AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 2, 2021 BY AND AMONG SPB HOSPITALITY LLC, TITAN MERGER SUB, INC. AND J. ALEXANDER’S HOLDINGS, INC.Merger Agreement • July 6th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This AGREEMENT AND PLAN OF MERGER is made by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), as of July 2, 2021 (this “Agreement” or the “Merger Agreement”). Certain capitalized terms are defined in Section 8.12.
VOTING AGREEMENTVoting Agreement • July 6th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholder of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), listed on Schedule A hereto (“Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
VOTING AGREEMENTVoting Agreement • July 6th, 2021 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and certain shareholders of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), each listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
