AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2012 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Agreement and Plan of Merger is entered into as of August 10, 2012, by and among Infusion Brands International, Inc., a Nevada corporation (“Parent”); Ronco Brands, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”); ronco Holdings, Inc., a Delaware corporation (the “Company”); Vicis Capital Master Fund, a Cayman Islands, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized under the laws of the Cayman Islands (“Vicis”) and CD3 Holdings, Inc., (“Stockholder”). Parent, Acquisition Sub, Company, Vicis and the Stockholder are each a “party” and together are “parties” to this Agreement.
