The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its
entirety by reference to the full copy of the TRA Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.
Voting Agreement
On January 5, 2020, in connection with the execution of the Merger Agreement, the Bendel Family Trust, Ira Fils, KarpReilly GP, LLC and KarpReilly
Investments, LLC, (the Voting Agreement Counterparties), who collectively beneficially own, in the aggregate, as of January 5, 2020, approximately 1.36% of the issued and outstanding shares of Class A Common Stock, 66.28% of the issued
and outstanding shares of Class B Common Stock, 66.28% of the issued and outstanding LLC Units and 14.62% of the voting power of the Common Stock, entered into a voting agreement (the Voting Agreement) with Parent, pursuant to which the
Voting Agreement Counterparties have, among other things, agreed to vote the shares of Company Common Stock beneficially owned by them, or that may become beneficially owned by them during the term of the Voting Agreement, in favor of adopting of
the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement. Under the Voting Agreement, the Voting Agreement Counterparties have agreed to restrictions on their
ability to transfer the shares of Company Common Stock and LLC Units owned by them, subject to certain exceptions. The obligations and rights under the Voting Agreement terminate upon the earliest of (i) the Effective Time, (ii) the
termination of the Merger Agreement in accordance with its terms, (iii) a withdrawal, change, modification, withholding or qualification of the Company Boards recommendation of the Merger and (iv) with respect to a particular Voting
Agreement Counterparty, the mutual written agreement of Parent and such Voting Agreement Counterparty.
The foregoing summary of the Voting Agreement does
not purport to be complete and is qualified in its entirety by reference to the full copy of the Voting Agreement is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On January 6, 2020,
the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.
*****
Additional Information and
Where to Find It
In connection with the proposed Merger, the Company expects to file with the SEC and furnish to its stockholders a proxy statement on
Schedule 14A, as well as other relevant documents concerning the proposed Merger. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each Company stockholder
entitled to vote at the special meeting relating to the proposed Merger. The proxy statement will contain important information about the proposed Merger and related matters. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER
AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT HOLDERS OF THE COMPANYS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING. This communication is not a substitute for the proxy statement or for any
other document that the Company may file with the SEC and send to its stockholders in connection with the proposed Merger. The proposed Merger will be submitted to Company stockholders for their consideration.
Stockholders of the Company will be able to obtain the proxy statement, as well as other filings containing information about the Company and the proposed
Merger, without charge, at the SECs website (http://www.sec.gov). Copies of the proxy statement (when available) and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by contacting
the Companys Investor Relations at HabitIR@habitburger.com or (949) 943-8692, or by going to the Companys Investor Relations page on its website at
http://ir.habitburger.com/investor-overview.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed Merger. Information regarding the interests of the Companys directors and executive officers and their ownership of shares of the Companys common stock is set forth in the Companys proxy statement on Schedule 14A filed
with the SEC on April 23, 2019, and will be included in the Companys definitive proxy statement to be filed with the SEC in connection with the proposed Merger, and certain of its Current Reports on
Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise,
will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed Merger. Free copies of this document may be obtained as described in the preceding paragraph.