AGREEMENT AND PLAN OF MERGER dated as of August 1, 2018 by and among FOCUS BRANDS INC., JAY MERGER SUB INC. and JAMBA, INC.Agreement and Plan of Merger • August 2nd, 2018 • Jamba, Inc. • Retail-eating & drinking places • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of August 1, 2018 (this “Agreement”), by and among Focus Brands Inc., a Delaware corporation (“Parent”), Jay Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Jamba, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 2nd, 2018 • Jamba, Inc. • Retail-eating & drinking places • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of August 1, 2018 (this “Agreement”), is entered into by and among Focus Brands Inc., a Delaware corporation (“Parent”), Jay Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
