DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 11, 2020

ALLEGRO MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38581	82-2425125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 Third Avenue, 37th Floor New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 319-7676

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, one right, and one redeemable warrant	ALGRU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	ALGR	The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one share of common stock	ALGRR	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share	ALGRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the form of investor presentation to be used by Allegro Merger Corp. (“Allegro”) in presentations regarding Allegro’s previously announced proposed business combination with TGI Fridays (“TGIF”).

The information set forth under this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional Information

ALLEGRO INTENDS TO HOLD PRESENTATIONS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION WITH TGIF, AS DESCRIBED IN ALLEGRO’S CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON NOVEMBER 8, 2019. THIS CURRENT REPORT ON FORM 8-K, INCLUDING THE EXHIBIT HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

ALLEGRO, ITS DIRECTORS AND EXECUTIVE OFFICERS AND OTHERS ACTING ON ITS BEHALF MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES OF ALLEGRO’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS UNDER SEC RULES. INVESTORS AND SECURITY HOLDERS MAY OBTAIN MORE DETAILED INFORMATION REGARDING THE NAMES AND INTERESTS IN THE PROPOSED TRANSACTIONS OF ALLEGRO’S DIRECTORS AND OFFICERS IN ALLEGRO’S FILINGS WITH THE SEC, INCLUDING ALLEGRO’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018, WHICH WAS FILED WITH THE SEC ON APRIL 1, 2019. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ALLEGRO’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS WILL BE SET FORTH IN THE PROXY STATEMENT FOR THE PROPOSED TRANSACTIONS THAT ALLEGRO INTENDS TO FILE WITH THE SEC. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTIONS WILL BE INCLUDED IN THE PROXY STATEMENT.

INVESTORS AND SECURITY HOLDERS OF ALLEGRO ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. ALLEGRO’S DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS OF ALLEGRO AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE PROXY STATEMENT AND OTHER DOCUMENTS CONTAINING IMPORTANT INFORMATION ABOUT ALLEGRO AND TGIF, ONCE SUCH DOCUMENTS ARE FILED WITH THE SEC, THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. COPIES OF THE DOCUMENTS FILED WITH THE SEC BY ALLEGRO, WHEN AND IF AVAILABLE, CAN BE OBTAINED FREE OF CHARGE BY DIRECTING A WRITTEN REQUEST TO ALLEGRO MERGER CORP., 777 THIRD AVENUE, 37TH FLOOR, NEW YORK, NY 10017.

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ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K IS NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES NOR SHALL THERE BE ANY SALE OF ANY SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION.

THIS CURRENT REPORT ON FORM 8-K INCLUDES “FORWARD-LOOKING STATEMENTS”. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,” “ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,” “SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.

NEITHER ALLEGRO NOR TGIF UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE TGIF’S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND TGIF’S ESTIMATES OF EXPENSES AND FUTURE REVENUES AND PROFITABILITY. OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE TO RECEIVE REQUIRED SECURITY HOLDER APPROVALS, OR THE FAILURE OF OTHER CLOSING CONDITIONS.

THIS CURRENT REPORT ON FORM 8-K IS NOT INTENDED TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PERSON MAY DESIRE IN CONSIDERING AN INVESTMENT IN ALLEGRO AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION IN ALLEGRO.

ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS WILL BE CONTAINED IN ALLEGRO’S FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING ALLEGRO AND TGIF, THE PROPOSED TRANSACTIONS OR OTHER MATTERS AND ATTRIBUTABLE TO ALLEGRO OR ANY PERSON ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. NEITHER ALLEGRO NOR TGIF UNDERTAKE OR ACCEPT ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED, EXCEPT AS REQUIRED BY APPLICABLE LAW.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Investor Presentation

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 11, 2020	ALLEGRO MERGER CORP.
	By:	/s/ Eric S. Rosenfeld
		Eric S. Rosenfeld
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

INVESTOR UPDATE FEBRUARY 2020 Allegro Merger Corp.

