AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

(a)  

Cancellation of Certain HOJ Common Stock.  Each share of HOJ Common Stock (each, a “Share” and collectively, the “Shares”) that is owned by AMHC, Merger Sub or HOJ (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries (if any) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b)  

Conversion of HOJ Common Stock.  Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled and retired in accordance with Section 2.1(a)) will be converted into the right to receive the number of shares of AMHC Common Stock (the “Merger Consideration”) equal to the Exchange Ratio.  The “Exchange Ratio” shall be equal to the number of Shares outstanding immediately prior to the Effective Time divided by the total number of shares of AMHC Common Stock to be issued as the Merger Consideration.  The AMHC Common Stock to be issued as the Merger Consideration will equal 69% of the AMHC voting power, based on the AMHC Common Stock and AMHC preferred stock outstanding immediately after the Effective Time, and the total number of shares of AMHC Common Stock and AMHC preferred stock outstanding immediately prior to the Effective Time will equal 31% of the AMHC voting power based on AMHC Common Stock and AMHC preferred stock outstanding immediately after the Effective Time.

(c)  

Cancellation of Shares.  At the Effective Time, the Shares will no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 2.3, each holder of a certificate formerly representing any such Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.2 hereof.

(d)  

Conversion of Merger Sub Capital Stock.  The 100 shares, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become 100 newly issued, fully paid and non-assessable shares of common stock of the Surviving Corporation.

(a)  

Prior to the Effective Time, AMHC shall appoint an exchange agent reasonably acceptable to HOJ (the “Exchange Agent”) to act as the agent for the purpose of delivering the Merger Consideration for the Certificates which immediately prior to the Effective Time represented the Shares.  On and after the Effective Time, AMHC shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, certificates of AMHC Common Stock representing the aggregate Merger Consideration that is issuable in respect of all of the Shares represented by the Certificates (the “Exchange Fund”) in amounts and at the times necessary for such issuance.  If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 2.1(b), AMHC shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional certificates with the Exchange Agent sufficient to make all issuances required under this Agreement, and AMHC and the Surviving Corporation shall in any event be liable for the payment thereof.  The Exchange Fund shall not be used for any other purpose.  The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the delivery to former HOJ stockholders of the Merger Consideration.  Promptly before the Effective Time, HOJ shall deliver to AMHC and the Exchange Agent a current and complete stockholder ledger that identifies all of the holders of the Shares as of the Effective Time and the Certificates that HOJ has issued to such holders to represent such Shares.  Promptly after the Effective Time, AMHC shall cause the Exchange Agent to send to each record holder of Shares at the Effective Time AMHC Common Stock representing the Merger Consideration payable to each such holder of Shares.

(b)  

Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of HOJ Common Stock represented by a Certificate.  At the Effective Time pursuant to the provisions of this Article 2, each Certificate shall immediately be deemed to have been cancelled without further action by any party.

(c)  

No fractional shares of AMHC Common Stock shall be issued.  If the aggregate number of shares of AMHC Common Stock that a holder of HOJ Common Stock is entitled to receive pursuant to Section 2.1(a) is a fractional share, the number of shares of AMHC Common Stock such holder is entitled to receive will be rounded up to the next whole number.

(d)  

All Merger Consideration issued upon the conversion of the Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Shares formerly represented by a Certificate, and from and after the Effective Time, the stock transfer records of HOJ will be closed and there shall be no further registration of transfers of Shares on the stock transfer books of HOJ or the Surviving Corporation.

(e)  

Any portion of the Exchange Fund that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to AMHC, upon demand, and any former holder of Shares shall thereafter look only to AMHC for issuance of the Merger Consideration.  Notwithstanding the foregoing, AMHC shall not be liable to any holder of Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws.  Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of AMHC free and clear of any claims or interest of any Person previously entitled thereto.

