AGREEMENT AND PLAN OF MERGER by and among LANDRY’S, INC., LANDRY’S MSA CO., INC., and MCCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC. Dated as of November 7, 2011Agreement and Plan of Merger • November 10th, 2011 • McCormick & Schmicks Seafood Restaurants Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2011, is entered into by and among Landry’s, Inc., a Delaware corporation (“Parent”), Landry’s MSA Co., Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are referred to herein as a “Party” and together as “Parties.” All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
