AGREEMENT AND PLAN OF MERGER among COUNTRY STYLE COOKING RESTAURANT CHAIN HOLDING LIMITED, COUNTRY STYLE COOKING RESTAURANT CHAIN MERGER COMPANY LIMITED and COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. Dated December 17, 2015Merger Agreement • January 7th, 2016 • Country Style Cooking Restaurant Chain Co., Ltd. • Retail-eating places • New York
AGREEMENT AND PLAN OF MERGER, dated December 17, 2015 (this “Agreement”), among Country Style Cooking Restaurant Chain Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Country Style Cooking Restaurant Chain Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Country Style Cooking Restaurant Chain Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • January 7th, 2016 • Country Style Cooking Restaurant Chain Co., Ltd. • Retail-eating places • New York
Limited Guarantee, dated as of December 17, 2015 (this “Limited Guarantee”), by Regal Fair Holdings Limited (“Regal Fair”), Sky Success Venture Holdings Limited (“Sky Success”), SIG China Investments One, Ltd. (“SIG China”, together with Regal Fair and Sky Success, the “Guarantors”, and each a “Guarantor”), in favor of Country Style Cooking Restaurant Chain Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Guaranteed Party, Country Style Cooking Restaurant Chain Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Country Style Cooking Restaurant Chain Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Paren
