AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 2, 2021 BY AND AMONG SPB HOSPITALITY LLC, TITAN MERGER SUB, INC. AND J. ALEXANDER’S HOLDINGS, INC.Agreement and Plan of Merger • July 6th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This AGREEMENT AND PLAN OF MERGER is made by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), as of July 2, 2021 (this “Agreement” or the “Merger Agreement”). Certain capitalized terms are defined in Section 8.12.
ContractUnit Grant Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
This Unit Grant Agreement (this “Agreement”) is made as of January 1, 2015 (the “Grant Date”) by J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”), with ___________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Amended and Restated Limited Liability Company Agreement of the Company dated as of January 1, 2015, as may be amended from time to time, or any successor agreement thereto (the “LLC Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS EMPLOYMENT AGREEMENT, dated as of December 26, 2008, (the “Agreement”), is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and J. Michael Moore (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 20th day of April, 2020, between J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), and Carl J. Grassi, a director of the Company (the “Director”).
AMENDED AND RESTATED SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and Lonnie J. Stout II, a resident of Brentwood, Tennessee (“Employee”).
VOTING AGREEMENTVoting Agreement • July 6th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholder of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), listed on Schedule A hereto (“Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2018 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 14th day of March 2018, between J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), and Jason S. Parks, an officer of the Company (the “Officer”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF J. ALEXANDER’S HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated , 2015 by and among J. ALEXANDER’S HOLDINGS, LLC AND THE OTHER PARTIES HERETOLimited Liability Company Agreement • September 9th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of , 2015, by and among (i) J. ALEXANDER’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), (ii) J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“J. Alexander’s”), (iii) JAX Investments, Inc., a Delaware corporation (“JAX Investments”), (iv) each member of management who has previously been granted Class B Units pursuant to the Company Incentive Plan (each, a “Management Member”), and (v) BLACK KNIGHT ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Management Company”). The Managing Member, JAX Investments, the Management Members and the Management Company are sometimes referred to herein collectively as the “Members” and individually as a “Member.” Certain capitalized terms used herein are defined in Section 13.1.
Severance Benefits AgreementSeverance Benefits Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
The Board of Directors of Volunteer Capital Corporation (the “Company”) recognizes that your contributions to the past and future growth and success of the Company have been substantial. The Board therefore desires to assure the Company of your continued services for the benefit of the Company now, and in the event that the Company were to be faced with a takeover possibility.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN FIDELITY NATIONAL FINANCIAL, INC. AND DATED AS OF SEPTEMBER 16, 2015Separation and Distribution Agreement • September 17th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 16, 2015, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“JAX” and, together with FNF, the “Parties”).
ContractUnit Grant Agreement • November 9th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
This Unit Grant Agreement (this “Agreement”) is made as of October 6, 2015 (the “Grant Date”) by J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”), with Black Knight Advisory Services, LLC, a Delaware limited liability company (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Second Amended and Restated Limited Liability Company Agreement of the Company dated as of September 28, 2015, as it may be amended from time to time, or any successor agreement thereto (the “LLC Agreement”).
VOTING AGREEMENTVoting Agreement • July 6th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and certain shareholders of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), each listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
COOPERATION AGREEMENTCooperation Agreement • April 20th, 2020 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This Cooperation Agreement (this “Agreement”) is made by and between J. Alexander’s Holdings, Inc. (the “Company”), on the one hand, and Ancora Advisors, LLC (“Ancora”), Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst Institutional LP, Ancora Catalyst LP, Ancora/Thelen Small-Mid Cap Mutual Fund and Frederick DiSanto (collectively, the “Ancora Parties” and individually a “Member” of the Ancora Parties), on the other hand, on behalf of themselves and their respective Affiliates (as defined below) (the Company and the Ancora Parties together, collectively, the “Parties”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • November 9th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2015, by and between Black Knight Advisory Services, LLC, a Delaware limited liability company (“Advisor”), and J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”). Advisor and the Company are collectively referred to herein as the “Parties”.
TAX MATTERS AGREEMENT BY AND BETWEEN FIDELITY NATIONAL FINANCIAL, INC. AND DATED SEPTEMBER 16, 2015Tax Matters Agreement • September 17th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 16, 2015, is by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“JAX”). Each of FNF and JAX is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Defined terms herein shall have the meanings set forth in Article I hereof.
