ex10-1.htm


    
      
Exhibit
10.1

    


    CERTIFICATE
OF MERGER

    


    MERGING

    


    BHI
MERGERSUB, INC.

    


    WITH
AND INTO

    


    BENIHANA
INC.

    


    (Pursuant
to Section 251 of the

    Delaware
General Corporation Law)

    


    Benihana
Inc., a corporation organized and existing under the Delaware General
Corporation Law, does hereby certify:

    


    FIRST:   The name and state
of incorporation of each of the constituent corporations in the merger
are:

    


    (i)    BHI
Mergersub, Inc., which is incorporated under the laws of the State of Delaware;
and

    


    (ii)   Benihana Inc.,
which is incorporated under the laws of the State of Delaware.

    


    SECOND:      An
Agreement and Plan of Merger has been approved, adopted, executed, and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the Delaware General Corporation
Law.

    


    THIRD:          The
name of the surviving corporation in the merger is Benihana Inc.

    


    FOURTH:      The
Certificate of Incorporation of Benihana Inc. shall be the Certificate of
Incorporation of the surviving corporation until amended pursuant to the
provisions of the Delaware General Corporation Law, except that the first
paragraph of Article FOURTH of the Certificate of Incorporation of the surviving
corporation shall be amended in its entirety to state:

    


    FOURTH:       The
aggregate number of shares of all classes of stock which the Corporation shall
have authority to issue is FORTY-NINE MILLION and FIVE HUNDRED THOUSAND
(49,500,000), of which THIRTY-TWO MILLION and FIVE HUNDRED THOUSAND
(32,500,000)
 shares shall be Class
A Common Stock, par value $.10 per share (“Class A Stock”), TWELVE MILLION
(12,000,000) shares shall be Common Stock, par value $.10 per share (“Common
Stock”), and FIVE MILLION (5,000,000) shares shall be Preferred Stock, par value
$1.00 per share.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    FIFTH:           An
executed copy of the Agreement and Plan of Merger between the constituent
corporations is on file at the principal place of business of the surviving
corporation, the address of which is as follows:

    


     8685
Northwest 53rd Terrace

     Miami,
Florida 33166

    


    SIXTH:           A
copy of the Agreement and Plan of Merger between the constituent corporations
will be furnished by the surviving corporation, on request, and without cost, to
any stockholder of any consti­tuent corporation.

    


    SEVENTH:    This
Certificate of Merger shall become effective upon filing.

    


    


    In
witness whereof, the undersigned has caused this Certificate of Merger to be
executed by its duly authorized officer this 23rd day of February,
2010.

    


    


    
      	 
      	BENIHANA
      INC.	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Richard C. Stockinger

            	 
      
	 
      	 
      	
              Name:  Richard
      C. Stockinger

            	 
      
	 
      	 
      	
              Title:  Chief
      Executive Officer

            	 
      


    

     

     

     

    2