AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 30, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., NEW ATHENA MERGER SUB, INC. FIDELITY NEWPORT HOLDINGS, LLC, (for the limited purposes set forth herein), AMERICAN BLUE RIBBON...Agreement and Plan of Merger • August 2nd, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), NEW ATHENA MERGER SUB, INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), solely for purposes of Section 9.14 FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent (the “Operating Company”), solely for purposes of Section 9.14 AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent (“Purchaser”), solely for purposes of Section 9.14 ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Old Merger Sub”), and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), as of July 30, 2012 (this “Agreement”), and amends and restates in its entirety the Agreement and Plan of Merger by and among Parent, the Operating Company,
OMNIBUS TERMINATION AND RELEASE AGREEMENT July 30, 2012Omnibus Termination and Release Agreement • August 2nd, 2012 • Alexanders J Corp • Retail-eating places
This Omnibus Termination and Release Agreement (the “Agreement”) is made as of the date first written above by and among the undersigned parties (each, a “Party,” and collectively, the “Parties”).
SECOND AMENDMENT TO THE RIGHTS AGREEMENT BETWEENRights Agreement • August 2nd, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Second Amendment”) is made as of July 30, 2012, between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Second Amendment shall have the meanings given them in the Rights Agreement.
ContractLetter Agreement • August 2nd, 2012 • Alexanders J Corp • 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 (
