AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is dated June 28, 2010 and is by and between Pacific Land and Coffee Corporation, a Dela­ware corporation (the “Company”) and 000 Xxxxxxxxxx Xxxxx, XXX, a Louisiana limited liability company (“000 Xxxxxxxxxx Xxxxx”).

R E C I T A L S

WHEREAS, the members of 000 Xxxxxxxxxx Xxxxx ("Members") own the shares of capital stock of 000 Xxxxxxxxxx Xxxxx as set forth in Schedule 1 attached here­to, constitut­ing all of the issued and out­standing membership interests of 000 Xxxxxxxxxx Xxxxx (the “129 University Place Interests”);

WHEREAS,  the Company is a public company, required to file reports under Section 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");

WHEREAS, the Board of Directors of the Company and 000 Xxxxxxxxxx Xxxxx deem it advisable that the acquisition by the Company of 000 Xxxxxxxxxx Xxxxx be effected through an exchange (the "Exchange") of 000 Xxxxxxxxxx Xxxxx Interests pursuant to this Agreement;

WHEREAS, the Company desires to acquire all of the outstanding 000 Xxxxxxxxxx Xxxxx Interests for shares of Common Stock of the Company.

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual covenants and agreements con­tained herein and in reliance upon the representa­tions and warranties hereinafter set forth, the parties agree as follows:

I.  EXCHANGE

1.01  Exchange.  The Members shall exchange all of their 000 Xxxxxxxxxx Xxxxx Interests for a total of 42,260 shares of Series B Convertible Preferred Stock of the Company (the "Series B Preferred Stock") at the Closing of this Agreement. The Series B Preferred Stock shall have the rights and privileges set forth on Exhibit 1.01 hereto and shall be convertible into common stock of the Company (the “Common Stock.”) Immediately prior to Closing there shall be 15,000,000 shares of Common Stock outstanding and/or options or rights to purchase shares of Common Stock outstanding, so that after Closing the Company shall have outstanding 15,000,000 shares of Common Stock or Common Stock equivalents, and 42,260 Shares of Series B Preferred Stock.

1.02.

Closing.  The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place on June 28, 2010.

1.03.

Deliveries.  Upon Closing, the parties are delivering the following documents:

1.03(a).  The items and documents set forth in Sections 1.01 and 1.02.

1.03(b).  The Company shall deliver to the Members of 000 Xxxxxxxxxx Xxxxx a file stamped copy of the Certificate of Determination for the Series B Preferred Stock and shall deliver to the 000 Xxxxxxxxxx Xxxxx Members certificates representing the Series B Preferred Stock described in Section 1.02.

1.03(c).  The Company shall deliver the resignations of all of its current officers and directors, except for Xxxxxx Xxxxxxx, who shall remain as a member of the Board of Directors, and Xxxxx Xxxxx, who will remain as Chief Financial Officer, and board resolutions electing Xxxxxx Xxxx to the Board of Directors of the Company, Xxx X. Xxxxx as President  and Xxxxxxx X. Xxxxxxxx as Secretary.

1.03(d).  Xxxx Xxxxxxx and Xx Xxxxxxx shall each deliver a letter of instructions to the Company requesting that the 450,000 shares of Series A Preferred Stock held by each of them be converted into a like number of shares of Common Stock.

1.04.

Filings.  Immediately following the Closing, the Company shall file the following documents:

1.04(a).  A Current Report on Form 8-K with the U.S. Securities and Exchange Commission, reporting the transactions set forth in this Agreement.

1.04(b).  A preliminary information statement with the Securities and Exchange Commission for the purpose of amending the Certificate of Incorporation of the Company to change the name of the Company to "Orpheum Property, Inc.” or a similar name as may be determined by the Board of Directors. and to effect a reverse split of the Common Stock equal to one new share for each 20 old shares.

II.

REPRESENTATIONS AND WARRANTIES OF 000 XXXXXXXXXX XXXXX

000 Xxxxxxxxxx Xxxxx repre­sents and warrants to the Company as fol­lows, as of the date of this Agreement and as of the Closing:

2.01.  Organization.

2.01(a).  000 Xxxxxxxxxx Xxxxx is a limited liability company duly or­gan­ized, validly existing and in good stand­ing under the laws of the State of Louisiana; 000 Xxxxxxxxxx Xxxxx has the power and auth­or­ity to carry on its business as presently con­ducted; and 000 Xxxxxxxxxx Xxxxx is quali­fied to do business in all juris­dictions where the failure to be so quali­fied would have a material adverse effect on its busi­ness.

