AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • Nevada
This AGREEMENT AND PLAN OF MERGER (“Agreement”) made this 23rd day of May, 2013 is entered into by and among W270, Inc., a Nevada corporation (“W270”), Saleen California Merger Corporation, a California corporation and wholly-owned subsidiary of W270 (“CA MergerCo”), Saleen Florida Merger Corporation, a Florida corporation and wholly-owned subsidiary of W270 (“FL MergerCo”), SMS Signature Cars, a California corporation (“SMS”), Saleen Automotive, Inc., a Florida corporation (“Saleen Automotive” and together with SMS, the “Saleen Entities”), and Steve Saleen (“Saleen” and together with the Saleen Entities, the “Saleen Parties”). W270, CA MergerCo, FL MergerCo, SMS, Saleen Automotive and Saleen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • California
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of this 24th day of May, 2013, by and among Stubbs Alderton & Markiles, LLP, a California limited liability partnership, as escrow agent (the “Escrow Agent”), W270, Inc., a Nevada corporation (“W270”) and Steve Saleen (“Saleen”).
Assignment AND LICENSE AGREEMENTAssignment and License Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • Nevada
This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 23rd day of May 2013, by and between (i) W270, Inc., a Nevada corporation (“Transferee”), and (ii) Steve Saleen, an individual (“Transferor”).
