On April 19, 2023, representatives of Kirkland, on behalf of the Company, sent
representatives of Hunton a revised draft of the Merger Agreement. The revised draft, among other things, included a termination fee equal to 3.0% of transaction equity value, and numerous revisions to the terms of the Merger Agreement that would
enhance closing certainty.
On April 24, 2023, representatives of Hunton, on behalf of Darden, sent a revised draft of the Merger
Agreement to representatives of Kirkland, which, among other terms, provided for a termination fee equal to 3.5% of transaction equity value, and certain changes to Dardens benefit resulting in greater closing conditionality. Representatives
of Hunton, on behalf of Darden, also sent an initial draft of the Tender and Support Agreement to representatives of Kirkland, pursuant to which, among other things, the Companys directors and executive officers would each agree to tender his
or her shares of Company common stock and otherwise support a transaction with Darden.
Between April 24 and May 2, 2023, representatives
of Kirkland, representatives of Hunton and members of management of each of the Company and Darden and representatives of Jefferies had multiple conversations to resolve outstanding issues under the Merger Agreement and exchanged multiple drafts.
On April 25, 2023, the Company and Jefferies executed an updated engagement letter, effective as of January 11, 2023, for Jefferies to
serve as the Companys financial advisor in connection with a potential transaction.
Between April 25 and May 1, 2023, Mr. Cardenas
and Ms. Henry had telephonic and in-person discussions on multiple occasions. In the course of these discussions, Mr. Cardenas and Ms. Henry discussed the status of negotiations regarding the proposed transaction, as well as numerous operational and
integration matters relevant if the proposed transaction were consummated, and the timing of announcement of the proposed transaction. Mr. Cardenas and Ms. Henry also discussed potential post-closing employment and compensation arrangements for
Company operators and key Company personnel, including Ms. Henry. Mr. Cardenas restated Dardens view that Ms. Henry remaining with the Company for some period of time following closing would be important for the success of the transaction from
Dardens perspective, and outlined that Ms. Henrys post-closing compensation would be materially lower than her current compensation as the chief executive officer of a publicly-traded company. On May 1, 2023, Ms. Henry confirmed to Mr.
Cardenas that, given its importance to Darden, she was prepared to continue to lead the Company as President of the Ruths Chris brand following closing on the terms described in the section entitled Arrangements
Between the Company and Its Executive Officers, Directors and Affiliates Potential for Future Arrangements.
On April 26 and 27, 2023, Mr. Vennam had several discussions with a representative of Jefferies regarding Dardens due diligence findings
and transaction status and timing, during which Mr. Vennam indicated that Dardens willingness to proceed with the potential acquisition at a price of $21.50 per share was now conditioned on the Companys suspension of quarterly dividends
for shares of the Companys common stock between signing and closing of a potential transaction. Members of Dardens management also relayed its position with regard to the dividend to members of Company senior management, and
representatives of Hunton relayed Dardens position to representatives of Kirkland.
On April 27, 2023, Kirkland sent a revised draft
of the Tender and Support Agreement to Hunton. The revised draft Tender and Support Agreement provided that the tender and support obligations therein would terminate if the Board of Directors changed its recommendation with respect to the
transaction. Over the course of the next week through May 2, 2023, representatives of Kirkland and Hunton continued to negotiate and finalize the Tender and Support Agreement and the Merger Agreement.
On April 28, 2023, the Board of Directors held a special virtual meeting, which was attended by Company senior management and representatives
of Kirkland and Jefferies. Company senior management and representatives of Jefferies and Kirkland provided an update on discussions with Darden, noting that if the
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