3 SAFEHARBORSTATEMENT This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Actof 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Allegro’s or TGI Fridays’ business. These risks, uncertainties and contingencies include, but are not limited to: business conditions; weather and natural disasters; changing interpretations of U.S. GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the businesses in which Allegro or TGI Fridays is engaged; fluctuations in customer demand; intensity of competition from casual dining, fast casual, quick service restaurant (QSR) and other dining alternatives; execution of TGI Fridays’ strategic plan; general economic conditions; geopolitical events and regulatory changes; the possibility that the merger does not close, including due to the failure to receive required securityholder approvals or the failure of other closing conditions; the ability to maintain the listing of Allegro’s common stock and warrants on Nasdaq or another securities exchange prior to and after consummation of the merger; and other factors set forth and to be set forth in Allegro’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Allegro is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. Financial information of TGIF Midco, Inc. and its consolidated subsidiaries for the fiscal year ended December 30, 2019 is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the periods presented. Projected financial information of TGIF Midco, Inc. and its consolidated subsidiaries for the 2020 and 2021 fiscal years is based on TGI Fridays' assumptions and expectations in light of currently available information, and is subject to the various risks and uncertainties described above. EBITDA and Adjusted EBITDA are presented in this presentation as supplemental measures of TGI Fridays’ performance. These non-GAAP measures are not required by, or presented in accordance with, GAAP. These are not a substitute for measures of financial performance under GAAP. The non-GAAP measures presented herein have been prepared by TGI Fridays and were not reviewed or audited by Allegro’s or TGI Fridays’ auditors. 3

4 IMPORTANTINFORMATION Allegro Merger Corp. (“Allegro”) is holding presentations regarding its proposed merger with a subsidiary of TGIF Holdings LLC (“TGI Fridays” or “TGIF”). Cantor Fitzgerald (“Cantor Fitzgerald”) acted as managing underwriter of Allegro’s initial public offering (“IPO”) and as Allegro’s investment banker and will receive a fee upon consummation of the merger. Piper Jaffray & Co. (“Piper Jaffray”) is acting as Allegro’s investment banker and will receive a fee upon consummation of the merger. Allegro and its directors and executives officers, Cantor Fitzgerald and Piper Jaffray may be deemed to be participantsin the solicitation of proxies for the annual meeting of Allegro’s stockholders to be held to approve the merger and related matters. STOCKHOLDERS OF ALLEGRO AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, ALLEGRO’S DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER AND RELATED TRANSACTIONS (“PROXY STATEMENT”), WHICH WILL CONTAIN IMPORTANT INFORMATION. Such persons may readAllegro’s Definitive Proxy Statement, when available, and Allegro’s final Prospectus, dated July 2, 2018, and Allegro’s more recent filings with the Securities and Exchange Commission, for a description of the security holdings of Allegro’s officers and directors and of Cantor Fitzgerald and theirrespective interests in the successful consummation of the merger. The definitive Proxy Statement will be mailed to stockholders as of a record date to be established for voting on the merger and related matters. Stockholders will also be able to obtain a copy of the and definitive Proxy Statement without charge by directing a request to: Allegro Merger Corp., 777 Third Avenue, 37th Floor, New York, New York 10017. The definitive Proxy Statement, once available, and final Prospectus can also be obtained, without charge, at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Referenced Intellectual Property: DoorDash, UberEats, Postmates, Grubhub, Ruby Tuesday, Au Bon Pain, Ignite Restaurant Group, Bar Rescue, P.F. Chang’s, Hooter’s, Dine Brands Global, Denny’s Corp, Brinker International, Bloomin’ Brands, Texas Roadhouse, Red Robin Gourmet Burgers, The Cheesecake Factory Incorporated, Darden Restaurants, Chuy’s Holdings, Cracker Barrel Old Country Stores, BJ’s Restaurants are registered marks or trademarks of their respective owners. 4

5 LARGE INTERNATIONAL PRESENCE TGIF has a growing international franchise presence with more than half of its 831 restaurants located outside of the U.S. “ASSET-LIGHT” BUSINESS MODEL 83% of TGIF’s restaurants are franchised(79% as adjusted for the Briad acquisition); franchising and licensing have minimal capital requirements CPG LICENSING Licensing revenues from consumer packaged goods (“CPG”) are a royalty stream that requires minimal execution EXPERIENCED MANAGEMENT TEAM New and restructured senior managementteam has significant experience with TGIF and has led successful revitalizations for peer casual dining brands 5 INVESTMENTHIGHLIGHTS Note: Store count information as of Dec 30, 2019.

6 COMPANYOVERVIEW

7 TGIF OVERVIEW System-wide Sales ~$2.0B RestaurantCount 831 U.S./Intl. Count 385/446 Founded in 1965 Key Stats 55+ YEAR Operating History Tenured Franchisees with an average of 15 yearsof Brand Experience Approximately 30%of Sales generated from the bar Leaderin International Restaurant Count among U.S. based Casual Dining Brands Exciting, storied bar heritage with engaging service and high-quality menu Strong bar mix driven by innovative beverages Licensor of branded food products, growing quickly at high margins 4 segments: U.S. Company, U.S. Franchise, International Franchise, & Licensing “People of All Stripes” Connecting over Handcrafted Food & Drinks 7 Note: Financial information is based on full fiscal year 2019 results, and is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period. Store count information as of Dec 30, 2019.

