REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2012 by and among Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and LSF5 Wagon Holdings, LLC (the “Original Holder”).
—] Shares Del Frisco’s Restaurant Group, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • New York
Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and the sole shareholder of the Company (the “Selling Shareholder”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [—] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), of which [—] shares will be sold by the Company and [—] shares will be sold by the Selling Shareholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and the Selling Shareholder are sometimes referred to herein collectively as the “Sellers”. The Selling Shareholder also proposes to sell at the Underwriters’ option an aggregate of up to [—] additional shares of Common Stock (the “Option Shares”) as set forth below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of July 23, 2012 by and among Del Frisco’s Restaurant Group, LLC, a Delaware limited liability company (the “Company”), Hudson Advisors LLC (“HAL”), a Texas limited liability company and Hudson Americas LLC (“HAM”), a Delaware limited liability company (together with HAL, “Hudson”).
TERMINATION AGREEMENTTermination Agreement • July 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
THIS TERMINATION AGREEMENT, dated as of July 23, 2012 (this “Agreement”), between HUDSON AMERICAS LLC (“Manager”), a Delaware limited liability company and successor in interest to Hudson Advisors, L.L.C., a Texas limited liability company (the “Former Manager”), CENTER CUT HOSPITALITY, INC., a Delaware corporation formerly known as Lone Star Steakhouse & Saloon, Inc. (“Owner”), and LONE STAR FUND V (U.S.), L.P., a Delaware limited partnership (the “Fund”), is entered into with respect to that certain Asset Advisory Agreement, dated as of December 13, 2006 (the “Advisory Agreement”) by and between the Former Manager, Owner and, for purposes of Section 7(a) thereof, the Fund.
