RIGHTS AGREEMENT Dated as of December 5, 2018 between DEL FRISCO’S RESTAURANT GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentRights Agreement • December 6th, 2018 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
This Rights Agreement (this “Agreement”), dated as of December 5, 2018, is between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
11,250,000 Shares Del Frisco’s Restaurant Group, Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2018 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,250,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 11,250,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,687,500 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this agreement (the “Agreement”) are herein collectively called the “Securities.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 27th, 2018 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
This CREDIT AGREEMENT, dated as of June 27, 2018 among DEL FRISCO’S RESTAURANT GROUP, INC. (the “Borrower”), a Delaware corporation, the lenders from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
AGREEMENT AND PLAN OF MERGER by and among HARLAN PARENT, INC. HARLAN MERGER SUB, INC. and DEL FRISCO’S RESTAURANT GROUP, INC. Dated as of June 23, 2019Agreement and Plan of Merger • June 24th, 2019 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 23, 2019, by and among Harlan Parent, Inc., a Delaware corporation (“Parent”), Harlan Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Del Frisco’s Restaurant 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 Article I or elsewhere in this Agreement.
130,000,000 CREDIT AGREEMENT among LSF5 WAGON INVESTMENTS, LLC, as Wagon Investments, CENTER CUT HOSPITALITY, INC. (f/k/a Lone Star Steakhouse & Saloon, Inc.), as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BARCLAYS CAPITAL and WELLS...Credit Agreement • October 23rd, 2007 • Del Frisco's Restaurant Group, LLC • New York
5,386,667 Shares Del Frisco’s Restaurant Group, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2013 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
The shareholder of Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), named on Schedule II hereto (the “Selling Shareholder”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 5,386,667 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Shareholder also proposes to sell at the Underwriters’ option an aggregate of up to 808,000 additional shares of Common Stock (the “Option Shares”) as set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2012 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 26, 2012 by and among Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and LSF5 Wagon Holdings, LLC (the “Original Holder”).
—] Shares Del Frisco’s Restaurant Group, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 16th, 2013 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
The shareholder of Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), named on Schedule II hereto (the “Selling Shareholder”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [—] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Shareholder also proposes to sell at the Underwriters’ option an aggregate of up to [—] additional shares of Common Stock (the “Option Shares”) as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 20 (the “Effective Date”) by and between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2019 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
This Amended Employment Agreement (“Agreement”) is made as of the 23rd day of April, 2018 (the “Effective Date”) between April Scopa, (“Executive”), an individual, and DFRG Management, LLC., a Delaware corporation (the “Company” or DFRG Management), and supersedes all other agreements between the Parties, including that certain Employment Agreement between Executive and Center Cut Hospitality, Inc.
ASSET ADVISORY AGREEMENT LONE STAR STEAKHOUSE & SALOON, INC.Asset Advisory Agreement • April 16th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of December 13, 2006, by and between HUDSON ADVISORS, L.L.C., a Texas limited liability company (“Manager”), and LONE STAR STEAKHOUSE & SALOON, INC., a Delaware corporation (“Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND V (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places
This Executive Employment Agreement (this “Agreement”) is made as of the 17th day of October, 2011 (the “Effective Date”) between Thomas J. Pennison, Jr. (“Executive”), an individual, and Center Cut Hospitality, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings given to them in Section 5 below.
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
This Employment Agreement (“Agreement”), is effective as of January 25, 2012 (“Effective Date), and is between William S. Martens, III (“Employee”) and Center Cut Hospitality, Inc. (the “Company”) (collectively, “Parties”).
ASSET AND EQUITY PURCHASE AGREEMENT dated as of September 17, 2018 by and between DEL FRISCO’S RESTAURANT GROUP, INC. andAsset and Equity Purchase Agreement • September 19th, 2018 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • Delaware
LOAN AGREEMENT dated as of October 15, 2012 between DEL FRISCO’S RESTAURANT GROUP, INC.,Loan Agreement • March 27th, 2018 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • Texas
THIS LOAN AGREEMENT (this “Loan Agreement”) is dated October 15, 2012, by and between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (“Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (“Lender”).