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS AMENDED AND RESTATED AGREEMENT (“Loan Agreement” or “Agreement”) is made and entered into as of this 9th day of December, 2014, by and between J. ALEXANDER’S, LLC, a Tennessee limited liability company (herein called “Borrower”) and PINNACLE BANK (herein called “Lender”).
FOURTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 2nd, 2020 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS FOURTH AMENDED AND RESTATED AGREEMENT (“Loan Agreement” or “Agreement”) is made and entered into as of this 28th day of October, 2020, by and between J. ALEXANDER’S, LLC, a Tennessee limited liability company ( “Borrower”) and PINNACLE BANK (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2018 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS EMPLOYMENT AGREEMENT, dated as of March 14, 2018, (the “Agreement”), is by and between J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), and Jessica Hagler Root (the “Executive”).
ContractSalary Continuation Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This letter describes changes to your Amended and Restated Salary Continuation Agreement (the “Salary Continuation Agreement”), dated as of December 26, 2008, between you and J. Alexander’s, LLC, a Tennessee limited liability company, f/k/a J. Alexander’s Corporation (the “Company”), and as previously amended pursuant to that certain Letter Agreement, dated as of July 30, 2012, by and among you and the Company, and for certain limited purposes set forth therein, Fidelity Newport Holdings, LLC, Fidelity National Financial, Inc. and American Blue Ribbon Holdings, Inc. Such changes shall be effective upon the date set forth above (the “Effective Date”).
ContractJ. Alexander's Holdings, Inc. • June 25th, 2015 • Retail-eating places • Tennessee
This letter amends and restates that certain Letter Agreement, dated as of June 22, 2012, by and between you and J. Alexander’s Corporation. This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), and your Employment Agreement dated as of December 26, 2008 (the “Employment Agreement”), in each case between you and J. Alexander’s Corporation, a Tennessee corporation (including its successors, the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Amended and Restated Agreement and Plan of Merger, dated as of July 30, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (for the limited purposes set forth therein), New Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (
ContractRestricted Share Award Agreement • August 9th, 2019 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between J. Alexander’s Holdings, Inc., a Tennessee corporation (together with its Subsidiaries, the “Company”), and ____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the J. Alexander’s Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan (the “Plan”).
MODIFICATION AGREEMENTModification Agreement • March 14th, 2019 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
The initial Non-Use Fee shall be 0.20% per annum of the average, unused portion of the Line of Credit and the Development Loan, subject to quarterly adjustments, until the termination of the Line of Credit and the termination of the Development Loan, payable quarterly in arrears.
FORM OF ADVANCEMENT AGREEMENTForm of Advancement Agreement • October 28th, 2014 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This Advancement Agreement (this “Agreement”) is entered into as of [ ], 2014 by and between J. Alexander’s Holdings, LLC, a Delaware limited liability company (including any successor, the “Operating Company”) and J. Alexander’s Holdings, Inc., a Tennessee corporation (including any successor, the “Corporation”). Certain capitalized terms used in this Agreement are defined in Section 3.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF J. ALEXANDER’S HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY DatedSeptember 28, 2015 by and among J. ALEXANDER’S HOLDINGS, LLC AND THE OTHER PARTIES HERETOLimited Liability Company Agreement • November 9th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of September 28, 2015, by and among (i) J. ALEXANDER’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), (ii) J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“J. Alexander’s”), (iii) JAX Investments, Inc., a Delaware corporation (“JAX Investments”), (iv) each member of management who has previously been granted Class B Units pursuant to the Company Incentive Plan (each, a “Management Member”), and (v) BLACK KNIGHT ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Management Company”). The Managing Member, JAX Investments, the Management Members and the Management Company are sometimes referred to herein collectively as the “Members” and individually as a “Member.” Certain capitalized terms used herein are defined in Section 13.1.
ContractAdoption Agreement • March 13th, 2020 • J. Alexander's Holdings, Inc. • Retail-eating places
NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.
TERMINATION AGREEMENTTermination Agreement • August 7th, 2017 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2017, by and between Black Knight Advisory Services, LLC, a Delaware limited liability company (“Advisor”), and J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”). Advisor and the Company are collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Consulting Agreement (as hereinafter defined).
AMENDMENT TO PROMISSORY NOTEPromissory Note • June 9th, 2020 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
WHEREAS, Borrower executed that certain Amended and Restated Promissory Note dated as of January 2, 2019 in the principal amount of $10,000,000.00 to Lender (the “Promissory Note”); and
ContractPerformance Share Award Agreement • August 9th, 2019 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between J. Alexander’s Holdings, Inc., a Tennessee corporation (together with its Subsidiaries, the “Company”), and ____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the J. Alexander’s Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan (the “Plan”).
