AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 26, 2004, BY AND AMONG BRAVO SPORTS BSV INC. AND VARIFLEX, INC.Merger Agreement • August 27th, 2004 • Variflex Inc • Sporting & athletic goods, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of August 26, 2004, by and among Bravo Sports, a California corporation (the “Purchaser”), BSV Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”) and Variflex, Inc., a Delaware corporation (the “Company” and, together with the Purchaser and Merger Sub, the “Parties”).
SUPPORT AGREEMENTSupport Agreement • August 27th, 2004 • Variflex Inc • Sporting & athletic goods, nec • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), is dated as of August 26, 2004, by and between Bravo Sports, a California corporation (“Purchaser”), and REMY Capital Partners IV, L.P. (“REMY”) and Raymond H. Losi (“Ray Losi”) and EML Enterprises, L.P. and (“EML”) and Losi Enterprises, Limited Partnership (“Losi Enterprises”) and Jay and Kathy Losi Revocable Trust (“Jay and Kathy”) and 1989 Raymond H. Losi Revocable Trust (“Losi Revocable Trust”) and BL Limited Partnership (“BL”) and 1989 Barbara Losi Revocable Trust (“Barbara Revocable Trust”). Each of REMY, EML, Losi Enterprises, Jay and Kathy, Losi Revocable Trust, BL, and Barbara Revocable Trust are individually referred to herein as a “Stockholder” and collectively as the “Stockholders”.