SUBSCRIPTION AGREEMENT (Jon Howie) LSF5 Wagon Holdings, LLC April 30, 2007Subscription Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Delaware
The undersigned (the “Subscriber”) understands that LSF5 Wagon Holdings, LLC, a Delaware limited liability company (the “Company”), is offering for sale to the Subscriber Class B Interests, Class C Interests and/or Class D Interests (collectively, the “Interests”), as defined in the Amended and Restated Limited Liability Company Agreement of LSF5 Wagon Holdings, LLC dated as of February 5, 2007 (the “LLC Agreement”), as indicated on the signature page of this Agreement. The Subscriber acknowledges that it is not acting on the basis of any representations or warranties other than those contained in Section 5 and understands that the offering of the Interests (the “Offering”) is being made without registration of the Interests under the Securities Act of 1933, as amended (the “Securities Act”). or any securities, “blue sky” or other similar laws of any state or foreign jurisdiction (“State Securities Laws”). Capitalized terms used and not defined have the meaning given to them in the LLC
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2012 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
This Executive Employment Agreement (this “Agreement”) is made as of the 12th day of November, 2012 (the “Effective Date”) between Jeff Carcara (“Executive”), an individual, and Center Cut Hospitality, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings given to them in Section 5 below.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 4th, 2019 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
Amendment No. 1, dated as of February 1, 2019 (this “Amendment”), to the Rights Agreement, dated as of December 5, 2018 (the “Rights Agreement”), between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of July 23, 2012 by and among Del Frisco’s Restaurant Group, LLC, a Delaware limited liability company (the “Company”), Hudson Advisors LLC (“HAL”), a Texas limited liability company and Hudson Americas LLC (“HAM”), a Delaware limited liability company (together with HAL, “Hudson”).
TERMINATION AGREEMENTTermination Agreement • July 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
THIS TERMINATION AGREEMENT, dated as of July 23, 2012 (this “Agreement”), between HUDSON AMERICAS LLC (“Manager”), a Delaware limited liability company and successor in interest to Hudson Advisors, L.L.C., a Texas limited liability company (the “Former Manager”), CENTER CUT HOSPITALITY, INC., a Delaware corporation formerly known as Lone Star Steakhouse & Saloon, Inc. (“Owner”), and LONE STAR FUND V (U.S.), L.P., a Delaware limited partnership (the “Fund”), is entered into with respect to that certain Asset Advisory Agreement, dated as of December 13, 2006 (the “Advisory Agreement”) by and between the Former Manager, Owner and, for purposes of Section 7(a) thereof, the Fund.
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • New York
This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made and entered into as of August 24, 2011 (the “Effective Date”), by and among CENTER CUT HOSPITALITY, INC., a Delaware corporation (“Company”), DEL FRISCO’S RESTAURANT GROUP, LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto, GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent (in such capacity, “Administrative Agent”), and the Lenders party hereto.
SIXTH AMENDMENT TO LOAN AGREEMENT AND CONSENTLoan Agreement and Consent • October 25th, 2017 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
This SIXTH AMENDMENT TO LOAN AGREEMENT AND CONSENT (this “Amendment”) is made and entered into as of October ___, 2017, by and between DEL FRISCO’S RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (the “Lender”), and acknowledged and agreed to by each Guarantor.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 2nd, 2015 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
This SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2015, by and between DEL FRISCO’S RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (the “Lender”), and acknowledged and agreed to by each Guarantor.
EMPLOYMENT AGREEMENTExecution Version Employment Agreement • May 8th, 2017 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • Texas
This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2017 (the “Effective Date”) between Neil Thomson, (“Executive”), an individual, and Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”).
Form of Registration Rights AgreementForm of Registration Rights Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ , 20__] by and among [ ], a [Delaware] corporation, (the “Company”), and each holder of a Deficiency Note (as defined below) listed on Schedule 1 hereto (each such holder, individually, an “Investor” and, collectively, the “Investors”).
