FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 8th, 2019 • Cheesecake Factory Inc • Retail-eating places • New York
THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment” and, together with the Original Agreement (as defined below), the “Agreement”) is entered into as of October 2, 2019, by and among (i) Fox Restaurant Concepts LLC, an Arizona limited liability company (the “Company”), (ii) The Cheesecake Factory Restaurants, Inc., a California corporation (“Purchaser”), and (iii) SWF Posse LLC, an Arizona limited liability company, as the appointed representative of Sellers (“Sellers’ Representative”). Purchaser, the Company and Sellers’ Representative shall each be referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed thereto in the Original Agreement.
AMENDMENT & OPTION EXERCISE AGREEMENTAmendment & Option Exercise Agreement • November 8th, 2019 • Cheesecake Factory Inc • Retail-eating places • Arizona
THIS AMENDMENT & OPTION EXERCISE AGREEMENT (this “Agreement”) is entered into as of July 30, 2019, by and between (i) North Investors LLC, an Arizona limited liability company (“North Investors”), (ii) Villa Entertainment Group, LLC, a California limited liability company (“Villa”), (iii) TCF California Holding Company, a California corporation (“TCF”), (iv) The Cheesecake Factory Incorporated, a Delaware corporation (“Cake”), (v) Samuel W. Fox (“Fox”), (vi) Fox Restaurant Concepts LLC, an Arizona limited liability company (“FRC”), (vii) North Restaurants LLC, an Arizona limited liability company (“North Restaurants”), (viii) each of the Persons listed on Exhibit A (each, a “North LLC” and collectively, the “North LLCs”) and (ix) FRC Management LLC, an Arizona limited liability company (“FRC Management”). North Investors, Villa, TCF, Cake, Fox, FRC, North Restaurants and the North LLCs shall each be referred to herein as a “Party” and collectively, the “Parties.” Capitalized terms used
FIRST AMENDMENT TO OPTION EXERCISE AGREEMENT AND SECOND AMENDMENT TO PURCHASE AGREEMENT AND OPERATING AGREEMENTOption Exercise Agreement and Purchase Agreement and Operating Agreement • November 8th, 2019 • Cheesecake Factory Inc • Retail-eating places • Arizona
THIS FIRST AMENDMENT TO OPTION EXERCISE AGREEMENT AND SECOND AMENDMENT TO PURCHASE AGREEMENT AND OPERATING AGREEMENT (this “Agreement”) is entered into as of October 2, 2019, by and between (i) North Investors LLC, an Arizona limited liability company (“North Investors”), (ii) Villa Entertainment Group, LLC, a California limited liability company (“Villa”), (iii) TCF California Holding Company, a California corporation (“TCF”), (iv) The Cheesecake Factory Incorporated, a Delaware corporation (“Cake”), (v) Samuel W. Fox (“Fox”), (vi) Fox Restaurant Concepts LLC, an Arizona limited liability company (“FRC”), (vii) North Restaurants LLC, an Arizona limited liability company (“North Restaurants”), (viii) each of the Persons listed on Exhibit A (each, a “North LLC” and collectively, the “North LLCs”), (ix) FRC Management LLC, an Arizona limited liability company (“FRC Management”) and (x) SWF Posse LLC, an Arizona limited liability company (“Representative”). North Investors, Villa, TCF, Ca
MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, Sellers (as defined herein), SWF Posse LLC, in its capacity as Sellers’ Representative (as defined herein), and Solely for...Membership Interest Purchase Agreement • November 8th, 2019 • Cheesecake Factory Inc • Retail-eating places • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2019, is by and among (i) the Persons identified as Group A Sellers on the signature pages hereto (each, a “Group A Seller”, and collectively, “Group A Sellers”), (ii) the Persons identified as Group B Sellers on the signature pages hereto (each, a “Group B Seller”, and collectively, “Group B Sellers”, and together with Group A Sellers, each, a “Seller”, and collectively, “Sellers”), (iii) Fox Restaurant Concepts LLC, an Arizona limited liability company (the “Company”), (iv) The Cheesecake Factory Restaurants, Inc., a California corporation (“Purchaser”), (v) SWF Posse LLC, an Arizona limited liability company, as the appointed representative of Sellers (“Sellers’ Representative”), and (vi) solely for the limited purposes set forth herein, The Cheesecake Factory Incorporated, a Delaware corporation (“Guarantor”). Purchaser, the Company, Sellers, Sellers’ Representative and Guarantor shall each be refe
