AGREEMENT AND PLAN OF MERGERMerger Agreement • April 5th, 2013 • Java Express Inc • Retail-eating & drinking places • Utah
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of March 29, 2013, by and among Java Express, Inc., a Nevada corporation (“Parent”); Anew Acquisition Corp., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); and ANEW LIFE, INC., a Utah corporation (“Company”). The foregoing are sometimes singly referred to as a “Party” or collectively as the “Parties.”
PCH Financial S.à r.l. as Seller and ANEW LIFE, INC. as Buyer in the presence of TW Life V S.à r.l., TW Life VI S.à r.l., TW Life VII S.à r.l., and TW Life VIII S.à r.l. as the CompaniesNibs Transfer Agreement • April 5th, 2013 • Java Express Inc • Retail-eating & drinking places • New York
PCH Financial S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 168291, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (the “Seller”);
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2013 • Java Express Inc • Retail-eating & drinking places
THIS LOAN AND SECURITY AGREEMENT dated ______________, among ____________________ (the “Lender”), _____________________ (the “Luxembourg Borrower” or a “Borrower”), and ____________________ (the “German Borrower” or a “Borrower” and together with the Luxembourg Borrower, the “Borrowers”).
LOCK-UP/LEAK-OUT AGREEMENTLock-Up/Leak-Out Agreement • April 5th, 2013 • Java Express Inc • Retail-eating & drinking places • Utah
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is between ANEW LIFE, INC., a Utah corporation (the “Company”), and the undersigned person or entity listed on the Counterpart Signature Page hereof, sometimes referred to herein as the “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert.
MORTALITY PROTECTION INSURANCE POLICY POLICY NUMBER: DGUMP00004 “DECLARATIONS”Mortality Protection Insurance Policy • April 5th, 2013 • Java Express Inc • Retail-eating & drinking places
This “Policy” provides the coverage specified herein and in each “Coverage Certificate” and “Amended Coverage Certificate” issued by the “Insurer” to the “Covered Entities” during the “Term” of this “Policy”.
STRUCTURING AND CONSULTING AGREEMENTStructuring and Consulting Agreement • April 5th, 2013 • Java Express Inc • Retail-eating & drinking places • Utah
This Structuring and Consulting Agreement (“Agreement”) is entered into this 14thday of March 2013 by and between Anew Life, Inc. (“ANEW”), and Europa Settlement Advisors Ltd. (“ESA” or “Consultant”). Each of ANEWand ESAmay be individually referred to herein as a “Party” or collectively as the “Parties.”