2.02.  Capitalization.

2.02(a).  The authorized capital stock and the issued and outstanding shares of 000 Xxxxxxxxxx Xxxxx is as set forth on Exhibit 2.02(a).  All of the issued and out­stan­ding shares of 000 Xxxxxxxxxx Xxxxx are duly author­ized, validly issued, fully paid and nonassess­able.

2.02(b).  Except as set forth in Exhibit 2.02(b) there are no outstanding options, warrants, or rights to purchase any securities of 000 Xxxxxxxxxx Xxxxx.  

2.03.

Subsidiaries and Investments.  000 Xxxxxxxxxx Xxxxx does not own any capital stock or have any interest in any corpor­ation, part­nership or other form of business organization, except as de­scribed in Exhibit 2.03 hereto.

2.04.

Financial Statements.  000 Xxxxxxxxxx Xxxxx was formed on March 31, 2010 and has no operations or assets except for its ownership of certain real property known as the the Orpheum Theatre.  The records related to the acquisition of such real property are of a character and quality that the Company’s independent auditors can audit such acquisition.

2.05.

No Undisclosed Liabilities.  To the best knowledge of 000 Xxxxxxxxxx Xxxxx, other than as described in Exhibit 2.05 attached hereto, 000 Xxxxxxxxxx Xxxxx is not sub­ject to any material liabil­ity or obligation of any nature, whe­ther ab­solute, accrued, contin­gent, or otherwise and whether due or to  become due, which is not reflected or reserved against in the Financial State­ments, except those incurred in the normal course of business.

2.06.

Absence of Material Changes.  Since June 28, 2010, except as described in any Exhibit attached hereto or as required or permit­ted under this Agreement, there has not been:

2.06(a).  any material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of 000 Xxxxxxxxxx Xxxxx, except chan­ges in the ordi­nary course of business which, individ­ually and in the ag­gregate, have not been ma­ter­ially adverse;

2.06(b).  any redemption, purchase or other acquisition of any shares of the capital stock of 000 Xxxxxxxxxx Xxxxx, or any issuance of any shares of capital stock or the grant­ing, issuance or exercise of any rights, warrants, options or commitments by 000 Xxxxxxxxxx Xxxxx relating to their auth­or­ized or issued capital stock; or

2.06(c).  any change or amendment to the Certificate of Incor­poration of 000 Xxxxxxxxxx Xxxxx.

2.07.

Litigation.   Except as set forth in Exhibit 2.07 at­tached hereto, to the best knowledge of 000 Xxxxxxxxxx Xxxxx there is no litigation, proceeding or investigation pending or threat­ened against 000 Xxxxxxxxxx Xxxxx affecting any of its properties or assets against any officer, director, or stockholder of 000 Xxxxxxxxxx Xxxxx that might result, either in any case or in the aggregate, in any ma­terial adverse change in the business, opera­tions, affairs or condition of 000 Xxxxxxxxxx Xxxxx or its proper­ties or as­sets, or that might call into question the valid­ity of this Agree­ment, or any action taken or to be taken pursuant here­to.

2.08.

Title To Assets.  000 Xxxxxxxxxx Xxxxx has good and marketable title to all of its assets and proper­ties now car­ried on its books includ­ing those reflected in the balance sheets con­tained in the  Financial Statements, free and clear of all liens, claims, charges, security interests or other encum­bran­ces, except as described in Ex­hibit 2.08 at­tached hereto or any other Ex­hibit.

2.09.

Transactions with Affiliates, Directors and Members.  Except as set forth in Exhibit 2.09 attached hereto, there are and have been no con­tracts, agree­ments, arrangements or other transactions between 000 Xxxxxxxxxx Xxxxx, and any officer, di­rec­tor, or stock­holder of 000 Xxxxxxxxxx Xxxxx, or any cor­poration or other en­tity controlled by the Members, a member of the Members' families, or any affiliate of the Members.

2.10.

No Conflict.  The execution and delivery of this Agree­ment and the consumma­tion of the transactions contemplated hereby will not conflict with or result in a breach of any term or pro­vision of, or constitute a default under, the Articles of Organization or Operating Agreement of 000 Xxxxxxxxxx Xxxxx, or any agre­ement, con­tract or instru­ment to which 000 Xxxxxxxxxx Xxxxx is a party or by which it or any of its assets are bound.

