AGREEMENT AND PLAN OF MERGER by and among DARDEN RESTAURANTS, INC., RUBY ACQUISITION CORPORATION and RUTH’S HOSPITALITY GROUP, INC. Dated as of May 2, 2023Merger Agreement • May 3rd, 2023 • Darden Restaurants Inc • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 2, 2023, by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Ruby Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
