Exhibit 10.4
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT (the
“Agreement”) dated as of May 22, 2009, among Solidus
Company, L.P., a Tennessee limited partnership
(“Solidus”), and E. Townes Duncan
(“Duncan”) (collectively, the “Sellers” and
each a “Seller”) on the one hand, and
J. Alexander’s Corporation, a Tennessee corporation (the
“Company”), on the other hand.
The Sellers wish to sell to the Company, and the
Company wishes to purchase from each Seller, subject to the terms
and conditions hereof, the number of authorized and issued shares
of Common Stock, $.05 par value, of the Company (the “Common
Stock”) set forth opposite such Seller’s name on
Schedule 1 hereto (the “Shares”), which is a
total of 808,000 shares.
In consideration of the foregoing and the
agreements made herein, the parties hereto agree as
follows:
ARTICLE I
STOCK PURCHASE
1.1.
Purchase and Sale . Upon the terms herein set
forth, the Sellers hereby sell, free and clear of all liens,
claims, restrictions, security interests or encumbrances, the
Shares to the Company, and the Company hereby acquires the Shares
for a purchase price of $ 3.60 per share equaling an aggregate
purchase price of $2,908,800 (the “Purchase Price”),
payable to the Sellers in immediately available funds (the
“Stock Purchase”).
ARTICLE II
DELIVERIES
2.1.
Sellers’ Deliveries . The Sellers shall
deliver contemporaneously herewith:
(A) Certificates
representing the Shares, duly endorsed (or accompanied by duly
executed stock powers), for transfer to the Company.
(B) Evidence
reasonably satisfactory to the Company that all liens, claims,
restrictions, security interests or encumbrances of any kind on the
Shares have been released (or are being released upon the delivery
of the Purchase Price) and any financing statements relating
thereto are authorized to be terminated.
(C) Evidence
reasonably satisfactory to the Company that all requisite
resolutions or approvals of or on behalf of the Sellers (or the
partners of Solidus) authorizing and approving the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been made or given.
2.2.
Company Delivery . At the Closing, the Company
will deliver to Sellers the Purchase Price by wire transfer to the
account designated by the Sellers.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
SELLERS
The Sellers, jointly and severally, to induce
the Company to enter into and consummate the transactions
contemplated hereby, hereby represent and warrant as
follows:
3.1.
Ownership . The Sellers are the sole record
owners of the Shares and such Shares are free and clear of all
liens, security interests, pledges, proxy restrictions,
encumbrances or other interests of any kind whatsoever (other than
a pledge to Pinnacle Financial Partners, N.A.
(“Pinnacle”) which is being released and terminated
simultaneously herewith). Except as noted in the
preceding sentence, the Sellers have not granted any interests or
rights to any third party with respect to the Shares, and there are
no agreements or arrangements obligating them to grant any such
interest or rights to any third party. Upon the delivery
of the certificates for the Shares or the delivery of the shares by
DWAC transfer to Computershare as the transfer agent for the
Company’s common stock, the Company will obtain good, valid
and marketable title to the Shares free and clear of all liens,
claims and encumbrances whatsoever.
3.2.
Binding Agreement . The Sellers have all
requisite power and authority to enter into this Agreement and
perform their obligations hereunder. The execution,
delivery and performance of this Agreement by Solidus has been duly
and validly authorized by all neces
