AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. DRY CLEANING CORPORATION, STEAM PRESS HOLDINGS, INC., USDC CAESARS HAWAII, INC., ROBINSON CORP. D/B/A CAESARS CLEANERS, THURSTON JOHN ROBINSON, AND THERESA PAULETTE WINN October 22, 2007Agreement and Plan of Merger • October 26th, 2007 • Us Dry Cleaning Corp • Services-personal services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 22, 2007, by and among U.S. Dry Cleaning Corporation, a Delaware corporation (“Parent”), Steam Press Holdings, Inc., a Hawaii corporation and wholly owned subsidiary of Parent (“SPH”), USDC Caesars Hawaii, Inc., a Hawaii corporation and a wholly owned subsidiary of SPH (“Merger Sub”), Robinson Corp., a Hawaii corporation d/b/a Caesars Cleaners (the “Company”), and, solely for the purposes of ARTICLE III, ARTICLE IX and ARTICLE X of this Agreement, Thurston John Robinson (“Robinson”) and Theresa Paulette Winn (“Winn”), the sole shareholders of the Company (“Sole Shareholders”).
