AGREEMENT AND PLAN OF MERGER by and among FOX & HOUND RESTAURANT GROUP, F&H ACQUISITION CORP. and NPSP ACQUISITION CORP. Dated as of January 30, 2006Agreement and Plan of Merger • February 2nd, 2006 • Fox & Hound Restaurant Group • Retail-eating places • Delaware
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 30, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), F&H Acquisition Corp., a Delaware corporation ("Purchaser"), and NPSP Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), and solely for purposes of Section 8.15, Newcastle Partners, L.P., a Texas limited partnership ("NP"), and Steel Partners II, L.P., a Delaware limited partnership (together with NP, the "Sponsors").
TERMINATION AGREEMENTTermination Agreement • February 2nd, 2006 • Fox & Hound Restaurant Group • Retail-eating places • Delaware
This Termination Agreement (this "Termination Agreement") is entered into as of, and effective as of, February 1, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), Fox Acquisition Company, a Delaware corporation ("Purchaser"), F&H Finance Corp., a Delaware corporation ("Merger Sub"), and Levine Leichtman Capital Partners III, L.P., a California limited partnership ("LLCP"), in connection with the Amended and Restated Agreement and Plan of Merger, dated as of January 17, 2006 (the "Merger Agreement"), by and among the Company, Purchaser, Merger Sub and, solely with respect to Section 8.15 of the Merger Agreement, LLCP. Capitalized terms used herein but not defined herein shall have the meaning given them in the Merger Agreement.
