AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Exhibit 2.1.1

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of November 13, 2012 by and among Art Dimensions, Inc., a Colorado corporation (“ADI”), ADI Acquisition Corp., a Colorado corporation and wholly-owned subsidiary of ADI (“Merger Sub”), and Southern Hospitality Franchisee Holding Corporation, a Colorado corporation (“SHFHC”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.1 hereof.

WHEREAS, the Board of Directors of SHFHC (“SHFHC Board”) has unanimously (a) determined that it is in the best interests of SHFHC and its stockholders, and declared it advisable, to enter into this Agreement with ADI and Merger Sub, (b) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption and approval of this Agreement by the stockholders of SHFHC;

WHEREAS, the Board of Directors of ADI (the “ADI Board”) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of ADI and fair to, and in the best interests of, ADI and its stockholders and has approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement, including the issuance of shares of common stock, no par value, of ADI (“ADI Common Stock”) to the stockholders of SHFHC pursuant to the terms of the Merger (the “Share Issuance”);

WHEREAS, for federal income tax purposes, the Merger is intended to qualify as a reorganization under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

ARTICLE 1

THE MERGER

1.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Colorado Business Corporation Act (the “CBCA”), at the Effective Time, (a) Merger Sub will merge with and into SHFHC (the “Merger”), and (b) the separate corporate existence of Merger Sub will cease and SHFHC will continue its corporate existence under the CBCA as the surviving corporation in the Merger (the “Surviving Corporation”).

1.2 Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) will take place at 9:00 a.m., Mountain time, on a date to be agreed upon by the parties, but in any event as soon as practicable after the conditions to Closing set forth in Article 6 hereof are met. The Closing shall be held at the offices of Xxxxx Figa & Will, PC, 6400 S. Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx Xxxxxxx, XX, 00000, unless another place is agreed to in writing by the parties hereto. The actual date of the Closing is hereinafter referred to as the “Closing Date”.

1.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, SHFHC, ADI and Merger Sub will cause Articles of Merger (the “Articles of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Colorado in accordance with the relevant provisions of the CBCA. The Merger will become effective at such time as the Articles of Merger has been duly filed with the Secretary of State of the State of Colorado or at such later date or time as may be agreed by SHFHC and ADI in writing and specified in the Articles of Merger in accordance with the CBCA (the effective time of the Merger being referred to herein as the “Effective Time”).

1.4 Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the CBCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of SHFHC and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of SHFHC and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

1.5 Articles of Incorporation; By-laws. At the Effective Time, (a) the articles of incorporation of SHFHC as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the by-laws of SHFHC as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

1.6 SHFHC Directors and Officers. The directors of SHFHC immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation. The officers of SHFHC immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

1.7 ADI Officers and Directors. The parties agree and acknowledge that at Closing the ADI Board shall be expanded by three members, and XX Xxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxx will each be appointed to the Board of Directors. Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxx will tender their resignations as officers and directors within two business days of Closing.

1.8 No Registration Statement. ADI does not intend to file a registration statement to register the issuance or resale of the ADI common stock to be delivered to the holders of shares of SHFHC common stock as the Merger Consideration. The holders of shares of SHFHC common stock must accept the ADI common stock for investment purposes only, without a view toward further distribution thereof, and may only be transferred pursuant to an exemption from the registration thereof under applicable federal and state securities laws, including (without limitation) the provisions of SEC Rule 144(i).

ARTICLE 2

EFFECT OF THE MERGER ON CAPITAL STOCK

2.1 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of ADI, Merger Sub or SHFHC or the holder of any capital stock of ADI, Merger Sub or SHFHC:

(a)

Cancellation of Certain SHFHC Common Stock. Each share of SHFHC Common Stock (each, a “Share” and collectively, the “Shares”) that is owned by ADI, Merger Sub or SHFHC (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries (if any) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b)

Conversion of SHFHC Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled and retired in accordance with Section 2.1(a), will be converted into the right to receive the number of shares of ADI Common Stock (the “Merger Consideration”) equal to the Exchange Ratio. The Exchange Ratio shall be 0.6603671, which is 5,259,091(being the total number of shares of ADI Common Stock to be issued as the Merger Consideration) divided by 7,963,890 (being the number of Shares outstanding immediately prior to the Effective Time).

