0001193125-12-040069 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 5, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., FRED MERGER SUB INC. AND O’CHARLEY’S INC.

Agreement and Plan of Merger • February 6th, 2012 • O Charleys Inc • Retail-eating places • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 6th, 2012
• Company
  O Charleys Inc
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2012 (this “Agreement”), by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), FRED MERGER SUB INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and O’CHARLEY’S INC., a Tennessee corporation (the “Company”). Certain capitalized terms are defined in Section 9.12.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • February 6th, 2012 • O Charleys Inc • Retail-eating places • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  February 6th, 2012
• Company
  O Charleys Inc
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

This TENDER AND SUPPORT AGREEMENT is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), FRED MERGER SUB INC., a Tennessee corporation (“Merger Sub”), and each of the shareholders of O’CHARLEY’S INC., a Tennessee corporation (the “Company”), set forth on Schedule A (each, a “Shareholder”), as of February 5, 2012 (this “Agreement”).