AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CURE PHARMACEUTICAL HOLDING CORP., CURE CHEMISTRY, INC., AND CHEMISTRY HOLDINGS, INC. AND JOSH HELD, AS THE SECURITYHOLDERS’ REPRESENTATIVE March 31, 2019Agreement and Plan of Merger and Reorganization • December 31st, 2019 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • Delaware
Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing; Effective Time 2 1.3 Effect of the Merger 2 1.4 Closing Deliveries 2 1.5 Certificate of Incorporation and Bylaws 5 1.6 Directors and Officers 6 1.7 Taking of Necessary Action; Further Action 6 ARTICLE II EXCHANGE OF COMPANY SECURITIES 6 2.1 Effect of the Merger on Company Securities 6 2.2 Surrender of Certificates in Exchange for Payments 8 2.3 Withholding Rights 10 2.4 Post-Closing Adjustment 10 2.5 Earn-out 11 2.6 Spreadsheet 12 2.7 Indebtedness and Transaction Expenses 12 2.8 Appraisal Rights 13 2.9 Tax Treatment 13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 13 3.1 Organization, Standing and Power 14 3.2 Subsidiaries 14 3.3 Capital Structure 14 3.4 Authority; Noncontravention 16 3.5 Financial Statements 17 3.6 Liabilities 17 3.7 Absence of Certain Changes 18 3.8 Litigation 20 3.9 Compliance with Laws; Governmental Permits 20 3.10 Title to Property and Assets; Sufficiency of Assets 20 3.11 Real Estate 20 3.12 In
