AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2015 by and among KATSU- GLENDALE, LLC, SBEEG HOLDINGS, LLC, SBE/KATSUYA USA, LLC, THE ONE GROUP HOSPITALITY, INC., and WASABI ACQUISITION GLENDALE, LLC,Agreement and Plan of Merger • July 10th, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made as of July 9, 2015 by and among Katsu-Glendale, LLC, a California limited liability company (the “Company”), SBEEG Holdings, LLC, a Delaware limited liability company (“SBEEG”), SBE/Katsuya USA, LLC, the manager of the Company (the “Manager”), The ONE Group Hospitality, Inc., a Delaware corporation (“Parent”), and Wasabi Acquisition Glendale, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). The Company, Parent, Merger Sub and SBEEG are collectively referred to herein as the “Parties” and individually each as a “Party.”
ASSET PURCHASE AGREEMENT BY AND AMONG SBEEG HOLDINGS, LLC, SBE RESTAURANT GROUP, LLC, SBE/KATSUYA MIDDLE EAST, LLC AND SBE LICENSING, LLC Collectively as Seller Entities WASABI HOLDINGS, LLC as Buyer AND THE ONE GROUP HOSPITALITY, INC. as Parent Dated...Asset Purchase Agreement • July 10th, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2015, is made by and among SBEEG HOLDINGS, LLC, a Delaware limited liability company (“SBEEG”), SBE RESTAURANT GROUP, LLC, a Nevada limited liability company (formerly a California limited liability company) (“SBERG”), SBE/Katsuya Middle East, LLC, a Delaware limited liability company (“East”) and SBE Licensing, LLC, a Delaware limited liability company (“SBE Licensing” and, together with SBEEG, Brentwood, SBERG and East, the “Seller Entities” and individually, a “Seller Entity”), Wasabi Holdings, LLC, a Delaware limited liability company (“Buyer”) and THE ONE GROUP HOSPITALITY, INC., a Delaware corporation (“Parent”).
