AGREEMENT AND PLAN OF MERGER BY AND AMONG MAX & ERMA’S RESTAURANTS, INC., G&R ACQUISITION, INC. AND G&R ACQUISITION SUBSIDIARY, INC. DATED AS OF APRIL 28, 2008Merger Agreement • May 12th, 2008 • G&R Acquisition, Inc. • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 28, 2008, by and among MAX & ERMA’S RESTAURANTS, INC., a Delaware corporation (the “Company”), G&R Acquisition, Inc., a Delaware corporation (the “Acquiror”), and G&R Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (the “Merger Sub”) (the Merger Sub and the Company sometimes being referred to hereinafter as the “Constituent Corporations”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • May 12th, 2008 • G&R Acquisition, Inc. • Retail-eating places • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of April 28, 2008, is entered into by and among G&R Acquisition, Inc., a Delaware corporation (the “Parent”), G&R Acquisition Subsidiary, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”), and certain stockholders of Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • May 12th, 2008 • G&R Acquisition, Inc. • Retail-eating places • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of April 28, 2008, is entered into by and among G&R Acquisition, Inc., a Delaware corporation (the “Parent”), G&R Acquisition Subsidiary, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”), and certain stockholders of Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 12th, 2008 • G&R Acquisition, Inc. • Retail-eating places
This will confirm the agreement by and between the undersigned that the statement on Schedule 13D (the “Schedule”) filed on or about this date to which this Agreement is an exhibit, is being filed by and on behalf of each of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Schedule is filed (i) is responsible for the timely filing of such Schedule and any amendments thereto and the completeness and accuracy of the information concerning such person contained therein, and (ii) is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
