On July 25, 2017, InfoSonics Corporation (the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Cooltech Holding Corp. (“Cooltech”), and the Company's wholly-owned subsidiary, InfoSonics Acquisition Sub Inc. (“Merger Sub”), pursuant to which Cooltech will merge with and into the Merger Sub (the “Merger”), with Cooltech surviving as a wholly-owned subsidiary of InfoSonics. Following the Merger, the former stockholders of Cooltech will hold approximately 85% of the Company's common stock and the Company has agreed to cause three of its directors to resign and to appoint three Cooltech nominees to the Board of Directors, such that three of the Company's four directors will be nominees of Cooltech.

Agreement and plan of merger dated as of July 25, 2017 among Cooltech Holding Corp. (the “Company”), Infosonics Corporation (“Parent”), and Infosonics Acquisition Sub Inc. (“Merger Subsidiary”). At the Closing, the Parties will deliver the documents and instruments: the written resignations of each of the officers of Parent set forth on Exhibit B and evidence of the appointment of the following individuals to the positions set forth opposite their respective names: Mauricio Diaz- Chief Executive Officer; Felipe Rezk- Chief Sales and Marketing Officer; Alfredo Carrasco- Chief Financial Officer; and Rein Voight- Chief Operating Officer.