Tilman Fertitta Sample Contracts

Landrys Restaurants Inc – May 23, 2010 (July 2nd, 2010)

Reference is made to (i) the Agreement and Plan of Merger, dated as of November 3, 2009 (the “Agreement”), among Fertitta Group, Inc., a Delaware corporation (“Parent”), Fertitta Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), and Tilman J. Fertitta (“Fertitta”), for certain limited purposes, as amended by the First Amendment to Agreement and Plan of Merger, dated as of the date hereof (the “Amendment”), among Parent, Merger Sub, the Company and Fertitta, for certain limited purposes, and (ii) the letter agreement, dated November 3, 2009 (the “Equity Commitment Lettter”), between Parent and Fertitta relating to the contribution by Fertitta to Parent of certain cash and share amounts in connection with the transactions contemplated by the Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement or the Equity Commitme

Landrys Restaurants Inc – June 20, 2010 (July 2nd, 2010)

Reference is made to (i) the Agreement and Plan of Merger, dated as of November 3, 2009, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 23, 2010 (collectively, the “Agreement”), among Fertitta Group, Inc., a Delaware corporation (“Parent”), Fertitta Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), and Tilman J. Fertitta (“Fertitta”), for certain limited purposes, as amended by the Second Amendment to Agreement and Plan of Merger, dated as of the date hereof (the “Second Amendment”), among Parent, Merger Sub, the Company and Fertitta, for certain limited purposes, and (ii) the letter agreement, dated November 3, 2009, as amended as of May 23, 2010 (collectively, the “Equity Commitment Lettter”), between Parent and Fertitta relating to the contribution by Fertitta to Parent of certain cash and share amounts in connection with the transactions c

Landrys Restaurants Inc – VOTING AGREEMENT (June 22nd, 2010)

VOTING AGREEMENT, dated as of June 20, 2010 (this “Agreement”), by and among Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), as investment advisor for, and on behalf of, Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), Pershing Square, L.P., a Delaware limited partnership (“PS”) and Pershing Square II, L.P., a Delaware limited partnership (“PS II”, together with PS International and PS, the “Stockholders”), and Pershing Square GP, LLC, a Delaware limited liability company (“PSGP”), as the general partner for, and on behalf of, each of PS and PS II.

Landrys Restaurants Inc – VOTING AGREEMENT (June 22nd, 2010)

VOTING AGREEMENT, dated as of June 20, 2010 (this “Agreement”), by and between Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), and Richard T. McGuire, a citizen of the United States of America (the “Stockholder”).

Landrys Restaurants Inc – SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (June 22nd, 2010)

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2010 (this “Second Amendment”), is by and among Fertitta Group, Inc., a Delaware corporation (“Parent”), Fertitta Merger Co., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), solely for purposes of Sections 7.10, 7.11 and 9.03(b) and Article X of the Merger Agreement (as defined below), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

Landrys Restaurants Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (May 27th, 2010)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2010 (this “Amendment”), is by and among Fertitta Group, Inc., a Delaware corporation (“Parent”), Fertitta Merger Co., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), solely for purposes of Sections 7.10, 7.11 and 9.03(b) and Article X of the Merger Agreement (as defined below), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

Landrys Restaurants Inc – TERMINATION OF AGREEMENT AND PLAN OF MERGER (March 16th, 2010)

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this “Agreement”), is by and among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

Landrys Restaurants Inc – AGREEMENT AND PLAN OF MERGER among FERTITTA GROUP, INC., FERTITTA MERGER CO., TILMAN J. FERTITTA solely for purposes of Section 7.10 and Article X and LANDRY’S RESTAURANTS, INC. Dated as of November 3, 2009 (November 4th, 2009)

AGREEMENT AND PLAN OF MERGER, dated as of November 3, 2009 (this “Agreement”), among FERTITTA GROUP, INC., a Delaware corporation (“Parent”), FERTITTA MERGER CO., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”) solely for purposes of Section 7.10 and Article X hereof, and LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”).