(c)

Cancellation of Shares. At the Effective Time, all Shares will no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 2.3, each holder of a certificate formerly representing any such Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.2 hereof.

(d)	Conversion of Merger Sub Capital Stock. The 100 shares, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become 100 newly issued, fully paid and non-assessable shares of common stock of the Surviving Corporation.

2.2 Payment.

(a)

Prior to the Effective Time, ADI shall appoint an exchange agent reasonably acceptable to SHFHC (the “Exchange Agent”) to act as the agent for the purpose of delivering the Merger Consideration for Shares. On and after the Effective Time, ADI shall deposit with the Exchange Agent, certificates of ADI Common Stock representing the aggregate Merger Consideration that is issuable in respect of all of the Shares represented by the Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the delivery to former SHFHC Stockholders of the Merger Consideration. Promptly after the Effective Time, ADI shall cause the Exchange Agent to send to each record holder of Shares at the Effective Time ADI Common Stock representing the Merger Consideration payable to each such holder of Shares.

(b)

Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of SHFHC Common Stock represented by a Certificate. At the Effective Time pursuant to the provisions of this Article 2, each Certificate shall immediately be deemed to have been cancelled without further action by any party.

(c)

No fractional shares of ADI Common Stock shall be issued. If the aggregate number of shares of ADI Common Stock that a holder of SHFHC Common Stock is entitled to receive pursuant to Section 2.1 is a fractional share, the number of shares of ADI Common Stock such holder is entitled to receive will be rounded up to the next whole number.

(d)

The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ADI Common Stock or SHFHC Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ADI Common Stock or SHFHC Common Stock occurring on or after the date hereof and prior to the Effective Time.

(e)

All Merger Consideration issued upon the conversion of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Shares formerly represented by a Certificate, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Surviving Corporation.

2.3 No Appraisal Rights. No appraisal rights shall be available to holders of shares of SHFHC Common Stock in connection with the Merger unless required by Section 0-000-000 of the CBCA.

2.4 Withholding Rights. Each of the Exchange Agent, ADI, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 2 such amounts as may be required to be deducted and withheld with respect to the making of such payment under any provision of any applicable Tax Law. To the extent that amounts are so deducted and withheld by the Exchange Agent, ADI, Merger Sub or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, ADI, Merger Sub or the Surviving Corporation, as the case may be, made such deduction and withholding.

2.5 SHFHC Options, Warrants, Convertible Notes and Other Derivatives. Any options, warrants, convertible notes or other rights to acquire shares of SHFHC common stock (collectively, “SHFHC Rights ”) outstanding, if any, shall be adjusted to reflect exercisability or convertibility into ADI Common Stock, with the exercise price or conversion price adjusted according to the Exchange Ratio.

ARTICLE 3

SHFHC REPRESENTATIONS AND WARRANTIES

3.1 SHFHC Representations and Warranties. Except as set forth in the correspondingly numbered section of the Disclosure Schedule delivered to ADI by SHFHC on the date of this Agreement (if any), SHFHC represents and warrants to ADI as follows:

(a)	SHFHC is a corporation duly organized and validly existing under the laws of the State of Colorado and is in good standing;

(b)	SHFHC has the subsidiaries set forth in Section 3.1(b) of the Disclosure Schedule;

(c)	as of the date hereof:

(i)

the authorized capital of SHFHC consists of 100,000,000 shares of SHFHC common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of November 1, 2012, 7,963,890 shares of SHFHC common stock and no preferred shares in the capital of SHFHC were issued and outstanding; and

(ii)	SHFHC has options, warrants, convertible notes and other derivatives outstanding, as set forth in Section 3.1(c) of the Disclosure Schedule.

(d)	immediately prior to the Effective Time, SHFHC will have 7,963,890 common shares issued and outstanding.

(e)

the SHFHC Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability, (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger; and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by the Company’s stockholders.

