LUB Lubys Inc

On September 2, 2021, Luby’s Fuddruckers Restaurants, LLC, a Delaware limited liability company (“Seller”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Store Capital Acquisitions, LLC, a Delaware limited liability company (“Purchaser”), for the sale of Seller’s right, title and interest in and to certain real properties located in the State of Texas (the “Properties”) comprising of up to 26 cafeteria stores, which Properties are leased to and operated by Luby’s Restaurant Corporation (f/k/a CAL Operating Corporation), for aggregate consideration of up to $88,000,000.00 in cash (the “Pending Sale”), subject to customary adjustments. The Pending Sale has an effective date of September 2, 2021, and is expected to close by October 12, 2021, subject to the satisfaction of specified closing conditions the failure of which may result in the transaction being terminated. The Pending Sale is not subject to any financing contingency or requirement.

The Purchase Agreement contains customary representations, warranties and covenants by each of the applicable parties to the Purchase Agreement and also contains indemnification provisions under which the parties thereto have agreed to indemnify each other against certain liabilities. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Seller, Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Seller’s public disclosures.