Agreement and Plan of Merger by and among Boxfox, Inc., Sugarfina Corporation, Sugarfina Merger Sub One, Inc., the Founders, and the Representative named herein October 31, 2024Agreement and Plan of Merger • November 5th, 2024 • Sugarfina Corp • Retail-food stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , October 31, 2024, is made by and among (i) BoxFox Inc., a Delaware corporation (the “Company”), (ii) Sugarfina Corporation, a Delaware corporation (“Buyer”), (iii) Sugarfina Merger Sub One, Inc., a Delaware corporation and wholly-owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), (iv) Chelsea Moore Shannon, an individual (“Moore”), (v) Jennifer Olivero, an individual (“Olivero” and, together with Moore, the “Founders”), and (vi) Chelsea Moore Shannon, solely in her capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below. “Party” as used herein means individually, each of the Company, Buyer and Merger Sub (and all are collectively referred to herein as the “Parties”).
