VOTING AGREEMENTVoting Agreement • June 22nd, 2010 • Landrys Restaurants Inc • Retail-eating places • Delaware
VOTING AGREEMENT, dated as of June 20, 2010 (this “Agreement”), by and among Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), as investment advisor for, and on behalf of, Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), Pershing Square, L.P., a Delaware limited partnership (“PS”) and Pershing Square II, L.P., a Delaware limited partnership (“PS II”, together with PS International and PS, the “Stockholders”), and Pershing Square GP, LLC, a Delaware limited liability company (“PSGP”), as the general partner for, and on behalf of, each of PS and PS II.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 22nd, 2010 • Landrys Restaurants Inc • Retail-eating places • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2010 (this “Second Amendment”), is by and among Fertitta Group, Inc., a Delaware corporation (“Parent”), Fertitta Merger Co., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), solely for purposes of Sections 7.10, 7.11 and 9.03(b) and Article X of the Merger Agreement (as defined below), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
