AGREEMENT AND PLAN OF MERGER BY AND AMONG INDEPENDENT BREWERS UNITED, INC., MAGIC HAT BREWING COMPANY & PERFORMING ARTS CENTER, INC., PMID MERGER SUB, INC., AND PYRAMID BREWERIES INC. Dated as of June 27, 2008Merger Agreement • July 2nd, 2008 • Independent Brewers United, Inc. • Malt beverages • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 27, 2008, by and among Independent Brewers United, Inc., a Delaware corporation (“Parent”), PMID Merger Sub, Inc., a Washington corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Magic Hat Brewing Company & Performing Arts Center, Inc., a Vermont corporation and a wholly owned Subsidiary of Parent (“Magic Hat”), and Pyramid Breweries Inc., a Washington corporation (the “Company”).
June 25, 2008 Mr. R. Martin Kelly President Independent Brewers United, Inc.Financing Agreement • July 2nd, 2008 • Independent Brewers United, Inc. • Malt beverages
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • July 2nd, 2008 • Independent Brewers United, Inc. • Malt beverages • New York
THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”), effective April 3, 2008 (the “Effective Date”), is between Magic Hat Brewing Company & Performing Arts Center, Inc., a Vermont corporation (“Company”), and PYRAMID BREWERIES INC., a Washington corporation (“Pyramid”). Pyramid and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 2nd, 2008 • Independent Brewers United, Inc. • Malt beverages • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 28, 2008 among by and among Magic Hat Brewing Company & Performing Arts Center, Inc. (“Magic Hat”), and the stockholders listed on the signature page hereof (each such stockholder being referred to herein as a “Stockholder” and, collectively with each other Stockholder, the “Stockholders”).