2.11.

Disclosure.  To the actual knowledge of 000 Xxxxxxxxxx Xxxxx, neither this Agreement, the Fin­ancial Statements nor any other agree­ment, document, certificate or writ­ten or oral statement furnished to the Company by or on behalf of 000 Xxxxxxxxxx Xxxxx in connection with the trans­actions con­tem­plated hereby, contains any untrue state­ment of a material fact or when taken as a whole omits to state a ma­terial fact nec­es­sary in order to make the state­ments con­tained herein or therein not mis­leading.

2.12.

Authority.  000 Xxxxxxxxxx Xxxxx has full power and authority to enter into this Agree­ment and to carry out the transactions con­templated herein.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Members of 000 Xxxxxxxxxx Xxxxx and no other  proceed­ings on the part of 000 Xxxxxxxxxx Xxxxx are necessary to authorize this Agree­ment and the transactions con­templated hereby.

III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to 000 Xxxxxxxxxx Xxxxx as fol­lows, as of the date of this Agreement and as of the Closing:

3.01.  Organization.

3.01(a).  The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; has the corporate power and authority to carry on its business as presently conducted; and is quali­fied to do business in all jurisdictions where the failure to be so qualified would have a material adverse effect on the business of the Company.

3.01(b).  The copies of the Certificate of Incorpor­ation, of the Company, as certi­fied by the Secretary of State of Delaware, and the Bylaws of the Com­pany are complete and correct copies of the Certi­ficate of Incorp­ora­tion and the Bylaws of the Company as amend­ed and in effect on the date hereof.  All minutes of meetings and ac­tions in writing without a meeting of the Board of Directors and shareholders of the Company are contained in the minute book of the Company and no minutes or actions in writing without a meeting have been included in such minute book since such delivery to 000 Xxxxxxxxxx Xxxxx that have not also been de­livered to 000 Xxxxxxxxxx Xxxxx.

3.02.

Capitalization of the Company.  The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $.001 per share, of which 15,000,000 shares of common stock or common stock equivalents will be out­stand­ing at Closing, and 1,000,000 shares of preferred stock, none of which shall be outstanding immediately prior to Closing.  All outstanding shares are duly auth­orized, validly issued, fully paid and non-assessable.

3.03.

Subsidiaries and Investments.  The Company does not own any capital stock or have any interest in any corporation, partnership, or other form of business organization, except for Pacific Land and Coffee Corporation, a Hawaii corporation.

3.04.

Authority.  The Company has full power and authority to enter into this Agree­ment and to carry out the transactions con­templated herein.  The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the issuance of the Company Shares in accordance with the terms hereof, have been duly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement, the transactions contemplated hereby and the issuance of the Company Shares in ac­cordance with the terms hereof.

3.05.

No Undisclosed Liabilities.  Other than as described in Exhibit 3.05 attached hereto, the Company is not subject to any material liability or obligation of any nature, whether absolute, accrued, contingent, or otherwise and whether due or to become due.

3.06.

Litigation.   There is no litigation, proceeding or investigation pending or to the knowledge of the Company, threat­ened against the Company affecting any of its properties or assets, or, to the know­ledge of the Company, against any officer, director, or stockholder of the Company that might result, either in any case or in the aggregate, in any material adverse change in the busi­ness, operations, affairs or condition of the Company or any of its properties or assets, or that might call into question the validity of this Agreement, or any action taken or to be taken pursuant hereto.

3.07.

Title To Assets.  The Company has good and marketable title to all of its assets and properties now carried on its books includ­ing those reflected in the balance sheet contained in the Company's financial statements, free and clear of all liens, claims, charges, security interests or other encum­brances, except as des­cribed in the balance sheet included in the Com­pany's financial statements or on any Exhibits attached hereto.

3.08.

Contracts and Undertakings.  Exhibit 3.08 attached hereto contains a list of all contracts, agreements, leases, licen­ses, arrangements, commitments and other undertakings to which the Company is a party or by which it or its property is bound.  Each of said con­tracts, agreements, leases, licenses, arrangements, com­mitments and undertakings is valid, binding and in full force and effect.  The Company is not in material default, or alleged to be in material de­fault, under any contract, agreement, lease, li­cense, commitment, instrument or obligation and, to the knowledge of the Company, no other party to any contract, agree­ment, lease, license, commit­ment, in­strument or obligation to which the Company is a party is in default thereunder nor, to the knowledge of the Com­pany, does there exist any condition or event which, after notice or lapse of time or both, would con­stitute a default by any party to any such con­tract, agree­ment, lease, license, com­mitment, instru­ment or obli­gation.

