited Members Holding Corporation, a Colorado corporation (“AMHC”), Hangover Joe’s, Inc., a Colorado corporation (“HOJ”), and Accredited Members, Inc., AMHC Managed Services, Inc., and World Wide Premium Packers, Inc., each a Colorado corporation (these three companies being referred to collectively as the “Subsidiaries”).