LSF5 WAGON HOLDINGS, LLCDel Frisco's Restaurant Group, LLC • January 24th, 2012 • Retail-eating places
This letter (this “Letter”) will confirm our agreement that in the event of (i) a Qualified Public Offering or Secondary Public Offering as a result of which the percentage of the aggregate common equity of the Public Company held directly or indirectly by Wagon is no longer greater than 50% or (ii) a Sale, you shall have the right (but not the obligation), upon your written request dated and delivered to Wagon no later than five (5) days after such event (the “Election Notice”), to require Wagon to purchase from you all (but not less than all) of the Class B Interests (as such term is defined in the LLC Agreement) you then hold, if any (the “Subject Interests”), for an amount (the “Purchase Price”) equal to the sum of (i) $250,000 minus (ii) all distributions of Available Cash (as defined in the LLC Agreement), if any, paid to you on or before the date on which such purchase is consummated. The Purchase Price shall be paid to you in cash or by wire transfer to an account designated by
LSF5 WAGON HOLDINGS, LLCDel Frisco's Restaurant Group, LLC • January 24th, 2012 • Retail-eating places • Texas
As a highly valued senior executive of Center Cut Hospitality, Inc., a Delaware corporation (together with its successors and assigns, “CCH”), you (also referred to herein as “Employee”) are being given the opportunity to earn bonus compensation tied to a successful Sale (as defined below) or Qualified Public Offering (as defined below). This letter agreement (this “Letter”) sets forth the terms of this opportunity, which have been designed so that you will not be required to make any future financial investment in Wagon, DFRG, CCH, or the Company (including any Public Company) (collectively, the “Company Group”) or incur an immediate tax obligation in connection with the award of this opportunity. This opportunity is designed to align your interests with the interests of the Company’s investors, and, except as specifically provided below in this Letter, is provided in addition to, and not in lieu of, any existing equity, bonus, or other compensation plan arrangement you currently have
COOPERATION AGREEMENTCooperation Agreement • February 4th, 2019 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • Delaware
This Cooperation Agreement, dated as of February 1, 2019 (this “Agreement”), is by and among Del Frisco’s Restaurant Group, Inc. (the “Company”) and the persons and entities set forth on Schedule A hereto (the “Engaged Group,” and, for clarity and as applicable, including each member thereof acting individually).
NON-COMPETITION, CONFIDENTIALITY, AND NON-SOLICITATION AGREEMENTAnd Non-Solicitation Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places
THIS AGREEMENT dated 7 - 13 - 99, is by and between Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the “Corporation”), and Thomas George Dritsas (“Manager”).
HUDSON ADVISORS LLC HUDSON AMERICAS LLCHudson Advisors • October 9th, 2013 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
RE: Transition Services Agreement dated on or about August 1, 2012 (as amended, supplemented, restated, or otherwise modified from time to time, the “Agreement”) by and between Hudson Americas LLC, Hudson Advisors LLC, and Del Frisco’s Restaurant Group, Inc.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 17th, 2019 • Del Frisco's Restaurant Group, Inc. • Retail-eating places
This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), is dated as of June 17, 2019 and is made by and among DEL FRISCO’S RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified on the signature pages hereof, the lenders identified on the signature pages hereof (each a “Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 7th, 2018 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • Texas
This Separation Agreement and General Release ("Agreement") is entered into this 5th day of May, 2017, between Thomas J. Pennison, Jr. ("Executive") and Center Cut Hospitality, Inc. a Delaware Corporation ("Employer"). Executive and Employer are sometimes collectively referred to herein as the “Parties,” and individually, a “Party.” The “Effective Date” of this Release Agreement shall be the eighth (8th) day after this Agreement has been signed by Executive and the revocation period described in Section 16 of this Separation Agreement and General Release (the “Agreement”) has expired and Executive has not exercised his right of revocation.
JOINDER AGREEMENTJoinder Agreement • February 27th, 2019 • Del Frisco's Restaurant Group, Inc. • Retail-eating places • New York
JOINDER AGREEMENT, dated as of February 26, 2019 (this “Agreement”), by and among JPMorgan Chase Bank, N.A. (the “Incremental Term Loan Lender”), DEL FRISCO’S RESTAURANT GROUP, INC., Delaware a corporation (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2007 • Del Frisco's Restaurant Group, LLC • Delaware
This Indemnification Agreement (this "Agreement") is made and entered into as of , 2007, by and between (the "Indemnitee"), and Del Frisco's Restaurant Group, Inc., a Delaware corporation (the "Company").
EQUITY SURRENDER AND RELEASE AGREEMENTEquity Surrender • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Delaware
This Equity Surrender and Release Agreement (this “Agreement”) is entered into as of May 26, 2011 (the “Effective Date”), by and between LSF5 COI Holdings, LLC, a Delaware limited liability company (“COI”), and Jon Howie (“Employee”).