3.09.

Underlying Documents.  Copies of all documents described in any Exhibit attached hereto (or a summary of any such contract, agree­ment or commitment, if oral) have been made available to 000 Xxxxxxxxxx Xxxxx and are complete and correct and include all amendments, supple­ments or modifications thereto.

3.10.

Transactions with Affiliates,  Directors and Members.  Except as set forth in Exhibit 3.10 hereto, there are and have been no con­tracts, agree­ments, arrangements or other transac­tions between the Company, and any officer, di­rector, or 5% stock­holder of the Compa­ny, or any cor­poration or other entity con­trolled by any such officer, director or 5% stockholder, a member of any such officer, director or 5% stockholder's family, or any af­filiate of any such officer, director or 5% stockholder.

3.11.

No Conflict.  The execution and delivery of this Agree­ment and the consumma­tion of the transactions contemplated hereby will not conflict with or result in a breach of any term or pro­vision of, or constitute a default under, the Certificate of Incorporation or Bylaws of the Company, or any agreement, contract or instrument to which the Company is a party or by which it or any of its assets are bound.

3.12.

Disclosure.  To the actual knowledge of the Company, neither this Agreement nor any other agree­ment, document, certificate or written or oral statement furnished to 000 Xxxxxxxxxx Xxxxx and the Members by or on behalf of the Company in con­nection with the trans­actions con­tem­plated hereby, contains any untrue statement of a material fact or when taken as a whole omits to state a ma­terial fact neces­sary in order to make the state­ments contained herein or therein not mis­leading.  

3.13.

Financial Statements.  The financial statements of the Company set forth in its Form 10-K for the year ended March 31, 2009 and its Form 10-Q for the quarter ended December 31, 2009 present fairly the financial position and results of operations of the Company, on a consistent basis.

3.14.

Absence of Material Changes.  Since December 31, 2009, except as described in any Exhibit hereto or as required or permitted under this Agreement, there has not been:

3.14(a).  any material change in the condition (financial or otherwise) of the properties, assets, liabilities or business of Company, except changes in the ordinary course of business which, individually and in the aggregate, have not been materially adverse.

3.14(b).  any redemption, purchase or other acquisition of any shares of the capital stock of the Company, or any issuance of any shares of capital stock or the granting, issuance or exercise of any rights, warrants, options or commitments by Pacific Land  relating to their authorized or issued capital stock.

3.14(c).  any amendment to the Certificate of Incorporation of the Company.

3.15

Securities Law Compliance

3.15(a)

The Company's common stock is registered under Section 12(g) of the Exchange Act.  The Company has filed all reports and other material required to be filed by it with the SEC pursuant to Section 15(d).  Such filed reports and materials do not contain any misstatements of material facts, nor do they omit any material information required to be stated therein or necessary to prevent the statements therein from becoming misleading.

3.15(b)

The currently outstanding common stock of the Company was issued pursuant to the Registration Statement or valid exemptions from registration under the Securities Act of 1933 pursuant to Regulation D promulgated thereunder.

IV.

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

All representations, warranties and covenants of the Company and 000 Xxxxxxxxxx Xxxxx con­tained herein shall survive the con­summation of the transactions con­templated herein and remain in full force and effect.

V.  CONDITIONS TO CLOSING

5.01.

Conditions to Obligation of 000 Xxxxxxxxxx Xxxxx.  The obligations of 000 Xxxxxxxxxx Xxxxx under this Agreement shall be subject to each of the fol­lowing condi­tions:

5.01(a).  The representations and warranties of the Company herein con­tained shall be true in all material respects at the Closing with the same effect as though made at such time.  The Company shall have per­formed in all material respects all obli­gations and complied in all ma­terial respects, to its actual knowledge, with all covenants and con­ditions re­quired by this Agreement to be performed or com­plied with by it at or prior to the Closing.

5.01(b).  No injunction or restraining order shall be in effect, and no action or proceed­ing shall have been instituted and, at what would otherwise have been the Closing, remain pending before a court to restrain or pro­hibit the transactions contemplated by this Agreement.

5.01(c).  All statutory requirements for the valid consummation by the Company of the trans­actions­ con­templated by this Agreement shall have been fulfilled.  All authorizations, consents and ap­provals of all governments and other persons required to be obtained in order to permit consummation by the Company of the trans­actions contemplated by this Agreement shall have been obtained.

