0001437749-14-005528 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among APEX RESTAURANT MANAGEMENT, INC., APEX BRANDS FOODS, INC. and MORGAN’S FOODS, INC. dated as of March 30, 2014

Merger Agreement • March 31st, 2014 • Morgans Foods Inc • Retail-eating places • Ohio

• Contract Type
  Merger Agreement
• Filed
  March 31st, 2014
• Company
  Morgans Foods Inc
• Industry
  Retail-eating places
• Jurisdiction
  Ohio

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 30, 2014, by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Morgan’s Foods, Inc., an Ohio corporation (the “Company”).

VOTING AGREEMENT by and among BANDERA MASTER FUND L.P., APEX RESTAURANT MANAGEMENT, INC. and APEX BRANDS FOODS, INC. dated as of March 30, 2014

Voting Agreement • March 31st, 2014 • Morgans Foods Inc • Retail-eating places • Ohio

• Contract Type
  Voting Agreement
• Filed
  March 31st, 2014
• Company
  Morgans Foods Inc
• Industry
  Retail-eating places
• Jurisdiction
  Ohio

This VOTING AGREEMENT, dated as of March 30, 2014 (this “Agreement”), is by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation (“Merger Sub”), and the shareholder of Morgan’s Foods, Inc., an Ohio corporation (the “Company”), set forth on the signature page hereto (the “Shareholder”).