8 1 Domestic figures only; average check includes beverages Strong management team, led by CEO Ray Blanchette, supported by global infrastructure x Recent rehiring of senior TGIF alumni who led previous successes Accelerating financial momentum across the portfolio ~$425MM Revenue (~$2B system-wide sales) $2.7MM Avg. net sales per store (1) ~$18 Avg. check per guest (1) ~13% Off-premise sales Company Owned 17% Franchised 83% North America 46% International 54% Unit Base Mix Geographic Mix x U.S. business in early stages of turnaround, including new field leadership team x 5-pillar strategy in place: (1) Social Bar, (2) Value, (3) Loyalty, (4) Speed/Attentiveness, and (5) Off-Premise 8 TGI FRIDAYSOVERVIEW Note: Financial information is based on full fiscal year 2019 results, and is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period. Store count information as of Dec 30, 2019.

9 831 Global Locations 39 U.S. States 57 Countries High Brand Awareness Highlights ▪ Same-store-sales (“SSS”) continue to improve internationallyas new value drivers have been identified in important markets ▪ Fridays U.K. has a dominant presence—a strong and reliably performing market for many years ▪ U.K. SSS comp up +0.5% for fiscal year 2019 ▪ Largest international market with 87 units, and expanding ▪ Seven key markets have realized significant traction in SSS: ▪ U.K., Middle East, Scandinavia, Philippines, Mexico, Malaysia/Indonesia /China, & Australia ▪ New ownership ▪ India, Indonesia, & China Growing global network with446 International locations Countries WITH TGIF Locations Geographic Footprint 9 GLOBALINTERNATIONALBUSINESS Countries WITHOUT TGIF Locations Note: Financial information is based on full fiscal year 2019 results, and is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period. Store count information as of Dec 30, 2019.

10 ▪Opportunities for new unit growth in 2020 & beyond -Recently signed a 40-store development agreement with existing franchisee in Brazil -Signed LOI for India and Southeast Asia expansion with new ownership -Negotiating a development agreement in Mexico ▪Robust pipeline of approximately 100 franchise commitments and potential for several large development agreement signings in 2020 ▪Currently in 56 countries and expect commitments covering 8-12 additional countries by year end Significant Whitespace in Growing Markets Mexico Country Existing Units Whitespace (1) Japan Canada India Brazil Southeast China 17 50 14 40 9 70 6 45 3 80 2 35 10 INTERNATIONAL 1 Management estimate Note: Store count information as of Dec 30, 2019.

11 International Franchisee Base Overview ▪ 40 franchisees in 56 countries(excl. U.S.) operate 446 restaurants - On average each franchisee owns 11.1 restaurants ▪ Aside from Mexico, each country(excl. U.S.) operated by one franchisee per country International Franchisee Concentration Analysis FranchiseeRank # Int’l Restaurants 1 87 2 65 3 26 4 26 5 21 Top 5 225 Other 35 221 (# of Franchisees) 9 22 82 103 226 Total Restaurants Chadstone, Australia Panama City, Panama 11 ALIGNEDFRANCHISEEBASE–INTERNATIONAL (# Restaurants) Note: Store count information as of Dec 30, 2019.

12 Addison, TX Panama City, Panama ▪ 22 franchisees across the U.S. operate 245 restaurants - On average, each franchisee owns 10.5 restaurants and has over ten years of experience in the brand Domestic Franchisee Base Overview 7 6 3 2 4 1 2 - 5 6 - 10 11 - 20 20+ Domestic Franchisee Concentration Analysis (# Restaurants) (# of Franchisees) FranchiseeRank # U.S. Restaurants 1 66 2 37 3 31 4 24 5 16 Top 5 174 Other 19 71 Total Restaurants 7 19 26 27 166 Nashville, TN 12 ALIGNEDFRANCHISEEBASE–DOMESTIC Note: Store count information as of Dec 30, 2019.

13 ▪ Significant growth in licensing business as evidenced by 2016 to 2019 CAGR of 9% » Robust pipeline of new product offerings to drive continued growth for the next several years » Recent success in International with pre-mixed cocktails, frozen appetizers, and frozen center-of-plate » Refrigerated dips in U.S. and frozen apps in U.K. slated for 2020 launch ▪ Management target for annual licensing revenue of $20M by 2025 Overview Licensing Revenue $10 $12 $13 $13 2016 2017 2018 2019 ($ in millions) Expanding, high-margin product offering Frozen Appetizers Refrigerated Ribs Malt Beverages Pre-Mixed Cocktails Frozen Hamburger Patties Frozen Meals / Center-of-Plate 13 LICENSING Note: 2019 financial information is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period presented.