(a)  

HOJ is a corporation duly organized and validly existing under the laws of the State of Colorado and is in good standing;

(b)  

HOJ has no subsidiaries;

(c)  

as of the date hereof:

(i)  

the authorized capital of HOJ consists of 40,000,000 shares of HOJ common stock, $0.0001 par value per share (the “HOJ Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share.  2,640,000 shares of HOJ Common Stock and no shares of preferred stock in the capital of HOJ are issued and outstanding;

(ii)  

HOJ has a warrant issued and outstanding, held by AMHC Managed Services, Inc., exercisable for 1,000,000 shares (the “AMHC Warrant”).  This warrant will terminate or be cancelled at the Effective Time; and

(iii)  

HOJ has the following other HOJ Rights outstanding:  warrants issued to Michael Malm to acquire 200,000 Shares, exercisable at $1.00 per Share; and options issued to John Swanson to acquire 25,000 Shares, exercisable at $1.00 (collectively, the “Outstanding HOJ Rights”);

(d)  

immediately prior to the Effective Time, up to 2,890,000 shares of HOJ Common Stock, no shares of HOJ preferred stock, the AMHC Warrant and the Outstanding HOJ Rights will be the only HOJ equity securities or rights to acquire HOJ equity securities that are issued and outstanding;

(e)  

the HOJ Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of HOJ and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability,  (iii) recommended that the stockholders of HOJ approve and adopt this Agreement and approve the Merger;  and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by HOJ’s stockholders;

(f)  

HOJ has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by HOJ and the consummation by HOJ of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of HOJ are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by written consent in lieu of a meeting by the holders of a majority of the then-outstanding shares of HOJ Common Stock and the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by HOJ and, assuming the due authorization, execution and delivery by AMHC and Merger Sub, constitutes a legal, valid and binding obligation of HOJ, enforceable against HOJ in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).  To the knowledge of HOJ, no other state takeover statute is applicable to the Merger or the other transactions contemplated by this Agreement;

(g)  

neither the execution and delivery of this Agreement nor the consummation of the Merger will (i) violate, conflict with, result in a breach or default of or accelerate the performance required by (A) the articles of incorporation, bylaws or other organizational documents of HOJ, (B) any agreement to which HOJ is a party or bound or to which any of its property or assets is subject, or (C) any Law, rules or regulations to which HOJ or its property or assets is subject or (ii) result in the creation of any mortgage, lien, charge, pledge, security interest, encumbrance, claim or demand on any of HOJ’s assets;

(h)  

all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by HOJ for the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been or will, prior to Closing, be made or obtained, as applicable;

(i)  

HOJ has conducted and is conducting its business in material compliance with all applicable Laws of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws;

(j)  

Except as described in section 3.1(j) of the disclosure letter, there are no undisclosed actions, suits or proceedings, pending or, to the knowledge of HOJ, threatened against HOJ at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and HOJ is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

(k)  

management’s financial statements of HOJ as at and for the three months ended March 31, 2012, copies of which have been provided to AMHC and filed with the AMHC proxy statement with the SEC (the “HOJ Financial Statements”), have been prepared in accordance with generally accepted accounting principles consistently applied, are true, correct and complete in all material respects, and present fairly the financial condition of HOJ as at the end of such period;

(l)  

HOJ is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of HOJ, no investigation or other proceedings involving HOJ are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

(m)  

HOJ does not have any liability or obligation, whether accrued, absolute, contingent or otherwise in excess of $10,000, except as reflected on the HOJ Financial Statements or as incurred in the ordinary course of business;

(n)  

there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of HOJ, threatened against HOJ before any court, regulatory or administrative agency or tribunal;

(o)  

HOJ and each of its predecessors-in-interest has filed all federal, state, or local income tax returns required to be filed by it from inception; none of such federal income tax returns have been audited by the Internal Revenue Service; Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; and all taxes due and payable on or prior to Closing (whether or not required to be shown on a return) have been paid;

(p)  

HOJ is not, and as at Closing, will not be, in default or in breach of any material contract, agreement or like commitment;

(q)  

Effective March 30, 2012, HOJ acquired all of the assets, and assumed all of the liabilities, of each of Hangover Joe’s, LLC, a Delaware limited liability company, and Hangover Joe’s Joint Venture, a joint venture; HOJ has good and marketable title to all of its material property or assets, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights are necessary for the conduct of the business of HOJ as currently conducted or contemplated to be conducted; and HOJ knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights;

(r)  

any and all of the agreements and other documents and instruments pursuant to which HOJ holds its property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and HOJ is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable Laws of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which HOJ derives an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid;

(s)  

HOJ has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar Laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is carried;

 

(w)

HOJ owns or possesses sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other intellectual property rights reasonably necessary to conduct its business.  To HOJ’s knowledge, none of the intellectual property employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of any Person;

 

(x)

No broker’s or finder’s fee will be incurred or payable by HOJ in connection with the transactions contemplated by this Agreement; and

 

(y)

No representation or warranty by HOJ in this Agreement or in any document or schedule to be delivered by HOJ pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by HOJ pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of HOJ.