5.01(d).

The fulfillment of the obligations of the Company set forth in Section 6.02.

5.02.

Conditions to Obligations of the Company.  The obligation of the Company under this Agreement shall be subject to the fol­lowing conditions:

5.02(a).  The representations and warranties of 000 Xxxxxxxxxx Xxxxx herein con­tained shall be true in all material respects as of the Closing, and shall have the same effect as though made at the Closing; 000 Xxxxxxxxxx Xxxxx shall have performed in all material respects all obliga­tions and complied in all material respects, to its actual knowledge, with all coven­ants and con­ditions re­quired by this Agreement to be performed or complied with by it prior to the Closing.

5.02(b).  No injunction or restraining order shall be in effect prohibiting this Agreement, and no action or proceed­ing shall have been instituted and, at what would other­wise have been the Closing, remain pending before the court to restrain or prohibit the transactions contemplated by this Agree­ment.

5.02(c).  All statutory re­quir­ements for the valid consummation by 000 Xxxxxxxxxx Xxxxx of the trans­actions contemplated by this Agreement shall have been fulfilled.  All authorizations, consents and approvals of all governments and other persons required to be obtained in order to per­mit consummation by 000 Xxxxxxxxxx Xxxxx of the transactions contemplated by this Agreement shall have been obtained.

VI.

CERTAIN AGREEMENTS

6.01.

Reverse Stock Split.  The Company shall effect a one for twenty reverse stock split as soon as practicable following the  Closing.

6.02.

Reporting Requirements.  The Company shall file all reports required by Section 15(d) of the Securities Act of 1933 and shall maintain its books and records in accordance with Sections 12 and 13 of the Securities Exchange Act of 1934.  The parties agree that the failure of the Company to make such filings with the Securities and Exchange Commission shall constitute a material breach of this Agreement.

VII.

MISCELLANEOUS

7.01.

Finder's Fees, Investment Banking Fees.  Neither 000 Xxxxxxxxxx Xxxxx nor the Company have retained or used the services of any person, firm or corpor­ation in such manner as to require the payment of any compen­sation as a finder or a broker in con­nection with the trans­actions contem­pla­ted herein.

7.02.

Tax Treatment.  The transactions contemplated hereby are intended to qualify as a so-called Atax-free@ reorganization under the provisions of Section 368 of the Code.  The Company and 000 Xxxxxxxxxx Xxxxx acknow­ledge, how­ever, that they each have been represented by their own tax ad­visors in con­nection with this transaction; that neither has made any repre­sen­tation or war­ranty to the other with respect to the treatment of such trans­action or the effect thereof under ap­plic­ab­le tax laws, regulations, or interpretations; and that no attor­ney's opinion or private revenue ruling has been ob­tained with respect to the effects thereof under the Internal Revenue Code of 1986, as amended.

7.03.

Further Assurances.  From time to time, at the other party's request and without further consideration, each of the parties will execute and deliver to the others such documents and take such action as the other party may reasonably request in order to consummate more effectively the transactions contemplated hereby.

7.04.

Parties in Interest.  Except as otherwise expressly provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective heirs, beneficiaries, personal and legal representatives, succes­sors and assigns of the parties hereto.

7.05.

Entire Agreement; Amendments.  This Agreement, including the Schedules, Exhibits and other documents and writings referred to herein or delivered pursuant hereto, which form a part hereof, contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, prom­ises, warranties, covenants or under­takings other than those ex­pressly set forth herein or therein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter.  This Agreement may be amended only by a written instrument duly executed by the parties or their re­spective successors or assigns.

7.06.

Headings, Etc.  The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.

7.07.

Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require.

7.08.

Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same in­strument.

7.09.

Governing Law.  This Agreement shall be governed by the laws of the State of Delaware (excluding conflicts of laws principles) applicable to contracts to be performed in the State of Delaware.

IN WITNESS WHEREOF, this Agreement has been duly executed and de­livered by the parties hereto as the date first above writ­ten.

000 XXXXXXXXXX XXXXX, LLC

PACIFIC LAND AND COFFEE

CORPORATION

By:

/s/ Xxxxxx Xxxx

By:

/s/Xxxx X. Xxxxx

Name:

Xxxxxx Xxxx, Manager

Xxxx X. Xxxxx, Chief Executive Officer