14 “PEOPLEOFALLSTRIPES” TGIF plans to relaunch its bar with a bang –its key differentiator vs. competition Reclaiming its original bar heritage High-quality, value-oriented bar experience Authentic, omni-channel, social “buzz” Everyone’s welcome: all-day and everyday 14

15 ▪ Ray Blanchette re-joined TGI Fridays as CEO in October 2018 to drive the transformation and implement a growth strategy focused around improved marketing, value offerings, a revamped American bar, and solid off-premise growth ▪ Prior to TGIF, Mr. Blanchette served as CEO at Au Bon Pain from June 2016 to January 2018, and as CEO of Ignite Restaurant Group from April 2007 to November 2015 ▪ Additionally, Mr. Blanchette served in various roles at TGIF from 1989 to 2007, including as President and COO ▪ Mr. Blanchette has ~30 years of multi-unit restaurant experience Ray Blanchette CEO & President Mr. Blanchette led recent rehiring of senior TGIF alumni who spearheaded Company’s previous successes 15 MANAGEMENTTEAM

16 ▪ Team with deep and broad experience leading strong brands Executive Title Industry Tenure Fridays Tenure C E O RAY BLANCHETTE Chief Executive Officer & President 25+ years Oct-2018 –Current 1989-2007 B r a n d L e a d e r s h i p JOHN NEITZEL President & Chief Operating Officer, Global Franchise 35+ years Nov-2018 –Current 1982-2010 JIMMAZANY Chief Operating Officer, Corporate 25+ years Jun-2019 –Current 1990-2005 F u n c t i o n a l L e a d e r s h i p GIOVANNAKONING Executive Vice President & Chief Financial Officer 25+ years Apr-2017–Current BILL ALEXANDER Senior Vice President & Chief Development Officer 25+ years 2010 –Current 1992-2003 JENNIFERROTE Vice President, General Counsel & Corporate Secretary 15+years (restaurant) 20+ years (legal) 2004 –Current CINDY SYRACUSE Vice President, Marketing 20+ years Nov-2018 –Current 2015-2017 Indicates key management that has rejoined the TGIF leadership team 16 MANAGEMENTTEAM(CONT’D)

17 Highly attuned work environment and “family” culture Enforcement and Reward of Store-Level, Core Values Close Attention to Customer Satisfaction Reach and Involvement in Local Communities Long-Lasting Memories through TGIF Alumni Base ▪Store and regional managers lead store-level operations and participate in store-level recognition ▪Focus on value, high-touch service, and improved experience will improve customer satisfaction ▪Charitable involvement makes TGIF a central part of local communities. TGIF raised approximately $500k for No Kid Hungry in September 2019 ▪Network base of Fridays alumni identified through their iconic pin and stay in-touch via social media 17 TEAMWITHALONG-LASTING, UNIQUECULTURE

18 U.S. Company- Owned U.S. Franchised Internationally Franchised Licensing Operating / G&A Cost Savings Potential Upside ▪ Significant upside potential from improving operations of stores recently bought back from underperforming franchisees ▪ Strengthened Company Ops team already capturing low-hanging-fruit across the system ▪ Rationalized franchisee base. Current franchisees supportive of operational plan ▪ Represents $28.5 MM of Full Fiscal Year 2019 royalty revenue ▪ Key large markets continue to gain traction with SSS trends » U.K. market has continued SSS growth in 2019 and continues new unit growth » Middle East seeing improved performance. Committed to growing unit base » New franchisees in a number of key markets. Substantial development potential in Brazil & China ▪ Represents $31.1 MM of Full Fiscal Year 2019 royalty revenue ▪ Relationships with key licensing partners continue to strengthen ▪ Beginning to leverage proven product suite internationally ▪ Represents $13.0 MM of Full Fiscal Year 2019 revenue ▪ Potential for off-premise & purchasing savings by leveraging TriArtisan relationships ▪ Menu work has resulted in SKU reduction and targeted cost savings ▪ Bar test produced increased drink incidence & lower COGS. System rollout planned in April ▪ Additional opportunities for improved G&A efficiencies ▪ 18 DIVERSIFIEDEARNINGSSTREAMWITHPOTENTIALUPSIDE Note: Financial information is based on full fiscal year 2019 results, and is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period .

