AGREEMENT AND PLAN OF MERGER by and among ARIEL WAY, INC., ENFOTEC ACQUISITION2, INC. ENFOTEC, INC. AND ELSINORE GROUP, INC. Dated as of February 21, 2008Merger Agreement • February 22nd, 2008 • Ariel Way Inc • Patent owners & lessors • Virginia
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 21, 2008 (this "Agreement"), is made by and among Elsinore Group, Inc. a Delaware corporation ("Buyer"), Enfotec Acquisition2, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub"), Ariel Way, Inc., a Florida corporation ("Seller"), and Enfotec, Inc. a Delaware corporation (the "Company"). Buyer and Seller may be referred to individually herein as a "Party" and, collectively, as the "Parties."