(f)

SHFHC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by SHFHC and the consummation by SHFHC of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of SHFHC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by written consent in lieu of a meeting by the holders of a majority of the then-outstanding shares of SHFHC Common Stock and the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by SHFHC and, assuming the due authorization, execution and delivery by ADI and Merger Sub, constitutes a legal, valid and binding obligation of SHFHC, enforceable against SHFHC in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity). To the knowledge of SHFHC, no other state takeover statute is applicable to the Merger or the other transactions contemplated by this Agreement;

(g)	neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which SHFHC is a party, or any Law, rules or regulations to which SHFHC or its properties is subject;

(h)

there are no undisclosed actions, suits or proceedings, pending or, to the knowledge of SHFHC, threatened against SHFHC at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and SHFHC is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

(i)	management’s financial statements of SHFHC as at and for the nine months ended September 30, 2012, are true, correct and complete in all material respects and present fairly the financial condition of SHFHC as at the end of such period;

(j)

SHFHC is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of SHFHC, no investigation or other proceedings involving SHFHC are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

(k)	SHFHC does not have any liability or obligation, whether accrued, absolute, contingent or otherwise in excess of $10,000, except as reflected on the balance sheet dated September 30, 2012.

(l)	there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of SHFHC, threatened against SHFHC before any court, regulatory or administrative agency or tribunal;

(m)	SHFHC is not, and as at closing, will not be, in default or in breach of any material contract, agreement or like commitment;

(n)

SHFHC has good and marketable title to all of the material property or assets, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights are necessary for the conduct of the business of SHFHC as currently conducted or contemplated to be conducted, SHFHC knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights;

(o)

any and all of the agreements and other documents and instruments pursuant to which SHFHC hold its property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and none of SHFHC or its subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which SHFHC or its subsidiaries derive an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid.

(p)

SHFHC has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar Laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is carried.

(q)

(o) SHFHC owns or possesses sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights reasonably necessary to conduct its business. To SHFHC’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of any persons.

ARTICLE 4

ADI AND MERGER SUB REPRESENTATIONS AND WARRANTIES

4.1 ADI Representations and Warranties. Except as set forth in the correspondingly numbered section of the disclosure letter delivered to SHFHC by ADI on the date of this Agreement (if any), ADI and Merger Sub each represent and warrant to SHFHC as follows subject to the disclosure schedule delivered to SHFHC herewith:

(a)	Each of ADI and Merger Sub is a corporation duly organized and validly existing under the laws of the State of Colorado and:

(i)	ADI is not in material default of its continuous disclosure obligations under any applicable securities laws;

(ii)	Each of ADI and Merger Sub is in good standing; and

(iii)

The common shares of ADI are quoted on the NASD Over the Counter Bulletin Board (the “OTCBB”);

(b)	ADI has no subsidiaries other than Merger Sub.

(c)	as of the date hereof:

(i)	the authorized capital of ADI consists of 50,000,000 shares of common stock, no par value, and 1,000,000 shares of preferred stock, no par value. At the Closing Date, 650,000 shares of ADI common stock and no shares of ADI preferred stock were issued and outstanding.

(ii)	ADI has no derivative securities issued and outstanding.

(iii)

the authorized capital of Merger Sub consists of 100 shares of common stock and no shares of preferred stock. As of the date of this Agreement, 100 shares of common stock in the capital of Merger Sub were issued and outstanding; and

(iv)	Merger Sub has no options, warrants or other convertible securities issued or outstanding.

(d)	the ADI common shares issuable pursuant to the Merger will, upon their issuance, be validly issued and outstanding, fully paid and non-assessable common shares of ADI and will form part of a class of shares that is quoted on the OTCBB at the Effective Time.;

(e)

the ADI Board, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger and the Share Issuance are fair to and in the best interests of ADI and its stockholders, and (ii) approved this Agreement, the Merger and the Share Issuance. No approval of the ADI stockholders is required for the Share Issuance.

(f)

Each of ADI and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by ADI and Merger Sub and the consummation by ADI and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of ADI or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the CBCA); this Agreement has been duly and validly executed and delivered by ADI and Merger Sub and, assuming due authorization, execution and delivery by SHFHC, constitutes a legal, valid and binding obligation of each of ADI and Merger Sub, enforceable against each of ADI and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity);

(g)	neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which ADI is a party, or any Law, rules or regulations to which ADI or its properties is subject;

(h)	all consents, approvals, permits, authorizations or filings as may be required for the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been or will, prior to Closing, be made or obtained, as applicable;

(i)

ADI has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits;