19 19 TRAFFIC& SALESTRENDS–2019-2020 Note: Financial information is based on unaudited results, is subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period presented. TRAFFIC SAME STORE SALES TOPLINE METRICS (TRAFFIC/SALES) ARE SHOWING INDICATIONS OF TURNAROUND IN Q1-2020 ▪ YTD Q1-2020 System Traffic Comp improvement of 7.0 pts compared to Q1- 2019 ▪ YTD Q1-2020 Corporate improvement of 11.0 pts, Franchise improvement of 4.1 pts compared to Q1-2019 ▪ YTD Incremental Corporate store improvement achieved through strong leadership team, operational focus, marketing/promotion support (Day of Week, TV Media Promotions, etc.) ▪ YTD Q1-2020 System Sales Comp improvement of 4.5 pts compared to Q1- 2019 ▪ YTD Q1-2020 Corporate improvement of 6.3 pts, Franchise improvement of 3.1 pts compared to Q1-2019 ▪ YTD Incremental Corporate store improvement achieved through strong leadership team, operational focus, marketing/promotion support (Day of Week, TV Media Promotions, etc.) YTD YTD

20 ▪ Fridays has recently repurchased underperforming domesticfranchised restaurants at attractive valuations, providing substantial potentialupside by improving operations and topline performance » Historically some of the system’s strongest units » Longstanding core company regions where there is strong affinity with TGIF ▪ Focused on strengthening management talent and implementing operational best practices in the newly acquired stores » ~40-50% of existing directors of operations and general managers have been replaced over the last 4+ months ▪ New management in Boston and Florida regions, acquired at the end of 1Q19, have shown incremental growth in traffic and sales performance over the last several months Boston & Florida Company Store Traffic Performance vs. Franchise Performance 20 CAPTURELOW-HANGINGFRUITATRECENTLYREACQUIREDSTORES Y O Y T r a f f i c C o m p % YTDYTD

21 ▪ The Company has recently made a number of opportunistic purchases of underperforming domestic franchised locations at attractive valuations with potential for substantial earnings upside ▪ Potential to refranchise certain regions to qualified casual dining franchisees once operations have been improved ▪ Acquired restaurants in regions where TGIF brand is strong » Texas restaurants are Company’s hometown » New York and Northeast restaurants have high consumer awareness for the brand Acquisitions to Date TIMING GEOGRAPHY # STORES SEP-2018 COLORADO / TEXAS 15 FEB-2019 NORTHEAST/FLORIDA 70 JUN-2019 LONG ISLAND 16 JUN-2019 HOUSTON 7 JAN-2020 CALIFORNIA, NORTHEAST 36 (1) 21 RECENTFRANCHISEEACQUISITIONS 1 Closed on 29 of the stores and expect to close on the remaining 7 stores in the first quarter of 2020.

22 ▪Purchasing 36 locations ▪20 West Coast Locations: 16 in California, 4 Casino Locations in Nevada ▪16 East Coast Locations: located in in New York, New Jersey, Connecticut, & Pennsylvania ▪Will increase company-owned restaurants to 176 locations, and will significantly expand owned footprint to the West Coast, while streamlining Northeast operations ▪Full Year 2019 Briad average unit volume (“AUV”) of $3.4MM is higher than existing Company-owned store base 22 BRIADACQUISITION Note: Financial information is based on full Year 2019 results, and is unaudited, subject to adjustment and does not present allinformation necessary to understand TGI Fridays’ financial condition or the financial condition of the Briad stores, as applicable, for the period presented. Information with respect to Briad has been furnished by Briad management. Store count information as of Dec 30, 2019.

23 Potential Visible Upside 23 ADJ. EBITDA BRIDGE: 2019 TO 2020 PROJECTION Briad Acquisition Anticipated Growth Levers in 2020 Gold Coast Acquisition including improved P&L flow-through Cost Savings Initiatives including improved store operations and streamlined company operations team 0.4% Forecasted Comp Sales Increase driven by 5 Strategic Pillars: Social Bar, Value, Loyalty Program, Speed / Attentiveness, & Off-Premise International Growth & Expansion International store growth of 12 net locations, including 40 gross new store openings Licensing Revenue Increases with growth potential coming primarily from international markets Note: 2019 financial information is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period presented. 2020 financial projections represent TGI Fridays’ assumptions and expectations in light of currently available information, and are subject to various risks and uncertainties, including those described on Slide 3. • 2019 Net Income (Loss): ($21.1MM) • 2020 Projected Net Income (Loss): $6.2MM ($ in millions)