MODIFICATION AGREEMENTModification Agreement • November 8th, 2019 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS MODIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of the 3rd day of September, 2019 (the “Effective Date”), by and between J. ALEXANDER’S, LLC, a Tennessee limited liability company (“Borrower”) and PINNACLE BANK (“Lender”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 30th, 2018 • J. Alexander's Holdings, Inc. • Retail-eating places
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 30, 2018, is made and entered into by and among J. Alexander’s Holdings, Inc., a Tennessee corporation (“Parent”), J. Alexander’s Holdings, LLC, a Delaware limited liability company and a direct, majority-owned subsidiary of Parent (“Purchaser”), Nitro Merger Sub, Inc., a Tennessee corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Cannae Holdings, LLC (formerly known as Fidelity National Financial Ventures, LLC), a Delaware limited liability company (“Cannae”), Fidelity Newport Holdings, LLC, a Delaware limited liability company (“FNH” and together with Cannae, the “Sellers”), and 99 Restaurants, LLC, a Delaware limited liability company (the “Company”). Parent, Purchaser, Merger Sub, Cannae, FNH and the Company are referred to as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2014 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 20[ ] by and among (i) J. Alexander’s Holdings, Inc., a Tennessee corporation (including any successor, the “Company”), (ii)(A) each Person that is a holder of Units (as defined below) as of the date of this Agreement (other than any wholly-owned subsidiary of the Company) and (B) each other Person that from time to time becomes a holder of Units after the date of this Agreement, signs a Joinder (as defined below) and becomes a party to this Agreement as “Unitholder” in accordance with the terms of this Agreement (each such Person in this clause (ii), a “Unitholder” and, collectively, the “Unitholders”) and (C) each other Person that from time to time becomes a holder of Class A Common Stock (as defined below) as a result of a Transfer by a Holder after the date of this Agreement, signs a Joinder and becomes a party to this Agreement as a “Holder” in accordance with the terms of this Agreement (in the case
ASSIGNMENT AND ASSUMPTION OF PROMISSORY NOTEAssignment and Assumption of Promissory Note • August 22nd, 2014 • J. Alexander's Holdings, Inc. • Retail-eating places • New York
THIS ASSIGNMENT AND ASSUMPTION OF PROMISSORY NOTE (this “Assignment”) is made as of February 24, 2013, by and between FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC., a Delaware corporation (“Assignor”), and J. ALEXANDER’S HOLDING’S, LLC, a Delaware limited liability company (“Assignee”), and is consented to by FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC., a Delaware corporation (“Payee”).
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 3, 2017 BY AND AMONG J. ALEXANDER’S HOLDINGS, INC., J. ALEXANDER’S HOLDINGS, LLC, NITRO MERGER SUB, INC., FIDELITY NATIONAL FINANCIAL VENTURES, LLC, FIDELITY NEWPORT HOLDINGS, LLC AND 99 RESTAURANTS, LLCAgreement and Plan of Merger • August 7th, 2017 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This AGREEMENT AND PLAN OF MERGER is made by and among J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“Parent”), J. ALEXANDER’S HOLDINGS, LLC, a Delaware limited liability company and a direct, majority-owned Subsidiary of Parent (the “Purchaser”), NITRO MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Merger Sub”), FIDELITY NATIONAL FINANCIAL VENTURES, LLC, a Delaware limited liability company (“FNFV”), FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company (“FNH”, and, together with FNFV, the “Sellers” and each, individually, a “Seller”) and 99 RESTAURANTS, LLC, a Delaware limited liability company (the “Company”), as of August 3, 2017 (this “Agreement”). Certain capitalized terms are defined in Section 11.12.
MODIFICATION AGREEMENTModification Agreement • November 7th, 2016 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS MODIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of the 3rd day of September, 2016 (the “Effective Date”), by and between J. ALEXANDER’S, LLC, a Tennessee limited liability company (“Borrower”) and PINNACLE BANK (“Lender”).
TERMINATION AGREEMENTTermination Agreement • November 30th, 2018 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2018, by and between Black Knight Advisory Services, LLC, a Delaware limited liability company (“Advisor”), and J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”). Advisor and the Company are collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Consulting Agreement (as hereinafter defined).