(j)

there are no actions, suits or proceedings, pending or, to the knowledge of ADI, threatened against ADI, at Law or in equity, or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign (“Governmental Authority”), and ADI is not aware of any existing grounds on which any action, suit or proceeding might be commenced with any reasonable likelihood of success;

(k)

the audited financial statements of ADI for the year ended December 31, 2011 have been prepared in accordance with generally accepted accounting principles (except as required to comply with SEC reporting obligations), are true, correct and complete in all material respects and present fairly the financial condition of ADI as at the end of such periods;

(l)

ADI is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of ADI, no investigation or other proceedings involving ADI which may operate to prevent or restrict trading of any securities of ADI are currently in progress or pending before any applicable stock exchange or securities regulatory authority;

(m)	ADI does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise, not reflected in its latest publicly-disclosed financial statements;

(n)	there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of ADI, threatened against ADI before any court, regulatory or administrative agency or tribunal;

(o)

ADI has filed with the securities regulatory authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any schedules included therein, are referred to in this subsection as the “ADI Documents”). The ADI Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation (as defined or interpreted by securities regulatory authorities) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, not misleading; and (ii) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all securities regulatory authorities having jurisdiction over ADI, except where such non-compliance has not had and would not reasonably be expected to have a material adverse effect on ADI. ADI has not filed any confidential material change or other report or other document with any securities regulatory authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential;

(p)

ADI has filed all federal, state, or local income tax returns required to be filed by it from inception to the date hereof. None of such federal income tax returns have been examined by the Internal Revenue Service. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

(q)	ADI is not, and as at Closing, will not be, in default or in breach of any material contract, agreement or like commitment;

(r)

ADI has good and marketable title to all of the material property or assets thereof to the extent described in the ADI Documents, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the ADI Documents, and no other property rights are necessary for the conduct of the business of ADI as currently conducted or contemplated to be conducted, ADI knows of no claim or basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, and except as disclosed in the ADI Documents;

(s)

any and all of the agreements and other documents and instruments pursuant to which ADI holds its property and assets (including any interest in, or right to earn an interest in, any property), directly or indirectly, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and ADI is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and there has been no material default under any lease, licence or claim pursuant to which ADI derive an interest in such property or assets and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid. The interests of, or rights of ADI to earn an interest in, any property are not subject to any right of first refusal, purchase, acquisition, back-in or other similar rights which are not disclosed in the ADI Documents;

(t)

ADI has conducted and is conducting its business in compliance in all material respects with all applicable environmental protection legislation, regulations or by-laws or other similar laws, by-laws, rules and regulations or other lawful requirements of each jurisdiction in which its business is conducted;

(u)	no regulatory authority having jurisdiction has issued any order preventing or suspending trading of any currently outstanding securities of ADI; and

(v)	Merger Sub has not conducted any business prior to the date hereof and has, and at the Effective Time will have, no assets liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger.

ARTICLE 5

ACCESS TO INFORMATION; COVENANTS

5.1 Access to Information. Each of SHFHC and ADI hereby agree to continue allowing the other party and its agents and advisors, until the closing of the Merger, all reasonable access to their (and their subsidiaries’) respective files, books, records, properties, assets, operations, personnel and offices and will provide the other party with any and all information reasonably requested relating to taxes, commitments, contracts, leases, licenses and real, personal and intangible property and financial condition, results of operations, business and prospects (including forecasts and projections) and will cause its accountants, agents and other advisers to cooperate with the other party and its agents in making all such information available.

5.2 Approvals. SHFHC and ADI covenant and agree to use all reasonable commercial efforts to obtain as soon as practicable any required regulatory and stockholder approvals.

5.3 Interim Covenants. Except as disclosed in the disclosure schedule attached hereto (if any), each of SHFHC and ADI agrees that from the date hereof until completion of the Merger or termination of this Agreement it will:

(a)	operate its business in the ordinary course;

(b)	comply with all requirements which applicable Law may impose on it with respect to the Merger;

(c)

promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained herein;

(d)	use best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it to consummate the transactions contemplated hereby;

(e)

cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(f)	incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice and with the prior written consent of the other party;

(g)

not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible options or warrants or the conversion of presently outstanding notes) or reach any agreement or understanding with any other party to issue any securities of it without the prior written consent of the other party;

(h)	not amend its Articles of Incorporation or Bylaws;

(i)

not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;

(j)	not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;

(k)	not incur or become liable upon any indebtedness in respect of the obligation of any other person;

(l)	not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;

(m)

not (i) satisfy or settle any claims or liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;

(n)	not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to stockholders;

(o)

not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;

(p)	not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any material tax election inconsistent with past practice; and

(q)	cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein.