24 24 ADJ. EBITDA BRIDGE: 2020 TO2021 PROJECTION Note: 2020 and 2021 financial projections represent TGI Fridays’ assumptions and expectations in light of currently availableinformation, and are subject to various risks and uncertainties, including those described on Slide 3. • 2020 Projected Net Income (Loss): $6.2MM • 2021 Projected Net Income (Loss): $15.3MM ($ in millions)

25 ▪ TGIF has invested ~$30MM to build app and loyalty program » Platform has the building blocks for internal data aggregation and data leveraging to maximize topline sales from this competitive advantage ▪ High ROI opportunities to upgrade the existing platform expected to lead to increased frequency of active users and better engagement with inactive user base Highly engaged & active base Foundation of a Great Loyalty Program Existing TGIF Program Largely inactive base ~60% Inactive* Note: * Have not placed an order on or off premise in >12 months Communicating cross channel Program that adds value for the guest Primarily email Heavily discounted 25 UPGRADEDIGITAL/ LOYALTYPROGRAM

26 ▪ TGIF has seen delivery sales increase ~140%+ (FY 2019 over FY 2018) » Total off-premise sales have grown from 8% of total sales in FY 2017 to ~13% in FY 2019 » Currently partnering with leading delivery services providers (DoorDash, UberEats, Postmates, Grubhub) ▪ Company is in the process of adding additional features to its delivery/off-premise platform which is expected to add incremental sales ▪ Through its involvement with P.F. Chang’s and Hooter’s, TriArtisan is working on building strategic relationships with the leading third-party delivery services providers, which could improve delivery profitability and add marketing support for all three brands ($ in MM) Off-Premise Sales as % of Total SalesTGIF Delivery Sales 26 THIRD-PARTYDELIVERY Note: Financial information for full fiscal year 2019 results are unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period presented.

27 FIVECOREPILLARS

28 Strategic Goals 5 Core Strategic Pillars SOCIAL BAR 1 VALUE 2 LOYALTY 3 OPERATIONS 4 OFF PREMISE 5 EXECUTION / MARKETING / INNOVATION Improve profits by 1,000 bps within 5 years Grow AUV +$1mm within 5 years Triple size of active Rewards Members and increase frequency by at least 25% within 5 years Enhance guest satisfaction scores by 20% within 2 years Recognized as one of theBest Places to Work with annual employee turnover under 100% within 2 years Deliver an Affordable and Social Bar Experience Provide Differentiated Value Across Every Daypart & Day of Week Recognize and Reward Our Loyal Guests and Team Members Improve Speed, Attentiveness and Manager Resolution Grow Off-Premise Channels 28 BRANDSTRATEGY: CREATEAPLACEWHEREPEOPLEOFALLSTRIPESUNITE

29 APPENDIX

30 30 TRANSACTIONSUMMARY ▪ At Closing, TGIF’s equityholders will receive $30 million of cash or Allegro common stock (@$10.15/share) at the option of holders. Holders of approximately 86% of outstanding equity have elected to receive Allegro common stock. » Current equityholders » Funds managed by TriArtisan Capital Advisors LLC (“TriArtisan”) –54% » Family office of Michael F. Price (“MFP”) –40% » Other minority holders –6% » TriArtisan will receive ~80% of its consideration in Allegro common stock » MFP will receive 100% of its consideration in Allegro common stock » Over the next 3 years, TGIF’s existing shareholders may receive up to an additional 2.0 million shares of Allegro common stock, contingent on the post-closing performance of the business 1 » Allegro’s founders and TGIF’s equityholders are subject to lockup provisions –through earlier of (i) December 15, 2020 (for TGIF’s equityholders) or one year after the completion of the merger (for Allegro’s founders) (ii) subsequent to the date of completion of the merger, the date on which a liquidation, merger, stock exchange or similar occurs or (iii) the date, at least 150 days after the date of the completion of the merger, the Allegro common stock achieves certain stock price appreciation. ▪ TGIF equityholders will nominate 6 Board members and Allegro will nominate 2 Board members ▪ Motivations for the transaction » Access to equity capital to deleverage the balance sheet » Cash to accelerate the revitalization plan and fund growth and marketing initiatives Note: 1 See Slide 31 for additional details on contingent shares conditions.

