TERMINATION AGREEMENTTermination Agreement • August 7th, 2017 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2017, by and between Black Knight Advisory Services, LLC, a Delaware limited liability company (“Advisor”), and J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”). Advisor and the Company are collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Consulting Agreement (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 3, 2017 BY AND AMONG J. ALEXANDER’S HOLDINGS, INC., J. ALEXANDER’S HOLDINGS, LLC, NITRO MERGER SUB, INC., FIDELITY NATIONAL FINANCIAL VENTURES, LLC, FIDELITY NEWPORT HOLDINGS, LLC AND 99 RESTAURANTS, LLCAgreement and Plan of Merger • August 7th, 2017 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This AGREEMENT AND PLAN OF MERGER is made by and among J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“Parent”), J. ALEXANDER’S HOLDINGS, LLC, a Delaware limited liability company and a direct, majority-owned Subsidiary of Parent (the “Purchaser”), NITRO MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Merger Sub”), FIDELITY NATIONAL FINANCIAL VENTURES, LLC, a Delaware limited liability company (“FNFV”), FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company (“FNH”, and, together with FNFV, the “Sellers” and each, individually, a “Seller”) and 99 RESTAURANTS, LLC, a Delaware limited liability company (the “Company”), as of August 3, 2017 (this “Agreement”). Certain capitalized terms are defined in Section 11.12.
