AGREEMENT AND PLAN OF MERGER by and among REAL MEX RESTAURANTS, INC. RM RESTAURANT HOLDING CORP. and RM INTEGRATED, INC. Dated August 17, 2006Merger Agreement • August 23rd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
AGREEMENT AND PLAN OF MERGER, dated August 17, 2006, by and among Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), RM Restaurant Holding Corp., a Delaware corporation (“Parent”), RM Integrated, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Newco”), and joined in by Bruckmann, Rosser, Sherrill & Co., Inc., as representative for the benefit of the Former Securities Holders solely for purposes of Sections 2.10 and 9.1 hereof (the “Representative”).
MUTUAL SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • August 23rd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
THIS MUTUAL SETTLEMENT AGREEMENT AND RELEASE (This “Settlement Agreement”) is entered into as of this 17th day of August, 2006 by and among Real Mex Restaurants, Inc., a Delaware corporation (“Real Mex Restaurants”), CKR Acquisition Corp., a Delaware corporation (“CKR, and, together with Real Mex Restaurants, “Real Mex”), J.W.Childs Equity Partners, L.P., a Delaware limited partnership (“JW Childs Partners”) and JWC Chevys Co-Invest, LLC, a Delaware limited liability company (“JWC”, and together with JW Childs Partners, “JW Childs”).
