The Smith & Wollensky Restaurant Group, Inc. New York, New York 10022Sale and License Agreement • February 28th, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
This letter is written for the purpose of resolving a disagreement concerning the liability of The Smith & Wollensky Restaurant Group, Inc. (“SWRG”) pursuant to License Agreement to make Royalty Payments with respect to the Restaurant Sales and Non-Restaurant Sales made at the “Quality Meats” restaurant operated by SWRG since April 1, 2006. Accordingly, it is agreed as follows:
Patina Restaurant Group, LLC New York, New York 10036Sale and License Agreement • February 28th, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
Amended and Restated Sale and License Agreement dated as of the 1st day of January, 2006, by and between St. James Associates, L.P., as Licensor, and The Smith & Wollensky Restaurant Group, Inc., as Licensee, (the “License Agreement”) ______________
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 28th, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 26, 2007, by and among PATINA RESTAURANT GROUP, LLC, a Delaware limited liability company (“Parent”); SWRG HOLDINGS, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and THE SMITH AND WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • February 28th, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • Delaware
This Voting Agreement (this "Agreement"), dated February 26, 2007, is by and among Patina Restaurant Group, LLC, a Delaware limited liability company ("Parent"), SWRG Holdings, Inc., a Delaware corporation ("Merger Sub"), and those stockholders of the Company listed on Schedule I hereto (each, a "Stockholder," and collectively, the "Stockholders").
