STOCK TENDER AND VOTING AGREEMENT (ZYMAN)Stock Tender and Voting Agreement • June 1st, 2006 • Main Street Acquisition CORP • 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”).
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, 2006Merger Agreement • June 1st, 2006 • Main Street Acquisition CORP • 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 • June 1st, 2006 • Main Street Acquisition CORP • 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”).
April 19, 2006Stock Purchase Agreement • June 1st, 2006 • Main Street Acquisition CORP • 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
April 26, 2006Exclusivity Agreement • June 1st, 2006 • Main Street Acquisition CORP • Retail-eating places
Main Street Restaurant Group, Inc. c/o Cowen & Co., LLC Four Embarcadero Center, Suite 1200 San Francisco, California 94111 Attention: Owen Hart
SENIOR SUBORDINATED LOAN AGREEMENT Dated as of May 19, 2006 among BRIAD MAIN STREET, INC., and MAIN STREET ACQUISITION CORPORATION as the initial Borrowers and MAIN STREET RESTAURANT GROUP, INC., and BRIAD MAIN STREET, INC., as the subsequent...Senior Subordinated Loan Agreement • June 1st, 2006 • Main Street Acquisition CORP • Retail-eating places • New York
This SENIOR SUBORDINATED LOAN AGREEMENT (“Agreement”) is entered into as of May 19, 2006, among MAIN STREET ACQUISITION CORPORATION, a Delaware corporation (the “Company”), MAIN STREET RESTAURANT GROUP, INC., a Delaware corporation (“Main Street”), as successor to the Company, BRIAD MAIN STREET, INC., a Nevada corporation (“Parent” and together with the Company and Main Street, collectively, the “Borrowers” and each individually, a “Borrower”), BANK OF AMERICA, N.A. and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
March 29, 2006 Main Street Restaurant Group, Inc. c/o Cowen & Co., LLC Four Embarcadero Center, Suite 1200 San Francisco, California 94111 Attention: Owen Hart RE: Exclusivity Agreement Dear Mr. Hart: Reference is made to the revised indication of...Exclusivity Agreement • June 1st, 2006 • Main Street Acquisition CORP • Retail-eating places • Delaware
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. It is understood and agreed that no failure or delay by us in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
CREDIT AGREEMENT Dated as of May 19, 2006 among BRIAD MAIN STREET, INC., and MAIN STREET ACQUISITION CORPORATION as the initial Borrowers and MAIN STREET RESTAURANT GROUP, INC., and BRIAD MAIN STREET, INC., as the subsequent Borrowers BANK OF AMERICA,...Credit Agreement • June 1st, 2006 • Main Street Acquisition CORP • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 19, 2006, among MAIN STREET ACQUISITION CORPORATION, a Delaware corporation (the “Company”), MAIN STREET RESTAURANT GROUP, INC., a Delaware corporation (“Main Street”), as successor to the Company, BRIAD MAIN STREET, INC., a Nevada corporation (“Parent” and together with the Company and Main Street, collectively, the “Borrowers” and each individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
GUARANTYGuaranty • June 1st, 2006 • Main Street Acquisition CORP • Retail-eating places
Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) dated as of May 19, 2006 among Briad Main Street, Inc., a Nevada corporation (“Parent”), Main Street Acquisition Corporation, a Delaware corporation (“Purchaser”), and Main Street Restaurant Group, Inc. (the “Company”). Pursuant to the Agreement, Purchaser will acquire all outstanding shares of Company common stock by commencing a cash tender offer for such shares followed by a merger of Purchaser into the Company. Parent and Purchaser are wholly owned, directly or indirectly, by Bradford L. Honigfeld (“Guarantor”). Guarantor acknowledges and agrees that he will derive substantial benefits from the consummation of the transactions contemplated by the Agreement. Guarantor hereby guarantees that Parent and Purchaser will each fully perform all of their respective obligations under the Agreement. Guarantor hereby represents and warrants to the Company that (1) he has full power, authority, and legal right to
