AGREEMENT AND PLAN OF MERGER by and among MEDIA DESIGN ASSOCIATES, INC MDA ACQUISITION CORPORATION RC-1, INC. and MICHAEL WOHL MAY 31, 2021Merger Agreement • June 4th, 2021 • RC-1, Inc. • Services-racing, including track operation • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 31, 2021 by and among RC-1, Inc., a Nevada corporation (“Hi Solutions”), MDA Acquisition Corporation, a Delaware corporation (“Merger Sub”), Media Design Associates, Inc, a Florida corporation (the “Company”), and Michael Wohl, a resident of the State of Florida (the “Seller”). In this Agreement, (i) Hi Solutions, Merger Sub, the Company, and the Seller are sometimes referred to individually as a “Party” and collectively as the “Parties” and (ii) Hi Solutions and Merger Sub are referred to individually as a “Purchaser Party” and collectively as the “Purchaser Parties”.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BOOYAH TECHNOLOGIES, LLC RC-1, INC. and BEN MARLOW MAY 31, 2021Membership Interest Purchase Agreement • June 4th, 2021 • RC-1, Inc. • Services-racing, including track operation • Pennsylvania
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2021 by and among RC-1., a Nevada corporation (“Hi Solutions”), Booyah Technologies, LLC, a Pennsylvania limited liability company (the “Company”), and Ben Marlow, a resident of the Commonwealth of Pennsylvania (the “Seller”). In this Agreement, Hi Solutions, the Company, and the Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.”
