AGREEMENT AND PLAN OF MERGERMerger Agreement • July 12th, 2012 • Darden Restaurants Inc • Retail-eating places • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of this 12th day of July, 2012, is by and among Yard House USA, Inc., a Delaware corporation (the “Company”), Darden Restaurants, Inc., a Florida corporation (“Parent”), Stout Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Steele Platt, GSP Consulting, Inc., a California corporation, Carlito Jocson, Jocson Enterprises, Inc., a California corporation, Harald Herrmann, Recipe for Success, Inc., a California corporation, Jeffrey Uttz, Craig Carlyle and TSG5 L.P., a Delaware limited partnership (“TSG”), each as a Party Company Stockholder. The Persons listed above as parties to this Agreement are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined elsewhere in the text of this Agreement have the respective meanings set forth in Article I below.
