SECURITIES EXCHANGE AGREEMENT by and among KICKSEND HOLDINGS, INC., POCKET GAMES, INC. and MARLBOROUGH BROTHERS FAMILY TRUST Dated as of April 21, 2016Securities Exchange Agreement • May 3rd, 2016 • Pocket Games Inc. • Services-prepackaged software • California
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”), is made and entered into by the Parties as of the 21st day of April 2016 (the “Effective Date”), by and among: (A) Pocket Games, Inc., a corporation organized under the laws of the State of Florida (“Pocket Games” or “Purchaser”); (B) Kicksend Holdings, Inc., a corporation organized under the laws of the State of Delaware, doing business as “Kicksend” (“Kicksend” or the “Company”); and (C) Marlborough Brothers Family Trust, a California trust (“Marlborough” or the “Seller”). The Company and the Seller are sometimes referred to individually as a “Selling Party” and collectively as the “Selling Parties. The Purchaser is sometimes referred to individually as the “Buying Party. The Selling Parties and the Buying Party are sometimes referred to individually as a “Party” and collectively as the “Parties.” Certain other capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them as set forth on Annex I
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 3rd, 2016 • Pocket Games Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 26, 2016 (this “Agreement”), by and among KICKSEND HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (the “Company” or “Kicksend”), POCKET GAMES, INC., a corporation organized under the laws of the State of Florida (the “Parent” or “Pocket Games”), K-SEND ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”).