5.4 ADI Board. As promptly as possible after the Effective Time, and consistent with all applicable regulatory requirements, ADI shall take all such action as may be necessary to cause XX Xxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxx to be appointed to the ADI Board to serve until the next annual election of directors of ADI.

5.5 Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of SHFHC or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of SHFHC or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of SHFHC acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under applicable Laws with respect to the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Merger and the other transactions contemplated hereby, including, without limitation, using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the SHFHC or ADI as are necessary for the consummation of the Merger and the other transactions contemplated hereby.

5.6 Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, ADI nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions. Completion of the Merger is subject to the fulfilment, or waiver by the party entitled to the benefit of the condition, of the conditions precedent set forth in this Article 6. The parties hereto will use all reasonable commercial efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in this Article 6, and will use all commercially reasonable efforts to complete the Merger as promptly as possible.

The obligations of SHFHC and ADI to complete the Merger will be subject to the following conditions precedent:

(a)	this Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders of SHFHC in accordance with the CBCA and SHFHC’s Articles of Incorporation;

(b)

no provision of any applicable Law shall be in effect, and no judgment, injunction, order or decree shall have been entered since the date of this Agreement and shall be in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of the Merger, except where the violation of such Law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material adverse effect on SHFHC or a material adverse effect on ADI.

(c)	the holders of Shares shall provide information to ADI that ADI determines to be reasonably necessary to establish an exemption from all applicable registration requirements.

6.2 Additional Conditions to the Obligations of ADI.

ADI’s obligations to complete the Merger will be subject to the following conditions precedent:

(a)	the representations and warranties of SHFHC in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at the time of closing of the Merger, and SHFHC shall so certify at Closing;

(b)	SHFHC shall have complied and duly performed in all material respects with its covenants in this Agreement;

(c)	the board of directors of SHFHC shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by SHFHC to permit the completion of the Merger;

(d)	there shall have been no adverse material change in the business and affairs of SHFHC, or any event, occurrence or development which would materially and adversely affect the ability of SHFHC to complete the Merger;

(e)

Each person receiving ADI common stock as Merger Consideration shall be an accredited investor and/or provide other information to ADI that ADI determines to be reasonably necessary to establish an exemption from all applicable registration requirements.

6.3 Additional Conditions to the Obligations of SHFHC.

SHFHC’s obligation to complete the Merger will be subject to the following conditions precedent:

(a)	the representation and warranties of ADI in this Agreement shall be true and correct in all material aspects as of the date of this Agreement and at the time of closing of the Merger, and ADI shall so certify at Closing;

(b)	ADI shall have complied and duly performed in all material respects with its covenants in this Agreement;

(c)	the board of directors of ADI shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADI to permit the completion of the Merger;

(d)	there shall have been no adverse material change in the business and affairs of ADI, or any event, occurrence, or development which could materially and adversely affect the ability of ADI to complete the Merger;

ARTICLE 7

TERMINATION

7.1 Termination. This Agreement may be terminated:

(a)	by the mutual consent of SHFHC and ADI (without the need for any action on the part of their respective stockholders);

(b)	by SHFHC if the SHFHC stockholders shall not have approved the Merger by the requisite vote prior to the Closing Date;

(c)	upon notice by one party to the other:

(d)	upon notice by SHFHC to ADI if any condition for the benefit of SHFHC set forth in Article 6 (including mutual conditions) has not been satisfied or waived by SHFHC; or

(e)	upon notice by ADI to SHFHC if any condition for the benefit of ADI set forth in Article 6 (including mutual conditions) has not been satisfied or waived by ADI.

ARTICLE 8

GENERAL

8.1 Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:

“Agreement” has the meaning assigned to it in the Recital.

“Closing” has the meaning assigned to it in Section 1.2.

“Closing Date” has the meaning assigned to it in Section 1.2.

