EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 

TERMINATION AGREEMENT 

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2017, by and between Black Knight
Advisory Services, LLC, a Delaware limited liability company (“Advisor”), and J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”). Advisor and the Company are collectively
referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Consulting Agreement (as hereinafter defined). 

RECITALS 
 WHEREAS, the
Company and Advisor are parties to that certain Management Consulting Agreement, dated as of September 28, 2015 (the “Consulting Agreement”), pursuant to which Advisor provides certain consulting services to the Company, and
that certain Unit Grant Agreement, dated as of October 6, 2015 (the “Unit Grant Agreement”), pursuant to which the Company granted to Advisor 1,500,024 Class B Units of the Company (as such units are defined in the
Company’s Limited Liability Company Agreement in effect as of the date hereof (the “Existing LLC Agreement”)) (such Class B Units, the “Incentive Compensation Units”); and 

WHEREAS, the Parties desire to terminate the Consulting Agreement and to enter into this Agreement to memorialize the terms and conditions of
such termination. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other consideration the receipt and sufficiency of
which are expressly acknowledged hereby, the Parties hereby agree as follows: 
 1. The Parties agree that effective as of and conditioned
upon the closing (the “Closing”) of the merger and other transactions contemplated by that certain Agreement and Plan of Merger dated as of the date hereof, by and among the Company, J. Alexander’s Holdings, Inc.
(“Parent”), Nitro Merger Sub, Inc., Fidelity National Financial Ventures, LLC, Fidelity Newport Holdings, LLC and 99 Restaurants, LLC (the “Merger Agreement”), the Consulting Agreement shall thereupon terminate and
be of no further force or effect; provided, that, in accordance with the terms of the Consulting Agreement, payments made or required to be made pursuant to Section 2(b) and the reimbursement and indemnity provisions of
Section 9 and the corresponding rights and obligations set forth in such Section 2(b) and Section 9 shall survive the termination of the Consulting Agreement. In consideration of such termination, the Company shall simultaneously with
the Closing pay a termination fee of $2,090,384.00 to the Advisor in immediately available funds by wire transfer pursuant to wire instructions set forth on Annex A (the “Termination Fee”). The Parties acknowledge that the
Termination Fee has been calculated in accordance with the formula for an Early Termination Amount payment calculated in respect of a termination of the Consulting Agreement following a Sale of the Company as set forth in the Consulting Agreement.







 2. The Parties acknowledge and agree that (i) the Company’s payment of the Termination
Fee to Advisor shall satisfy any and all obligations that the Company or any of its Affiliates, successors or assigns may have under the Consulting Agreement, and (ii) Advisor shall have no right to any additional compensation, reimbursements
or other payments thereunder, in each case except pursuant to Section 2(b) and Section 9 of the Consulting Agreement, which shall survive the termination in accordance with its terms. 

3. The Parties recognize that pursuant to the Company’s Limited Liability Company Agreement, as it shall be amended and restated
effective upon the Closing (the “Restated LLC Agreement”), and the Unit Grant Agreement, the Advisor’s Incentive Compensation Units will vest fully upon the Closing and Advisor may effect an Exchange (as defined in the Restated
LLC Agreement, which term and the procedures related thereto shall not deviate from the exchange provisions governing the Incentive Compensation Units in the Existing LLC Agreement) within ninety (90) days following the termination of the
Consulting Agreement; provided, that, the Incentive Compensation Units shall be immediately and automatically cancelled and forfeited for no consideration if an Exchange is not effected pursuant to the Restated LLC Agreement within
such ninety (90) day period; provided, further, that the Company shall notify Advisor of the expiration of such ninety (90) day period at least ten (10) business days prior to such expiration. 

4. In the event that the Merger Agreement is terminated prior to the Closing and the transactions contemplated thereunder are not consummated,
this Agreement will automatically terminate and be of no further force or effect. For the avoidance of doubt, if this Agreement is terminated in accordance with the foregoing sentence, the Consulting Agreement shall remain in full force and effect
and the Incentive Compensation Units shall not become vested. 
 5. Waiver and Release. 

(a) Effective as of and conditioned upon the Closing and the payment of the Termination Fee, each of the Parties hereto hereby waives, and
agrees and covenants not to assert, any rights or claims each may have under the terms of the Consulting Agreement; provided, that, the waiver set forth in this Section 5(a) expressly excludes and shall not be
applicable to payments made or required to be made pursuant to Section 2(b) of the Consulting Agreement and the reimbursement and indemnity provisions of Section 9 of the Consulting Agreement. 