31 31 ILLUSTRATIVEADJUSTEDCAPITALIZATION& VALUATIONATCLOSING 1. Assumes that no Allegro shares are redeemed for their pro rata portion of the cash in trust. If some shares are redeemed, EV would remain unchanged as shares would decrease and net debt would increase. 2. Allegro has 15,322,500 rights outstanding, each of which converts to 1/10 of one common share immediately upon a business combination. 3. Equity and Enterprise Values exclude contingent consideration of two million shares which may be earned by the sellers if EBITDAin Fiscal 2020, 2021, or 2022 equals or exceeds $70 million or if Friday’s closing stock price is equal to or exceeds $15 for 20 out of 30 trading days prior to 12/31/22. 4. Represents full year 2019 TGIF Adjusted EBITDA, as further adjusted to give effect to: (a) the Briad Acquisition; (b) the Gold Coast Acquisition; and (c) public company costs as a result of the business combination between TGIF and Allegro, as if each such transaction had occurred on January 1, 2019. This figure is based, in part, on full fiscal year 2019 financial information that is unaudited and subject to change. The as further adjusted data has not been prepared in accordance with the requirements of Regulation S-X under the Securities Act relating to the preparation of pro forma informationor GAAP. Furthermore, while the unaudited as further adjusted data is based upon available information and certain assumptions and estimates that Allegro believes are reasonable, neither the assumptions underlying the adjustments nor the resulting as further adjusted information have been audited or reviewed in accordance with any generally accepted auditing standards. Accordingly, the information does not purport to represent what Allegro’s actual results of operations or financial position would have been if such transactions had occurred at the beginning of the considered period. 5. Warrants, which strike at $11.50, are out of the money and thus not dilutive 6. Assumes that approximately $100 million of excess cash is used to prepay securitization debt. Note: Financial information is based on full Year 2019 results, and is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period Capitalization and Valuation Allegro Public Shares (1) 11,167,131 Allegro Insider/Private Placement Shares 4,110,000 Allegro Shares from Rights (2) 1,532,250 Shares Issued to Fridays 2,561,786 Shares Outstanding at Closing (5) 19,371,167 Trust Value Per Share 10.32 Value of Common Equity at Trust Value (3) 199,910,443 Balance Sheet Cash at Closing (after debt prepayments) (6) 13,500,000 Debt at Closing (after debt prepayments) (6) 289,000,000 Enterprise Value at Closing 475,410,433 Full Year 2019 Public Company Adjusted EBITDA, as Further Adjusted (4) 52,300,000 EV/ Full Year 2019 Public Company Adjusted EBITDA, as Further Adjusted (3) (4) 9.1 Projected 2020 Public Company Adjusted EBITDA 58,500,000 EV/Projected 2020 Public Company Adjusted EBITDA (3) 8.1 Projected 2021 Public Company Adjusted EBITDA 70,300,000 EV/Projected 2021 Public Company Adjusted EBITDA (3) 6.8 Note: 2020 and 2021 financial projections represent TGI Fridays’ assumptions and expectations in light of currently available information, and are subject to various risks and uncertainties, including those described on Slide 3.

32 32 FRIDAYSINCOMESTATEMENT(TGIF MIDCO, INC. ANDCONSOLIDATEDSUBSIDIARIES) ($ in millions) TTM FY16 FY17 FY18 Jul-19 REVENUE: Company restaurant sales 173.9$ 179.8$ 190.5$ 253.3$ Management fees and reimbursables 28.0 10.3 5.7 6.3 Franchising revenue 79.4 77.8 74.8 68.6 Licensing royalties 10.4 11.9 12.6 13.1 Other revenue 2.7 6.6 9.6 8.4 Total revenue 294.3 286.5 293.1 349.6 COSTS AND EXPENSES: Cost of sales 52.8 52.5 52.5 69.6 Restaurant operating expenses 129.3 122.1 125.8 173.5 General and administrative 79.4 64.4 53.0 48.6 Depreciation and amortization 23.2 24.0 22.1 20.9 (Gain) loss on sales of assets and impairments 4.2 8.9 3.2 4.9 Other expense—net 0.0 0.1 0.0 0.0 Total costs and expenses 288.9 271.9 256.5 317.5 (LOSS) INCOME FROM OPERATIONS 5.4 14.6 36.5 32.1 OTHER (EXPENSE) INCOME: Interest income 0.0 0.1 0.1 0.1 Interest expense (19.7) (33.7) (25.2) (25.1) Equity in net earnings of unconsolidated affiliates 1.6 1.9 0.2 0.2 Total other (expense) income (18.1) (31.7) (24.9) (24.8) INCOME (LOSS) BEFORE TAXES INCLUDING NONCONTROLLING INTEREST (12.7) (17.1) 11.6 7.4 INCOME TAX BENEFIT (EXPENSE) 6.0 (48.2) (3.1) (3.2) NET INCOME (LOSS) (6.7) (65.3) 8.5 4.2 NONCONTROLLING INTEREST 0.3 1.0 1.4 2.0 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (7.0)$ (66.4)$ 7.1$ 2.2$ Note: Financial information for full fiscal year 2019 results is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period. 2020 and 2021 financial projections represent TGI Fridays’ assumptions and expectations in light of currently available information, and are subject to various risks and uncertainties, including those described on Slide 3.

