MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BBV VIETNAM S.E.A. ACQUISITION CORPORATION, BBV SUB, INC. MIGAMI, INC. AND PHARMANITE, INC. Dated as of February 27, 2010Merger Agreement • March 8th, 2010 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of February 27, 2010 by and among, BBV Vietnam S.E.A. Acquisition Corporation, a Republic of the Marshall Islands corporation (“BBV”), BBV Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BBV (“BBV Sub”), Migami, Inc., a Nevada corporation (“Migami”), and Pharmanite, Inc., a Delaware corporation and wholly-owned subsidiary of Migami (“Migami Sub”). BBV, BBV Sub, Migami and Migami Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
