AGREEMENT AND PLAN OF MERGER by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, VCIG LLC, FIN ELECTRONIC CIGARETTE CORPORATION, INC. and ELLIOT B. MAISEL, as REPRESENTATIVE Dated as of February 12, 2014Merger Agreement • February 19th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of February 12, 2014, by and among Victory Electronic Cigarettes Corporation, a Nevada corporation (“Parent”), VCIG LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), FIN Electronic Cigarette Corporation, Inc., a Delaware corporation (the “Company”) and Elliot B. Maisel, only as representative of the Shareholders in accordance with the terms herein (the “Representative”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
