AGREEMENT AND PLAN OF MERGER BY AND AMONG UNIVERCELL HOLDINGS, INC. AND UNIVERCELL DAYTONA BRANDS ACQUISITION CORPORATION AND DAYTONA BRANDS CORPORATION AND CONTROLLING UNIVERCELL SHAREHOLDER AND CONTROLLING DAYTONA BRANDS SHAREHOLDERSAgreement and Plan of Merger • May 25th, 2006 • Univercell Holdings Inc • Telephone communications (no radiotelephone) • Florida
THIS AGREEMENT AND PLAN OF MERGER is made as of May 18, 2006 by and among UniverCell Holdings, Inc., a Florida corporation (“UniverCell”), Sean Y. Fulda (the “Controlling UniverCell Shareholder” and together with UniverCell, (the “UniverCell Parties”), DAYTONA BRANDS Corporation, a Florida corporation (“DAYTONA BRANDS”), and the DAYTONA BRANDS Shareholders executing this Agreement (the “Controlling DAYTONA BRANDS Shareholders” and together with DAYTONA BRANDS, the “DAYTONA BRANDS Parties”). UniverCell, DAYTONA BRANDS, , the Controlling UniverCell Shareholder and each of the Controlling DAYTONA BRANDS Shareholders are sometimes individually referred to herein as a “Party” and sometimes collectively referred to herein as the “Parties.” Certain other terms are used herein as defined below in Section 15 or elsewhere in this Agreement.