33 TGI Fridays defines EBITDA as net income before interest expense, expense/benefit for income taxes, depreciation and amortization and non controlling interest. EBITDA and Adjusted EBITDA are presented because TGI Fridays believes investors’ understanding of its performance is enhanced by including these non-GAAP financial measures as a reasonable basis for evaluating its ongoing results of operations without the effect of non-cash charges such as severance, board and shareholder matter costs, asset impairments, non-recurring professional fees and project costs, asset disposals, restaurant closure costs, reorganization costs, stock options and joint venture earnings elimination. EBITDA and Adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered as alternatives to net income or cash flow from operations, as determined by GAAP, and TGI Fridays’ calculation thereof may not be comparable to that of other companies in its industry or otherwise. Adjusted EBITDA further adjusts EBITDA to reflect the additions and eliminations shown in the table below. The use of Adjusted EBITDA as a performance measure permits a comparative assessment of TGI Fridays’ operating performance relative to its performance based on TGI Fridays’ GAAP results, while isolating the effects of some items that vary from period to period without meaningful correlation to core operating performance. Adjusted EBITDA as presentedmay not be comparable to other similarly-titled measures of other companies, and TGI Fridays’ presentation of Adjusted EBITDA should not be construed as an inference that TGI Fridays’ future results will be unaffected by excluded or unusual items. RECONCILIATIONOFNETINCOMETOEBITDA ANDADJUSTEDEBITDA 33 RECONCILIATIONOFNETINCOMETOEBITDA & ADJUSTEDEBITDA (TGIF MIDCO, INC. ANDCONSOLIDATEDSUBSIDIARIES) Note: 2019 financial information is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period presented. 2020 and 2021 financial projections represent TGI Fridays’ assumptions and expectations in light of currently available information, and are subject to various risks and uncertainties, including those described on Slide 3.

34 FRIDAYSBALANCESHEET(TGIF MIDCO, INC. ANDCONSOLIDATEDSUBSIDIARIES) ($ in millions) TTM FY16 FY17 FY18 Jul-19 REVENUE: Company restaurant sales 173.9$ 179.8$ 190.5$ 253.3$ Management fees and reimbursables 28.0 10.3 5.7 6.3 Franchising revenue 79.4 77.8 74.8 68.6 Licensing royalties 10.4 11.9 12.6 13.1 Other revenue 2.7 6.6 9.6 8.4 Total revenue 294.3 286.5 293.1 349.6 COSTS AND EXPENSES: Cost of sales 52.8 52.5 52.5 69.6 Restaurant operating expenses 129.3 122.1 125.8 173.5 General and administrative 79.4 64.4 53.0 48.6 Depreciation and amortization 23.2 24.0 22.1 20.9 (Gain) loss on sales of assets and impairments 4.2 8.9 3.2 4.9 Other expense—net 0.0 0.1 0.0 0.0 Total costs and expenses 288.9 271.9 256.5 317.5 (LOSS) INCOME FROM OPERATIONS 5.4 14.6 36.5 32.1 OTHER (EXPENSE) INCOME: Interest income 0.0 0.1 0.1 0.1 Interest expense (19.7) (33.7) (25.2) (25.1) Equity in net earnings of unconsolidated affiliates 1.6 1.9 0.2 0.2 Total other (expense) income (18.1) (31.7) (24.9) (24.8) INCOME (LOSS) BEFORE TAXES INCLUDING NONCONTROLLING INTEREST (12.7) (17.1) 11.6 7.4 INCOME TAX BENEFIT (EXPENSE) 6.0 (48.2) (3.1) (3.2) NET INCOME (LOSS) (6.7) (65.3) 8.5 4.2 NONCONTROLLING INTEREST 0.3 1.0 1.4 2.0 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (7.0)$ (66.4)$ 7.1$ 2.2$ 34 Note: Financial information for full fiscal year 2019 results is unaudited, subject to adjustment and does not present all information necessary to understand TGI Fridays’ financial condition for the period.

35 1) Comparable public companies were selected based on similar end markets and/or products. However, each of these companies differsmaterially from TGIF and no assurance can be given that the public markets would value TGIF similarly. Adjusted EBITDA of presented companies may notbe comparable to TGIF. 2) Percentage of system franchised does not reflect the acquisition of Briad’s 36 units as the transfer of all units is not yet completed. 3) Source: Capital IQ as of 2/10/20 35 COMPARABLECOMPANYANALYSIS