(b) In consideration of payment of the Termination Fee to Advisor, and subject to and effective upon such payment, the Advisor knowingly and
voluntarily (for itself, its members and affiliates) releases and forever discharges Parent, the Company and their subsidiaries (the “Company Parties”) from any and all claims, suits, controversies, actions, causes of action, cross
claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and
present and whether known or unknown, suspected, or claimed against any of the Company Parties that Advisor may have, which arise out of or are related to the Consulting Agreement, other than 

  
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claims for payments made or required to be made pursuant to Section 2(b) of the Consulting Agreement and claims for reimbursement and indemnity brought under Section 9 of the Consulting
Agreement; provided, however, that nothing contained herein will operate to release any rights or obligations of the Company Parties arising under this Agreement, Sections 2(b) and Section 9 of the Consulting Agreement, the
Restated LLC Agreement, the Unit Grant Agreement or the Merger Agreement, as applicable. Advisor hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any
proceeding of any kind against any Company Party based upon any matter purported to be released hereby. 
 (c) In consideration of the
covenants of Advisor set forth herein, and subject to the performance thereof, the Company knowingly and voluntarily (for itself, and any Company Party) releases and forever discharges Advisor, its members and affiliates (the “Advisor
Parties”) from any and all claims, suits, controversies, actions, causes of action, cross claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and
attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present and whether known or unknown, suspected, or claimed against the Advisor Parties that the Company Parties may have, which arise out of or are
related to the Consulting Agreement; provided, however, that nothing contained herein will operate to release any rights or obligations of the Advisor Parties arising under this Agreement, Section 9 of the Consulting Agreement,
the Restated LLC Agreement, the Unit Grant Agreement or the Merger Agreement, as applicable. The Company hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be
commenced, any proceeding of any kind against the Advisor Parties based upon any matter purported to be released hereby. 
 (d) The Parties
acknowledge and agree that the waivers and releases set forth herein are essential and material terms of this Agreement and that without such waiver the Parties would not have agreed to the terms of the Agreement. 

6. Representations and Warranties. Each of the Parties represents and warrants to the other that: 

(a) Such Party is duly organized and validly existing under the laws of the jurisdiction of its formation. 

(b) Such Party has all requisite corporate or other power and authority and has taken all other actions necessary to execute and deliver this
Agreement and to perform its obligations provided for in this Agreement. 
 (c) This Agreement has been duly authorized, executed and
delivered by such Party and constitutes a valid and binding obligation enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles. 

  
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 (d) All third-party consents, authorizations and government approvals which are necessary for the
execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been obtained and are in full force and effect, and no other action by, and no notice or filing with, any governmental authority or other
individual or entity is required for such execution, delivery or performance. 
 (e) The execution, delivery and performance of this
Agreement does not and will not (i) violate any provision of its organizational documents, any authorization, any government rule or any government approval or, (ii) conflict with, result in a breach of or constitute a default under any
mortgage, indenture, loan, credit agreement or other agreement to which such Party is a party or by which such Party or its property may be bound or affected in any material respect. 

7. General Provisions. 

(a) Entire Agreement; Amendment. This Agreement contains the entire agreement of the Parties hereto relating to the subject matter
hereof, and shall supersede any previous agreement, negotiation or commitment between the Parties with respect to any aspect of the subject matter hereof. No amendment, waiver or modification of this Agreement shall be valid or binding unless made
in writing and duly executed by each of the Parties hereto. 
 (b) Notices. All notices which may be or are required to be given
pursuant to this Agreement shall be (i) (x) delivered in person, (y) sent via postage prepaid, certified or registered mail, return receipt requested or (z) sent by email transmission (provided confirmation of email receipt is
obtained from the recipient), and (ii) addressed to the party to whom sent or given at the address set forth on the signature page hereof or to such other address as any party hereto may have given to the party hereto in such manner. If
delivered, such notice shall be deemed given when received; if mailed, such notice shall be deemed made or given five (5) days after such notice has been mailed, as provided above; if sent by email transmission, such notice shall be deemed
given on the date of confirmed receipt by recipient. 
 8. This Agreement and the rights and obligations of the Parties hereunder shall be
governed by the laws of the State of Tennessee without regard to choice or conflict of laws. 
 9. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 
 10. This Agreement may be executed in
any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. 
 11.
This Agreement may be executed and delivered by electronic means, including, but not limited to, scanning as a “.pdf” or facsimile with the same force and effect as if it were a manually executed and delivered counterpart. 

[Remainder of page intentionally left blank; signature page follows.] 

  
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 IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereto have
executed this Agreement as of the day and year first above written. 
  

					
	J. ALEXANDER’S HOLDINGS, LLC
		
	By:	 	 /s/ Lonnie J. Stout II

		 	     Name:	 	Lonnie J. Stout II
		 	     Title:	 	Chief Executive Officer, President and Manager


 [SIGNATURE PAGE TO BLACK KNIGHT TERMINATION AGREEMENT] 






 
					
	BLACK KNIGHT ADVISORY SERVICES, LLC
		
	By:	 	 /s/ Michael L. Gravelle

		 	     Name:	 	Michael L. Gravelle
		 	     Title:	 	Member


 [SIGNATURE PAGE TO BLACK KNIGHT TERMINATION AGREEMENT]