WARRANT AGREEMENT LEVY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of November 13, 2013Warrant Agreement • November 19th, 2013 • Levy Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 13, 2013, is by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2013 • Levy Acquisition Corp • Blank checks • New York
the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Securities"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. Notwithstanding the foregoing, in the event of an initial business combination as described in the Prospectus consummated within the Unitholder Lock-Up P
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • October 21st, 2019 • Del Taco Restaurants, Inc. • Retail-eating places • New York
This AMENDMENT NO. 4 dated as of September 19, 2019 (this “Amendment”) is by and among (a) SAGITTARIUS RESTAURANTS LLC, a Delaware limited liability company (the “Borrower”), (b) each of the Guarantors signatory hereto, (c) BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) and (d) the lenders signatory hereto and amends that certain Credit Agreement dated as of August 4, 2015 (as amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”) by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent, BANK OF AMERICA, N.A. as L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL, as Co-Syndication Agents, MUFG UNION BANK, N.A., as Documentation Agent, BofA SECURITIES, INC. and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners. Terms not otherwise defined herein which are defined in the Credit Agreeme
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2013, is made and entered into by and among Levy Acquisition Corp., a Delaware corporation (the “Company”), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2013, by and between LEVY ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2013 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of August 5, 2013, is made and entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Levy Acquisition Sponsor, LLC, a Delaware limited liability company (“Buyer”).
AGREEMENT AND PLAN OF MERGER by and among JACK IN THE BOX INC., EPIC MERGER SUB INC. and DEL TACO RESTAURANTS, INC. December 5, 2021Agreement and Plan of Merger • December 7th, 2021 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Del Taco Restaurants, Inc. 3,372,016 Shares Common Stock ($0.0001 par value) Underwriting AgreementDel Taco Restaurants, Inc. • October 30th, 2015 • Retail-eating places • New York
Certain stockholders of Del Taco Restaurants, Inc., a corporation organized under the laws of Delaware (the “Company”) named in Schedule I hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (said shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholders named in Schedule I hereto also propose to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, th
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 5, 2021, is entered into by and among Jack in the Box Inc., a Delaware corporation (“Parent”), upon its formation in accordance with this...Agreement and Plan of Merger • December 6th, 2021 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
November 13, 2013Letter Agreement • November 19th, 2013 • Levy Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company sha
November 13, 2013Letter Agreement • November 19th, 2013 • Levy Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company sha
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [_____], 2013 (the “Agreement”) by and among Levy Acquisition Corp., a Delaware corporation (the “Company”), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Craig J. Duchossois, Marc Simon, Howard Bernick and [___] (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2020 • Del Taco Restaurants, Inc. • Retail-eating places • California
This Employment Agreement (this "Agreement") is made and entered into as of the 14th day of February, 2020, by and between Del Taco LLC, a California limited liability company (the "Company"), and Chad Gretzema (the "Employee").
VOTING AGREEMENTVoting Agreement • December 7th, 2021 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of December 5, 2021, among Jack in the Box Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Holders” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2013 • Levy Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 13, 2013 by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TENDER SUPPORT AGREEMENTTender Support Agreement • July 11th, 2016 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of July 11, 2016, is by and between Del Taco Restaurants, Inc., a Delaware corporation (the “Company”), and each of the holders of Warrants (as defined below) described on Schedule I (the “Warrantholder” and together the “Warrantholders”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 28th, 2013 • Levy Acquisition Corp • Blank checks
This Securities Assignment Agreement is dated as of October 17, 2013 (this “Assignment”), by and among Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
DEL TACO RESTAURANTS, INC. RESTRICTED STOCK AWARDRestricted Stock Award • October 21st, 2019 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into effective as of the ___ day of _____, 201___ (the “Grant Date”), between Del Taco Restaurants, Inc., a Delaware corporation (the “Company”), and __________________ (the “Employee”). All capitalized terms used, but not defined, in this Agreement shall have the meaning given such terms in the Del Taco Restaurants, Inc. Omnibus Incentive Plan (the “Plan”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 12th, 2015 • Levy Acquisition Corp • Blank checks • Delaware
This Common Stock Purchase Agreement (this “Agreement”), is entered into on March 11, 2015, between Levy Acquisition Corp., a Delaware corporation (the “Company”) and Del Taco Series, a series of Pleasant Lake Opportunities Fund LP, a Delaware limited partnership (“Purchaser”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • October 7th, 2013 • Levy Acquisition Corp • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [______], 2013 by and among Levy Acquisition Corp., a Delaware corporation (the “Company”), Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and Levy Family Partners, LLC, [a Delaware] limited liability company (“Levy Family Partners”), in connection with the Company’s proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the “Shares”) and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • October 21st, 2019 • Del Taco Restaurants, Inc. • Retail-eating places • California
This Separation and Release Agreement (this “Agreement”) is made and entered into as of the date of last execution below, between Del Taco LLC, a California limited liability company (the “Company”) and David A. Pear, an Arizona resident (the “Employee”). The Company and the Employee entered into that certain Severance Agreement dated January 30, 2012. The following confirms the terms and conditions of a mutually agreed upon Separation Package and Release of Claims between the Company and Employee pursuant to the Severance Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2013 • Levy Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November [12], 2013 by and between Levy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG DEL TACO HOLDINGS, INC., LEVY ACQUISITION CORP. AND LEVY MERGER SUB, LLC Dated as of March 12, 2015Agreement and Plan of Merger • March 12th, 2015 • Levy Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (as amended or modified from time to time, this “Agreement”), dated as of March 12, 2015, is by and among (i) Levy Acquisition Corp., a Delaware corporation (“Buyer”), (ii) Levy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer (“Merger Sub”), and (iii) Del Taco Holdings, Inc., a Delaware corporation (the “Company”).
