AGREEMENT AND PLAN OF MERGER among FRI Holding Company, LLC, a Delaware limited liability company and FRI Merger Sub, LLC, an Ohio limited liability company and Frisch’s Restaurants, Inc., an Ohio corporation dated as of May 21, 2015Merger Agreement • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places
This AGREEMENT AND PLAN OF MERGER is dated as of May 21, 2015 (this “Agreement”), by and among FRI Holding Company, LLC, a Delaware limited liability company (“Parent”), FRI Merger Sub, LLC, an Ohio limited liability company, and a wholly owned subsidiary of Parent (“Merger Sub”), and Frisch’s Restaurants, Inc., an Ohio corporation (the “Company”). Each of the aforementioned entities is referred to herein as a “Party” and, together, as the “Parties.”
VOTING AGREEMENTVoting Agreement • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places
This Voting Agreement (this "Agreement") is dated as of May 21, 2015 between the undersigned stockholder ("Stockholder") of Frisch’s Restaurants, Inc., an Ohio corporation (the "Company"), and FRI Holding Company, LLC ("Parent").
GuaranteeGuarantee • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places • Ohio
This Guarantee (this “Guarantee”) is made and entered into this 21st day of May 2015 by NRD Partners I, L.P. (the “Guarantor”), in favor and for the benefit of Frisch’s Restaurants Inc., an Ohio corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Company, FRI Holding Company, LLC (“Parent”), and FRI Merger Sub, LLC, an Ohio corporation (“Merger Sub”).
EMPLOYMENT AGREEMENT EXTENSIONEmployment Agreement Extension • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places
This is an extension of the Employment Agreement effective May 30, 2012 (as amended on June 13, 2013) between Frisch's Restaurants, Inc., an Ohio corporation (“Corporation”), and Craig F. Maier (“Maier”).