Landrys Restaurants Inc – TERMINATION OF AGREEMENT AND PLAN OF MERGER (January 12th, 2009)

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this “Agreement”), is by and among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

Landrys Restaurants Inc – To: FERTITTA HOLDINGS, INC. Gentlemen: (November 7th, 2008)

Reference is made to (i) the Agreement and Plan of Merger, dated as of June 16, 2008 (the “Agreement”), among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), for certain limited purposes, and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of the date hereof (the “Amendment”), among Parent, Merger Sub, Fertitta, for certain limited purposes, and the Company, and (ii) the letter agreement, dated June 16, 2008 (the “Equity Commitment Letter”), between Parent and Fertitta, relating to the contribution by Fertitta to Parent of certain cash and share amounts in connection with the transactions contemplated by the Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement or the Equity Commi

Landrys Restaurants Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (October 20th, 2008)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2008 (this “Amendment”), is by and among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), solely for purposes of Sections 7.10, 9.03(b) and Article X of the Merger Agreement (as defined below), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

Landrys Restaurants Inc – AGREEMENT AND PLAN OF MERGER (June 17th, 2008)

AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2008 (this “Agreement”), among FERTITTA HOLDINGS, INC., a Delaware corporation (“Parent”), FERTITTA ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”) solely for purposes of Sections 7.10, 9.03(b) and Article X hereof, and LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”).

Landrys Restaurants Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (March 24th, 2006)

This Non-Qualified Stock Option Agreement (the “Agreement”) is made and entered into effective as of the 8th day of June, 2004, by and between LANDRY’S RESTAURANTS, INC., a Delaware corporation (herein called the “Company”), and TILMAN J. FERTITTA (herein called the “Employee”).

Landrys Restaurants Inc – LANDRY’S RESTAURANTS, INC. RESTRICTED STOCK GRANT AGREEMENT (March 24th, 2006)

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

Landrys Restaurants Inc – LANDRY’S RESTAURANTS, INC. RESTRICTED STOCK GRANT AGREEMENT (March 24th, 2006)

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the First Amendment to the Personal Service and Employment Agreement entered into effective as of March 14, 2006 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 275,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

Landrys Restaurants Inc – LANDRY’S RESTAURANTS, INC. RESTRICTED STOCK GRANT AGREEMENT (March 24th, 2006)

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

Landrys Restaurants Inc – LANDRY’S RESTAURANTS, INC. RESTRICTED STOCK GRANT AGREEMENT (March 24th, 2006)

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

Landrys Restaurants Inc – LANDRY’S RESTAURANTS, INC. RESTRICTED STOCK GRANT AGREEMENT (March 24th, 2006)

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”}, in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

Landrys Restaurants Inc – FIRST AMENDMENT TO PERSONAL SERVICE AND EMPLOYMENT AGREEMENT (March 16th, 2006)

This First Amendment to Personal Service and Employment Agreement (“the Agreement”) is made and entered into effective as of March 14, 2006 (“Execution Date”), by and between LANDRY’S RESTAURANTS, INC., a Delaware Corporation (“The Company”) and Tilman J. Fertitta, an individual, (“Fertitta”).

Landrys Restaurants Inc – EMPLOYMENT AGREEMENT (August 12th, 2003)

This Employment Agreement (the “Agreement”) is made and entered into effective as of January 1, 2003 (the “Execution Date”), by and between LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”) and Tilman J. Fertitta, an individual, (“Fertitta”).

Landrys Restaurants Inc – Exhibit 99.2 2002 EMPLOYEE AGREEMENT NO. 1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement") is made and entered into effective as of the 22/nd/ day of July, 2002, by and between LANDRY'S RESTAURANTS, INC., ... (March 31st, 2003)

Landrys Restaurants Inc – Exhibit 99.6 2001 EMPLOYEE AGREEMENT NO. 1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement") is made and entered into effective as of the 16/th/ day of March, 2001, by and between LANDRY'S RESTAURANTS, INC., ... (March 31st, 2003)

Landrys Restaurants Inc – EXHIBIT 3 (January 6th, 2003)

Landrys Restaurants Inc – EXHIBIT 2 (January 6th, 2003)

Landrys Restaurants Inc – EXHIBIT 1 (January 6th, 2003)

In accordance with Rule 13D-1(f) of Regulation 13D-G of the Securities Exchange Act of 1934, the entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Landry's Seafood Restaurants, Inc., and further agree that this Joint Filing Agreement is included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement.

Landrys Restaurants Inc – EXHIBIT 1.1 UNDERWRITING AGREEMENT April 18, 2002 Robertson Stephens, Inc. U.S. Bancorp Piper Jaffray Inc. As Representatives of the several Underwriters c/o Robertson Stephens, Inc. 555 California Street, Suite 2600 San Francisco, CA 94104 Ladies and ... (April 22nd, 2002)

Landrys Seafood Restaurants Inc – EXHIBIT 10.2 PERSONAL SERVICE AND EMPLOYMENT AGREEMENT This Personal Service and Employment Agreement (the "Agreement") is made and entered into effective as of January 1, 1998 (the "Execution Date"), by and between LANDRY'S SEAFOOD RESTAURANTS, INC., a ... (November 16th, 1998)