AGREEMENT AND PLAN OF MERGER BY AND AMONG CHAY ENTERPRISES, INC., AND CHAY ACQUISITIONS, INC. DATED AS OF MARCH 2, 2010Merger Agreement • March 8th, 2010 • Chay Enterprises, Inc. • Real estate • Colorado
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 2, 2010, by and among DMI Life Sciences, Inc., a Delaware corporation (the “Company”), Chay Enterprises, Inc., a Colorado corporation (“Parent”), and Chay Acquisitions, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”). Each of the Company, Parent and Merger Subsidiary may be referred to herein as a “Party,” and collectively as the “Parties.”
SECURITIES PUT AGREEMENT AND GUARANTEESecurities Put Agreement and Guarantee • March 8th, 2010 • Chay Enterprises, Inc. • Real estate • Delaware
THIS SECURITIES PUT AGREEMENT AND GUARANTEE (the “Put Agreement”) is made and entered into on March 2, 2010, by and among DMI LIFE SCIENCES, INC., a Colorado corporation (“DMI” or the “Company”), PHILIP J. DAVIS and GARY A. AGRON (collectively, the “Chay Control Shareholders”) and the individuals identified as guarantors on Exhibit A hereto (collectively, the “Guarantors”). All of the signatories hereto are collectively referred to as the “Parties” or individually as a “Party.”
