Main Street Restaurant Group, Inc. Sample Contracts

Agreement ---------
Stock Purchase Agreement • January 31st, 1997 • Main Street & Main Inc • Retail-eating places • Florida
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RECITALS
Management Agreement • January 31st, 1997 • Main Street & Main Inc • Retail-eating places • Florida
Execution Version --------------------------------- Published CUSIP Number: ________________ CREDIT AGREEMENT dated as of October 31, 2005
Credit Agreement • November 4th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places • New York
OF
Pledge and Security Agreement • May 15th, 2000 • Main Street & Main Inc • Retail-eating places • Connecticut
WITNESSETH:
Development Agreement • April 1st, 2002 • Main Street & Main Inc • Retail-eating places
RIGHTS AGREEMENT DATED AS OF MAY 23, 2005 BY AND BETWEEN MAIN STREET RESTAURANT GROUP, INC. AND COMPUTERSHARE TRUST COMPANY, INC., AS RIGHTS AGENT
Rights Agreement • May 24th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware

RIGHTS AGREEMENT, dated as of May 23, 2005, between Main Street Restaurant Group, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, Inc., a Colorado corporation, as rights agent (the "Rights Agent").

WHEREAS
Registration Rights Agreement • May 10th, 1999 • Main Street & Main Inc • Retail-eating places • Arizona
TERMS OF EMPLOYMENT FOR MICHAEL GARNREITER APRIL 1, 2002 THROUGH MARCH 31, 2005
Employment Agreement • May 15th, 2003 • Main Street & Main Inc • Retail-eating places

Each annual salary shall be paid in twenty-six (26) equal installments for each year per usual payroll practices of Main Street.

RECITALS
Credit Agreement • July 24th, 2000 • Main Street & Main Inc • Retail-eating places
STOCK TENDER AND VOTING AGREEMENT (JOHN F. ANTIOCO)
Stock Tender and Voting Agreement • May 23rd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware

STOCK TENDER AND VOTING AGREEMENT dated as of May 19, 2006 (this “Agreement”), by and among Briad Main Street, Inc., a Nevada corporation (“Parent”), Main Street Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the persons listed on attached Schedule 1 (each a “Stockholder,” and collectively, the “Stockholders”).

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AGREEMENT AND PLAN OF MERGER AMONG BRIAD MAIN STREET, INC., MAIN STREET ACQUISITION CORPORATION, AND MAIN STREET RESTAURANT GROUP, INC. DATED AS OF MAY 19, 2006
Merger Agreement • May 23rd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware

AGREEMENT AND PLAN OF MERGER dated as of May 19, 2006 (this “Agreement”), by and among Briad Main Street, Inc., a Nevada corporation (“Parent”), Main Street Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”).

STOCK TENDER AND VOTING AGREEMENT (LORRAINE ANTIOCO)
Stock Tender and Voting Agreement • May 23rd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware

STOCK TENDER AND VOTING AGREEMENT dated as of May 19, 2006 (this “Agreement”), by and among Briad Main Street, Inc., a Nevada corporation (“Parent”), Main Street Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the persons listed on attached Schedule 1 (each a “Stockholder,” and collectively, the “Stockholders”).

DEVELOPMENT AGREEMENT MAIN ST. CALIFORNIA, INC. Date: March 15, 2004
Development Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places • Texas

This Development Agreement is entered into as of the 15th day of March, 2004 with an effective date of January 1, 2004 by and between TGI Friday’s Inc., a New York corporation (“Friday’s”), with its principal place of business located at 4201 Marsh Lane, Carrollton, Texas, 75007, and Main St. California, Inc., an Arizona corporation (“Developer”), with its principal place of business located at 5050 North 40th Street, Suite 200, Phoenix, Arizona 85018 and its Principals (as defined herein below).

April 19, 2006
Stock Purchase Agreement • May 23rd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places

Reference is made to the Amended and Restated Stock Purchase Agreement, dated April 20, 2005 (the “Agreement”), between Brad Honigfeld (“Honigfeld”) and Bart A. Brown, Jr. (“Brown”), pursuant to which Brown sold to Honigfeld 1,689,296 shares of the common stock, par value $0.001 per share (the “Common Stock”), of Main Street Restaurant Group, Inc. (the “Company”), owned by Brown, and pursuant to which Brown granted to Honigfeld the right to purchase the shares of Common Stock issuable upon exercise by Brown of the options previously granted to him by the Company to purchase up to 1,200,000 shares of Common Stock (the “Brown Options”) at a purchase price of $3.1203 per share. By executing below, the parties hereto hereby agree to amend the Agreement, pursuant to Section 12.6 thereof, to provide that if Honigfeld and/or his affiliates acquire substantially all of the issued and outstanding shares of Common Stock of the Company not then owned by Honigfeld and/or his affiliates in a single

THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PROMISSORY NOTE
Credit Agreement • April 1st, 2002 • Main Street & Main Inc • Retail-eating places
MAIN STREET RESTAURANT GROUP, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 4th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places • Delaware

This certifies that, for good and valuable consideration, Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”), grants to the Warrantholder, the right to subscribe for and purchase from the Company validly issued, fully paid and nonassessable Warrant Shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), at the Exercise Price, at any time after November 27, 2005 and prior to the Expiration Date, all subject to the terms, conditions and adjustments herein set forth.

MERRILL LYNCH UNCONDITIONAL GUARANTY ========================================== ====================================== FOR VALUE RECEIVED, and in order to induce MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. ("MLBFS") to advance moneys or extend or...
Unconditional Guaranty • March 28th, 2000 • Main Street & Main Inc • Retail-eating places • Illinois

This Guaranty is absolute, unconditional and continuing and shall remain in effect until all of the Obligations shall have been fully and indefeasibly paid, performed and discharged. Upon the occurrence and during the continuance of any default or Event of Default under any of the Guaranteed Documents, any or all of the indebtedness hereby guaranteed then existing shall, at the option of MLBFS, become immediately due and payable from Guarantor (it being understood, however, that upon the occurrence of any "Bankruptcy Event", as defined in the Loan Agreements, all such indebtedness shall automatically become due and payable without action on the part of MLBFS). Notwithstanding the occurrence of any such event, this Guaranty shall continue and remain in full force and effect. To the extent MLBFS receives payment with respect to the Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside, required to be repaid by M

MAIN STREET RESTAURANT GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 24th, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places • Arizona

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made as of [_________], 200_, by and between Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”), and [___________] (the “Participant”).

CALIFORNIA DEVELOPMENT INCENTIVE AGREEMENT
California Development Incentive Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places

This CALIFORNIA DEVELOPMENT INCENTIVE AGREEMENT (this “Agreement”) is entered this 15 day of March, 2004 but effective as of January 1, 2004 (the “Effective Date”), by and among TGI Friday’s Inc. (“Friday’s”), Main St. California, Inc. (the “Franchisee”), and Main Street and Main Incorporated (the “Principal”).

JOINT FILING AGREEMENT
Joint Filing Agreement • May 23rd, 2006 • Main Street Restaurant Group, Inc. • Retail-eating places

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Main Street Restaurant Group, Inc.

EXHIBIT 10.25A
Stock Option Agreement • May 10th, 1999 • Main Street & Main Inc • Retail-eating places
Mr. Michael Garnreiter
Compensation Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places
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