(a)  

Each of AMHC and Merger Sub is a corporation duly organized and validly existing under the laws of the State of Colorado and:

(i)  

AMHC is not in material default of its continuous disclosure obligations under any applicable securities Laws;

(ii)  

Each of AMHC and Merger Sub is in good standing; and

(iii)  

The shares of AMHC Common Stock are quoted on the NASD Over the Counter Bulletin Board (the “OTCBB”);

(b)  

AMHC has four subsidiaries, each of which is wholly-owned except as indicated:

(i)  

Accredited Members, Inc.;

(ii)  

AMHC Managed Services, Inc.;

(iii)  

World Wide Premium Packers, Inc. (AMHC owns approximately 96%); and

(iv)  

Merger Sub.

(c)  

as of the date hereof:

(i)  

the authorized capital of AMHC consists of 150,000,000 shares of AMHC Common Stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.10 per value per share, of which 36,807,801 shares of AMHC Common Stock and 89,168 shares of AMHC preferred stock were issued and outstanding;

(ii)  

AMHC has the following derivative securities issued and outstanding:  (ww) 89,168 shares of Series A Convertible Preferred Stock, currently convertible into 713,344 shares of AMHC Common Stock; (xx) 1,550,000 AMHC Common Stock purchase warrants exercisable at various prices ranging from $0.29 per share to $0.40 per share, with the vested portion of the warrants exercisable at various times in each of 2012, 2013 and 2014; (yy) stock options to purchase 1,837,070 shares of AMHC Common Stock at prices ranging from $0.15 per share to $0.80 per share; and (zz) promissory notes that are convertible into approximately 1,735,333 shares of AMHC Common Stock;

(iii)  

the authorized capital of Merger Sub consists of 5,000 shares of common stock, $0.001 par value per share, and no shares of preferred stock, of which 100 shares of common stock in the capital of Merger Sub were issued and outstanding; and

(iv)  

Merger Sub has no options, warrants or other convertible securities issued or outstanding.

(d)  

the AMHC Common Stock issuable pursuant to the Merger will, upon their issuance, be validly issued and outstanding, fully paid and non-assessable common shares of AMHC and will form part of a class of shares that is quoted on the OTCBB at the Effective Time;

(e)  

the AMHC Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger and the Share Issuance are fair to and in the best interests of AMHC and its stockholders, and (ii) approved this Agreement, the Merger and the Share Issuance.  No approval of the AMHC stockholders is required for the Share Issuance except to the extent that such approval is described in any AMHC Document.

(f)  

Each of AMHC and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by AMHC and Merger Sub and the consummation by AMHC and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of AMHC or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by AMHC and Merger Sub and, assuming due authorization, execution and delivery by HOJ, constitutes a legal, valid and binding obligation of each of AMHC and Merger Sub, enforceable against each of AMHC and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity);

(g)  

neither the execution and delivery of this Agreement nor the consummation of the Merger will (i) violate, conflict with, result in a breach or default of or accelerate the performance required by (A) the articles of incorporation, bylaws or other organizational documents of AMHC or Merger Sub, (B) any agreement to which AMHC or Merger Sub is a party or bound or to which any of their property or assets is subject, or (C) any Law, rules or regulations to which AMHC, Merger Sub or their property or assets is subject or (ii) result in the creation of any mortgage, lien, charge, pledge, security interest, encumbrance, claim or demand on any of AMHC’s or Merger Sub’s assets;

(h)  

all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by AMHC or Merger Sub for the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been or will, prior to Closing, be made or obtained, as applicable;

(i)  

AMHC has conducted and is conducting its business in material compliance with all applicable Laws of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws;

