AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 15th, 2014 • Chanticleer Holdings, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January ___, 2013, by and among CHANTICLEER HOLDINGS, INC., a Delaware corporation (the “Parent”), CHANTICLEER RESTAURANTS, LLC a Delaware limited liability company and a wholly owned subsidiary of Parent (“Purchaser 1”), CHANTICLEER KITCHENS, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Purchaser 2,” and collectively with Purchaser 1, the “Purchasers”), EXPRESS RESTAURANT HOLDINGS, LLC and EXPRESS RESTAURANT HOLDINGS BEVERAGE, LLC (collectively, “Express” or the “Seller”), DALLAS SPOON, LLC, a Texas limited liability company and wholly owned subsidiary of Express (“Spoon”), and DALLAS SPOON BEVERAGE, LLC, a Texas limited liability company and wholly owned subsidiary of Express (“Spoon Beverage” and collectively with Dallas Spoon, the “Companies” collectively with the aforementioned entities, the “Party” or “Parties”).
