Orpheum Property Inc Watch

from 8-K ~10 pages 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 129 University Place, LLC, a Louisiana Limited Liability Company (“129 University Place”). R E C I T a L S Whereas, the Members of 129 University Place ("Members") Own the Shares of Capital Stock of 129 University Place as Set Forth in Schedule 1 Attached Here­to, Constitut­ing All of the Issued and Out­standing Membership Interests of 129 University Place (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 1934 (The "Exchange Act"); Whereas, the Board of Directors of the Company and 129 University Place Deem It Advisable That the Acquisition by the Company of 129 University Place Be Effected Through an Exchange (The "Exchange") of 129 University Place Interests Pursuant to This Agreement; Whereas, the Company Desires to Acquire All of the Outstanding 129 University Place 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

from 8-K 2 pages Resolutions Adopted by Unanimous Written Consent of the Board of Directors of Pacific Land and Coffee Corporation a Delaware Corporation

from 8-K ~10 pages 2.1 Agreement and Plan of Reorganization

from SB-2 ~10 pages Agreement and Plan of Reorganization