BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER BY AND AMONG JUSTICE HOLDINGS LIMITED, JUSTICE DELAWARE HOLDCO INC., JUSTICE HOLDCO LLC and BURGER KING WORLDWIDE HOLDINGS, INC. Dated April 3, 2012Business Combination Agreement • April 10th, 2012 • Burger King Holdings Inc • Retail-eating places • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 3, 2012, by and among Justice Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“Justice”), Justice Delaware Holdco Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Justice (“New Holdco”), Justice Holdco LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of New Holdco (“Merger Sub LLC”), and Burger King Worldwide Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms shall have the respective meanings ascribed thereto in Article I.
