Fogo de Chão, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2017 • Fogo De Chao, Inc. • Retail-eating places • New York
AGREEMENT AND PLAN OF MERGER dated as of February 20, 2018 among Fogo de Chão, INC., PRIME CUT INTERMEDIATE HOLDINGS INC. and PRIME CUT MERGER SUB INC.Agreement and Plan of Merger • April 5th, 2018 • Fogo De Chao, Inc. • Retail-eating places • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 20, 2018, among Fogo de Chão, Inc., a Delaware corporation (the “Company”), Prime Cut Intermediate Holdings Inc., a Delaware corporation (“Parent”), and Prime Cut Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
CREDIT AGREEMENT Dated as of June 18, 2015 among BRASA (HOLDINGS) INC., as Borrower BRASA (PURCHASER) INC., as Holdings WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender WELLS FARGO BANK, NATIONAL ASSOCIATION and...Credit Agreement • June 30th, 2015 • Fogo De Chao, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into as of June 18, 2015 among BRASA (PURCHASER) INC., a Delaware corporation (“Holdings”), BRASA (HOLDINGS) INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as defined herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as L/C Issuers (as defined herein).
SECOND LIEN CREDIT AGREEMENT Dated as of July 20, 2012 among BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent JPMORGAN...Assignment and Assumption • April 20th, 2015 • Fogo De Chao, Inc. • Retail-eating places • New York
This SECOND LIEN CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into as of July 20, 2012, among BRASA MERGER SUB INC., a Delaware corporation (“Buyer”), BRASA (PURCHASER) INC., a Delaware corporation (“Holdings”), and, upon the effectiveness of the Acquisition and its execution of the assumption attached hereto, BRASA (HOLDINGS) INC., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, JPMORGAN CHASE BANK, N.A. and JEFFERIES FINANCE LLC, as Co-Syndication Agents.
FIRST LIEN CREDIT AGREEMENT Dated as of July 20, 2012 among BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing...Assignment and Assumption • December 23rd, 2014 • Fogo De Chao, Inc. • Retail-eating places • New York
This FIRST LIEN CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into as of July 20, 2012, among BRASA MERGER SUB INC., a Delaware corporation (“Buyer”), BRASA (PURCHASER) INC., a Delaware corporation (“Holdings”), and, upon the effectiveness of the Acquisition and its execution of the assumption attached hereto, BRASA (HOLDINGS) INC., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and L/C Issuer and Swing Line Lender, and JEFFERIES FINANCE LLC and GOLUB CAPITAL LLC, as Co-Syndication Agents.
DIRECTOR SECURITIES PURCHASE AGREEMENTDirector Securities Purchase Agreement • June 8th, 2015 • Fogo De Chao, Inc. • Retail-eating places • Delaware
THIS DIRECTOR SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 6, 2015 by and between Fogo de Chão, Inc., a Delaware corporation (the “Company”), and the individual listed on the signature page attached hereto under the heading “Purchaser” (“Purchaser”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2015 • Fogo De Chao, Inc. • Retail-eating places • Texas
provided in, and subject to the provisions of, Section 4), any outstanding reimbursement requests must be submitted promptly and payment shall occur thereafter but no later than December 31st of the calendar year following the calendar year in which such expenses were incurred.
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2015 • Fogo De Chao, Inc. • Retail-eating places • Texas
This Employment Agreement (“Agreement”) is entered as of July 11, 2014 (“Effective Date”) by and between Fogo de Chão (Holdings), Inc., a Delaware corporation (“Company”), and Selma Oliveira (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2016 • Fogo De Chao, Inc. • Retail-eating places • Texas
This Employment Agreement (“Agreement”) is entered as of the 15th day of July, 2013 (“Effective Date”) by and between Fogo de Chão (Holdings) Inc., a Delaware corporation (“Company”), and Barry McGowan (“Executive”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 7th, 2017 • Fogo De Chao, Inc. • Retail-eating places • Delaware
This Change of Control Agreement (this “Agreement”), effective as of [●], 2017, (“Effective Date”) is made between Fogo de Chao, Inc., a Delaware corporation (the “Company”) and the individual executing this Agreement as the Executive on the signature page (the “Executive”).
FIRST AMENDMENTCredit Agreement • December 23rd, 2014 • Fogo De Chao, Inc. • Retail-eating places • New York
FIRST AMENDMENT, dated as of April 9, 2014 (this “Amendment”), to the Second Lien Credit Agreement, dated as of July 20, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Brasa (Holdings) Inc., a Delaware corporation (the “Borrower”), Brasa (Purchaser) Inc., a Delaware corporation (“Holdings”), Wilmington Trust, National Association, as the administrative agent (the “Administrative Agent”) and the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among FOGO DE CHÃO, INC. THL INVESTORS, MANAGEMENT STOCKHOLDERS AND OTHER INVESTORS NAMED HEREIN DATED AS OF [ ], 2015Registration Rights Agreement • June 8th, 2015 • Fogo De Chao, Inc. • Retail-eating places • New York
Brasa (Parent) Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 20th, 2015 • Fogo De Chao, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is made effective as of (the “Issuance Date”), by and between Brasa (Parent) Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”).
SECOND AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT among BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and...Credit Agreement • December 23rd, 2014 • Fogo De Chao, Inc. • Retail-eating places • New York
SECOND AMENDMENT, dated as of April 9, 2014 (this “Amendment”), to the First Lien Credit Agreement, dated as of July 20, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Brasa (Holdings) Inc., a Delaware corporation (the “Borrower”), Brasa (Purchaser) Inc., a Delaware corporation (“Holdings”), JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”) and the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”). J.P. Morgan Securities LLC, Jefferies Finance LLC and Wells Fargo Securities, LLC are acting as the joint lead arrangers and joint bookrunners in connection with this Amendment and the New Term B Loans referred to below.
Fogo de Chão, Inc.Nonqualified Stock Option Award • June 8th, 2015 • Fogo De Chao, Inc. • Retail-eating places • Delaware
You have been granted a stock option (the “Option”) on the following terms and subject to the provisions of Attachment A and Exhibits therein and the Fogo de Chão, Inc. 2015 Omnibus Incentive Plan (the “Plan”). Unless defined in this award agreement (including Attachment A and Exhibits A and B therein, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 8th, 2015 • Fogo De Chao, Inc. • Retail-eating places
This Indemnification Agreement (“Agreement”) is made and entered into as of this day of , 2015 by and between Fogo de Chão, Inc., formerly known as Brasa (Parent) Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”).
FIRST AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT among BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and WELLS...Credit Agreement • December 23rd, 2014 • Fogo De Chao, Inc. • Retail-eating places • New York
FIRST AMENDMENT, dated as of August 23, 2013 (this “Amendment”), to the First Lien Credit Agreement, dated as of July 20, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Brasa (Holdings) Inc., a Delaware corporation (the “Borrower”), Brasa (Purchaser) Inc., a Delaware corporation (“Holdings”), JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”) and the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”). J.P. Morgan Securities LLC, Jefferies Finance LLC and Wells Fargo Securities, LLC are acting as the joint lead arrangers and joint bookrunners in connection with this Amendment and the New Term B Loans referred to below.
Brasa (Parent) Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • December 23rd, 2014 • Fogo De Chao, Inc. • Retail-eating places • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of (the “Date of Grant”), by and between Brasa (Parent) Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”).