Contract2 Voting Agreement • December 6th, 2021 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
SEVERANCE AGREEMENTSeverance Agreement • July 2nd, 2015 • Del Taco Restaurants, Inc. • Retail-eating places • California
This Severance Agreement (this “Agreement”) is made and entered into as of the 21st day of July, 2009, by and between Del Taco LLC, a California limited liability company (the “Company”), and Steven L. Brake (the “Employee”).
ContractLetter Agreement • April 24th, 2020 • Del Taco Restaurants, Inc. • Retail-eating places
THIS LETTER AGREEMENT (this “Amendment”) is dated as of April __, 2020, by and between Del Taco Restaurants, Inc. (the “Employer”), and [●] (the “Executive”), and is intended to supplement the Employment Agreement dated as of [●], 20[●] (the “Employment Agreement”), by and between the Employer and the Executive.
LEVY ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE- HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKLevy Acquisition Corp • October 7th, 2013 • Blank checks
Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Levy Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).
PRIVATE PLACEMENT WARRANTS ASSIGNMENT AGREEMENTPrivate Placement Warrants Assignment Agreement • November 25th, 2013 • Levy Acquisition Corp • Blank checks
This Private Placement Warrants Assignment Agreement, dated as of November 19, 2013 (this “Assignment”), is made by and between Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Assignor”) and Michael R. Wallach (the “Buyer”).
DEVELOPMENT AGREEMENTDevelopment Agreement • July 2nd, 2015 • Del Taco Restaurants, Inc. • Retail-eating places • California
Del Taco LLC, a California limited liability company (“Del Taco”), and the undersigned (the “Developer”) enter into this Development Agreement (this “Agreement”) as of the day of , 2015.
Levy Acquisition Corp. Chicago, IL 60611Del Taco Restaurants, Inc. • July 2nd, 2015 • Retail-eating places • New York
Re: Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of March 12, 2015, by and among Levy Acquisition Corp., a Delaware corporation (“Buyer”), Levy Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), and Del Taco Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger (the “Surviving Corporation”).
DEL TACO RESTAURANTS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 9th, 2021 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into effective as of the ___ day of _____, 202___ (the “Grant Date”), between Del Taco Restaurants, Inc., a Delaware corporation (the “Company”), and __________________ (the “Employee”). All capitalized terms used, but not defined, in this Agreement shall have the meaning given such terms in the Del Taco Restaurants, Inc. 2015 Omnibus Incentive Plan, as amended (the “Plan”).
CREDIT AGREEMENTCredit Agreement • July 27th, 2018 • Del Taco Restaurants, Inc. • Retail-eating places • New York
(a)SAGITTARIUS RESTAURANTS LLC, a Delaware limited liability company (the “Borrower”), (b) each of the Guarantors signatory hereto, (c) BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) and (d) the lenders signatory hereto and amends that certain Credit Agreement dated as of August 4, 2015 (as amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”) by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent, BANK OF AMERICA, N.A. as L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL, as Co- Syndication Agents and REGIONS BANK, as Documentation Agent. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
DEL TACO RESTAURANTS, INC. OMNIBUS INCENTIVE PLANEmployee Nonqualified Stock Option Notice and Agreement • March 8th, 2016 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
DEL TACO RESTAURANTS, INC. (the “Corporation”) is pleased to confirm that you have been granted a Nonqualified Stock Option (“Option”) award (this “Award”), effective [_______] (the “Award Date”). This Award is subject to the terms of this Employee Nonqualified Stock Option Notice and Agreement (this “Agreement”) and is made under the DEL TACO RESTAURANTS, INC. OMNIBUS INCENTIVE PLAN (the “Plan”) which is incorporated into this Agreement by reference. Any capitalized terms used herein that are otherwise undefined shall have the same meaning provided in the Plan.
Contract3 Voting Agreement • December 6th, 2021 • Del Taco Restaurants, Inc. • Retail-eating places • Delaware