“Certificate” has the meaning assigned to it in Section 2.1(c).

“Articles of Merger” has the meaning assigned to it in Section 1.3.

“CBCA” has the meaning assigned to it in Section 1.1.

“SHFHC” has the meaning assigned to it in the Recital.

“Effective Time” has the meaning assigned to it in Section 1.3.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agent” has the meaning assigned to it in Section 2.2(a).

“Governmental Authority” has the meaning assigned to it in Schedules “A”(i) and “B”(i).

“Law” means any federal, national, supranational, state, provincial, local or similar constitution, statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“Merger” has the meaning assigned to it in Section 1.1.

“Merger Sub” has the meaning assigned to it in the Recital.

“Merger Consideration” has the meaning assigned to it in Section 2.1(b).

“ADI” has the meaning assigned to it in the Recital.

“ADI Documents” has the meaning assigned to it in Section 4.1(o).

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share” and “Shares” have the meaning assigned to them in Section 2.1(a).

“Surviving Corporation” has the meaning assigned to it in Section 1.1.

“SHFHC Rights” has the meaning assigned to it in Section 2.5.

8.2 Binding Agreement. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

8.3 Time. Time is of the essence of this Agreement.

8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Colorado.

8.5 Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

8.6 Confidentiality. Neither ADI nor SHFHC shall make any public announcement concerning the Merger or related negotiations without the other party’s prior written approval, except as may be required by Law or rule of any stock exchange or quotation system. If such an announcement is required by Law or rule of any stock exchange or quotation system, the party required to make the announcement shall inform the other party of the contents of the announcement proposed to be made and shall use its reasonable efforts to obtain the other party’s approval for the announcement, which approval may not be unreasonably withheld.

8.7 Interpretation; Construction.

(a)

The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the disclosure letter (if any) delivered with this Agreement.

(b)

The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

8.8 Notice. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), or (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.8):

If to ADI or Merger Sub, to:

Art Dimensions, Inc.

0000 X. Xxxxx Xxxxxx

Xxxxxxxxx, XX 00000

Email: xxxxxxxxx@xxxxx.xxx

Attn: Xxxxxxx Xxxxxxxx, CEO

with a copy (which will not constitute notice to ADI or Merger Sub) to:		Xxxx & Trinen, L.L.P. 0000 Xxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Email: xxxxxxxxxx@xxx.xxx Xxxxxxx X. Xxxx, Esq.
If to SHFHC, to:		Xxxx Xxxxxx, President 0 X. Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxxxxxxx.xxx Attn: Xxxx Xxxxxx, President
with a copy (which will not constitute notice to SHFHC) to:		Xxxxx, Figa & Will, P.C. 0000 X. Xxxxxxxx Xxxxx Xxxxxx, #0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: 000-000-0000 Email: xxxxxxxxxx@xxxxxx.xxx Attention: Xxxxxxx X. Xxxxxxxxx, Esq.

or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.

8.9 Entire Agreement. This Agreement (including the Exhibits to this Agreement) and the disclosure schedules to be delivered with this Agreement constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement and the disclosure schedules (other than an exception expressly set forth as such disclosure schedules), the statements in the body of this Agreement will control.

8.10 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

8.11 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

8.12 Remedies. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

8.13 Counterparts. This Agreement may be signed in one or more counterparts, originally or by facsimile, each such counterpart taken together will form one and the same agreement.

8.16 Attorneys’ Fees. Each of the parties hereto shall be responsible to pay its respective attorneys’ fees incurred in connection with the negotiation and drafting of this Agreement. In the event of any action by any party hereto to enforce this Agreement, or any other agreement delivered pursuant hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

IN WITNESS WHEREOF, SHFHC, ADI and Merger Sub have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ART DIMENSIONS, INC.

By: /s/ Xxxxxxx Xxxxxxxx

Xxxxxxx Xxxxxxxx, CEO

ADI ACQUISITION CORP.

By: /s/ Xxxxxxx Xxxxxxxx

Xxxxxxx Xxxxxxxx, President

SOUTHERN HOSPITALITY FRANCHISEE HOLDING CORPORATION

By: /s/ XX Xxxx

XX Xxxx, Chairman

Signature Page to Agreement and Plan of Merger and Reorganization

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

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