(j)  

there are no undisclosed actions, suits or proceedings, pending or, to the knowledge of AMHC, threatened against AMHC, at Law or in equity, or by any Governmental Authority, and AMHC is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

(k)  

the audited financial statements of AMHC for the year ended December 31, 2011, copies of which were included on a Form 10-K that was filed by AMHC with the SEC on March 30, 2012 and the unaudited financial statements of AMHC for the period ended March 31, 2012, copies of which were included on a Form 10-Q that was filed by AMHC with the SEC on May 15, 2012 (collectively, the “AMHC Financial Statements”), have been prepared in accordance with generally accepted accounting principles (except as required to comply with SEC reporting obligations), are true, correct and complete in all material respects and present fairly the financial condition of AMHC as at the end of such periods;

(l)  

AMHC is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of AMHC, no investigation or other proceedings involving AMHC which may operate to prevent or restrict trading of any securities of AMHC are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

(m)  

AMHC does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise, not reflected in its latest publicly-disclosed financial statements except as incurred in the ordinary course of business;

(n)  

there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of AMHC, threatened against AMHC before any court, regulatory or administrative agency or tribunal;

(o)  

AMHC has filed with the securities regulatory authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any schedules included therein, are referred to herein as the “AMHC Documents”).  The AMHC Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation (as defined or interpreted by securities regulatory authorities) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, not misleading; and (ii) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all securities regulatory authorities having jurisdiction over AMHC, except where such non-compliance has not had and would not reasonably be expected to have a material adverse effect on AMHC.  AMHC has not filed any confidential material change or other report or other document with any securities regulatory authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential;

(p)  

AMHC and each of its subsidiaries has filed all federal, state, or local income tax returns required to be filed by it from inception; none of such federal income tax returns have been audited by the Internal Revenue Service; each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; and all taxes due and payable on or prior to Closing (whether or not required to be shown on a return) have been paid;

(q)  

AMHC is not, and as at Closing, will not be, in default or in breach of any material contract, agreement or like commitment;

(r)  

AMHC has good and marketable title to all of its material property or assets, to the extent described in the AMHC Documents, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the AMHC Documents, and no other property rights are necessary for the conduct of the business of AMHC as currently conducted or contemplated to be conducted, and AMHC knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, and except as disclosed in the AMHC Documents;

(s)  

any and all of the agreements and other documents and instruments pursuant to which AMHC and its subsidiaries hold their property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and none of AMHC or its subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable Laws of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which AMHC or its subsidiaries derive an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid;

(t)  

each of AMHC and its subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar Laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is carried;

(u)  

no regulatory authority having jurisdiction has issued any order preventing or suspending trading of any currently outstanding securities of AMHC;

(v)  

Merger Sub has not conducted any business prior to the date hereof and has, and at the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and transactions contemplated hereby;

 

(w)

No broker’s or finder’s fee will be incurred or payable by AMHC or Merger Sub in connection with the transactions contemplated by this Agreement; and

 

(x)

No representation or warranty by AMHC or Merger Sub in this Agreement or in any document or schedule to be delivered by AMHC or Merger Sub pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by AMHC or Merger Sub pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of AMHC.

(a)  

operate its business in the ordinary course;

(b)  

comply with all requirements which applicable Law may impose on it with respect to the Merger;

(c)  

promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, or (iii) of any material breach by it of any covenant or agreement contained herein;

(d)  

use best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable Governmental Authorities or regulatory bodies required to be obtained by it to consummate the transactions contemplated hereby;

(e)  

cause its current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or grater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(f)  

incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice and with the prior written consent of the other party;

(g)  

not alter its authorized capital, or issue in excess of 250,000 shares of HOJ Common Stock or reach any agreement or understanding with any other Person to issue any securities of it without the prior written consent of the other party;

(h)  

not amend its Articles of Incorporation or Bylaws;

(i)  

not reorganize, amalgamate or merge with any other Person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of, or otherwise, any business of any Person or division thereof;

(j)  

not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;

(k)  

not incur or become liable upon any indebtedness in respect of the obligation of any other Person;

(l)  

not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;

(m)  

not (i) satisfy or settle any claims or liabilities prior to the same being due, except such as have been reserved against in the HOJ Financial Statements or the AMHC Financial Statements, (ii) grant any waiver of, exercise any option with respect to or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, hedges or other similar financial instruments;

(n)  

not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to stockholders;

(o)  

not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;

(p)  

not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any material tax election inconsistent with past practice; and

(q)  

cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein.

