Arrangement Agreement and Plan of Merger Sample Contracts

ARRANGEMENT AGREEMENT AND PLAN OF MERGER By and Among YERBAE BRANDS CO. KONA BAY TECHNOLOGIES INC. KONA BAY TECHNOLOGIES (DELAWARE) INC. 1362283 B.C. Ltd. TODD GIBSON AND KARRIE GIBSON Dated as of May 19, 2022

Arrangement Agreement and Plan of Merger • July 2nd, 2024 • Yerbae Brands Corp. • Beverages • Delaware

• Contract Type
  Arrangement Agreement and Plan of Merger
• Filed
  July 2nd, 2024
• Company
  Yerbae Brands Corp.
• Industry
  Beverages
• Jurisdiction
  Delaware

This Arrangement Agreement and Plan of Merger (this “Agreement”), is entered into as of May 19, 2022 by and among YERBAE BRANDS CO., a Delaware corporation (the “Company”), KONA BAY TECHNOLOGIES INC., a British Columbia corporation (the “Parent”), KONA BAY TECHNOLOGIES (DELAWARE) INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), 1362283 B.C. LTD., a British Columbia corporation (“Finco”), TODD GIBSON, a businessperson (“Todd”) and KARRIE GIBSON, a businessperson (“Karrie” and together with Todd, the “Principal Shareholders”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.1 hereof.