AGREEMENT AND PLAN OF MERGERMerger Agreement • July 2nd, 2018 • Andes 7 Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of July 2, 2018 by and between ANDES 7 Inc. a Delaware Corporation ("ANDES 7"), ANDES 7 Acquisition Corp., a Delaware corporation ("A7 Acquisition Corp") and ABINA CO. Ltd, a company incorporated in the Kingdom of Thailand ("ABINA"). This Agreement contemplates a tax-free merger of A7 Acquisition Corp, with and into ABINA in reorganization pursuant to Section 368 (a)(1)(A) of the Internal Revenue Code, in which the shareholder of ABINA will receive Common Stock in ANDES 7 in exchange shares of ABINA, with the result that ABINA becomes a subsidiary of ANDES 7.