 

(a)

this Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders of HOJ in accordance with the CBCA and HOJ’s Articles of Incorporation and Bylaws;

 

(b)

AMHC shall have entered into an agreement for the sale of the Subsidiaries to Acquisition Corp., requiring such transaction to close during the 5 Business Days after the Effective Time;

 

(e)

AMHC shall have entered into replacement options and warrants, to be effective as of the Effective Time, with the holders of the Outstanding HOJ Rights, applying the Exchange Ratio, but subject to the same vesting as set forth in each such instrument issued by HOJ.

(a)  

the representations and warranties of HOJ in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at the time of Closing, and HOJ shall so certify at Closing;

(b)  

HOJ shall have complied and duly performed in all material respects with its covenants in this Agreement;

(c)  

the HOJ Board shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by HOJ, to permit the completion of the Merger;

(d)  

there shall have been no adverse material change in the business and affairs of HOJ, or any event, occurrence or development which would materially and adversely affect the ability of HOJ to complete the Merger; and

(e)  

the holders of all of the Shares shall have executed subscription agreements in form satisfactory to AMHC.

(a)  

the representations and warranties of AMHC in this Agreement shall be true and correct in all material aspects as of the date of this Agreement and at the time of Closing, and AMHC shall so certify at Closing;

(b)  

AMHC shall have complied and duly performed in all material respects with its covenants in this Agreement;

(c)  

the AMHC Board shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by AMHC to permit the completion of the Merger; and

(d)  

there shall have been no adverse material change in the business and affairs of AMHC, or any event, occurrence, or development which could materially and adversely affect the ability of AMHC to complete the Merger.

(a)  

by the mutual consent of HOJ and AMHC (without the need for any action on the part of their respective stockholders);

(b)  

by HOJ if the HOJ stockholders shall not have approved the Merger by the requisite vote by written consent prior to the Closing Date;

(c)  

upon notice by one party to the other if the Merger has not been completed by July 31, 2012, except that the right to terminate this Agreement under this Section shall not be available to any party whose failure to fulfill any of its obligations has been a cause of, or resulted in, the failure of the Merger to be completed by July 31, 2012; or

 

(d)

if there shall be passed any Law or regulation that makes consummation of the transaction contemplated herein illegal or otherwise prohibited or if any injunction, order or decree enjoining HOJ or AMHC from consummating the transactions contemplated herein is entered and such injunction, order or decree has become final and without right of appeal.

(a)  

The  headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.  Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References to “this Agreement” shall include the disclosure letter (if any) delivered with this Agreement.  Terms used with initial capital letters will have the meanings specified, applicable to both singular and plural forms, for all purposes of this Agreement.  All pronouns (and any variation) will be deemed to refer to the masculine, feminine or neuter, as the identity of the Person may require.  The singular or plural includes the other, as the context requires or permits.

(b)  

The parties and their respective counsel have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and their respective counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

If to AMHC or Merger Sub, to:

 

Accredited Members Holding Corp.

2 North Cascade Avenue, Suite 1400

Colorado Springs, Colorado 80903

Facsimile:   ###-###-####

Email:   ***@***

Attention:  David Lavigne, CFO

 

with a copy (which will not constitute notice to AMHC or Merger Sub) to:

 

Sherman & Howard, LLC

633 17th Street, Suite 3000

Denver, CO 80202

Facsimile: 303 ###-###-####

Email: ***@***

Attn: Tobin Kern, Esq.

 

If to HOJ, to:

Hangover Joe’s, Inc.

2 North Cascade Avenue, Suite 1400

Colorado Springs, Colorado 80903

Facsimile:   ###-###-####

Email:   ***@***

Attention:  Michael Jaynes, President

 

with a copy (which will not constitute notice to HOJ) to:

Burns, Figa & Will, P.C.

6400 S. Fiddlers Green Circle, #1000

Greenwood Village, Colorado 80111

Facsimile:   ###-###-####

Email:   ***@***

Attention:  Theresa M. Mehringer, Esq.