AGREEMENT AND PLAN OF MERGER AMONG BRIAD MAIN STREET, INC., MAIN STREET ACQUISITION CORPORATION, AND MAIN STREET RESTAURANT GROUP, INC. DATED AS OF MAY 19, 2006Merger Agreement • May 22nd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER dated as of May 19, 2006 (this “Agreement”), by and among Briad Main Street, Inc., a Nevada corporation (“Parent”), Main Street Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • May 22nd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 19, 2006, is made between Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, Inc., a Colorado corporation, as rights agent (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , 2006, is made by and between Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”), and the undersigned who is a director, an officer, or both director and officer of the Company (the “Indemnitee”).
