EXHIBIT 10.8 FORM OFRegistration Rights Agreement • April 12th, 2005 • Steakhouse Partners Inc • Retail-eating places • New York
Exhibit 2.1 PURCHASE AND SALE AGREEMENT PARAGON STEAKHOUSE RESTAURANTSPurchase and Sale Agreement • August 3rd, 2000 • Steakhouse Partners Inc • Retail-eating places • California
EXHIBIT 10.25 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between GALVESTON'S STEAKHOUSE CORP., a Delaware corporation, with headquarters located at 151...Security Agreement • February 10th, 1999 • Galvestons Steakhouse Corp • Retail-eating places • New York
EXHIBIT 10.38 PURCHASE AND SALE AGREEMENT PARAGON STEAKHOUSE RESTAURANTSPurchase and Sale Agreement • March 27th, 2000 • Steakhouse Partners Inc • Retail-eating places • California
EXHIBIT 10.23 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between GALVESTON'S STEAKHOUSE CORP., a Delaware corporation, with headquarters located at 10200...Securities Purchase Agreement • August 13th, 1999 • Galvestons Steakhouse Corp • Retail-eating places • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 1998 • Galvestons Steakhouse Corp • Retail-eating places
Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT THIS FIRST AMENDMENT TO MERGER AGREEMENT dated as of September 14, 1998 (this "Amendment") is entered into by and among GALVESTON'S STEAKHOUSE CORP., a Delaware corporation ("Buyer"), and TRI-CORE...Merger Agreement • January 5th, 1999 • Galvestons Steakhouse Corp • Retail-eating places • California
Exhibit 4.1 FORM OFSteakhouse Partners Inc • April 12th, 2005 • Retail-eating places • New York
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of April 1, 2004, by and between Steakhouse Partners, Inc., a Delaware corporation (the "Company"), and Mr. Joseph Wulkowicz ("Executive"). In consideration of the mutual...Employment Agreement • May 17th, 2004 • Steakhouse Partners Inc • Retail-eating places • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2005 • Steakhouse Partners Inc • Retail-eating places • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of September, 2005 by and among Steakhouse Partners, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors as of the date hereof (the “Purchase Agreement”).
FORM OFSteakhouse Partners Inc • April 12th, 2005 • Retail-eating places • New York
JOINT FILING AGREEMENT Each of the undersigned hereby agrees that the Statement on Schedule 13G/A with respect to the securities of Steakhouse Partners, Inc., dated February 1, 2005, is, and any amendments thereto (including amendments on Schedule...Joint Filing Agreement • February 2nd, 2005 • Steakhouse Partners Inc • Retail-eating places
Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY...Steakhouse Partners Inc • April 12th, 2005 • Retail-eating places • Delaware
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of April 1, 2004, by and between Steakhouse Partners, Inc., a Delaware corporation (the "Company"), and Mr. A. Stone Douglass ("Executive"). In consideration of the mutual...Employment Agreement • May 17th, 2004 • Steakhouse Partners Inc • Retail-eating places • California
EXHIBIT 4.1 FORM OF COMMON STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW...Warrant Signature • January 24th, 2005 • Steakhouse Partners Inc • Retail-eating places • New York
Exhibit 10.5 UNSECURED PROMISSORY NOTE U.S. $1,535,000 DATED October 19, 2003 FOR VALUE RECEIVED, the undersigned, STEAKHOUSE PARTNERS, INC. ("Steakhouse Partners") and PARAGON STEAKHOUSE RESTAURANTS, INC. (collectively with Steakhouse Partners, the...Steakhouse Partners Inc • April 12th, 2005 • Retail-eating places
ContractSteakhouse Partners Inc • June 25th, 2007 • Retail-eating places
Reference is hereby made to that certain Amended Class 4 Security Agreement, dated as of May 31, 2006, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time (the “Security Agreement”), by and among Steakhouse Partners, Inc., a Delaware corporation, Paragon Steakhouse Restaurants, Inc., a Delaware corporation, Paragon of Michigan, Inc., a Wisconsin corporation (collectively, the “Debtors”) and T. Scott Avila (“Secured Party”), solely in his capacity as trustee of the Class 4 Creditor Trust established pursuant to the First Amended Joint Plan of Reorganization of Steakhouse Partners, Inc., Paragon Steakhouse Restaurants, Inc., and Paragon of Michigan, Inc., administratively consolidated under Case No. RS 02-12648-MG in the United States Bankruptcy Court for the Central District of California, Riverside Division and the Creditor Trust Agreement executed by Secured Party and the Debtors in connection therewith. Capitalized terms not defined
STEAKHOUSE PARTNERS, INC. INCENTIVE STOCK OPTION AGREEMENT (Time-based Vesting)Incentive Stock Option Agreement • April 5th, 2006 • Steakhouse Partners Inc • Retail-eating places • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of _____________ (“Grant Date”), is made by and between Steakhouse Partners, Inc., a Delaware corporation (the “Company”), and ___________, (the “Participant”) relating to Stock Options granted under the Steakhouse Partners, Inc. 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in the Plan.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN PARAGON STEAKHOUSE RESTAURANTS, INC. AND DELAWARE TRUST COMPANY, N.A. AS OWNER TRUSTEE AND WELLS FARGO BANK, N.A. AS INDENTURE TRUSTEE OF THE ACLC BUSINESS LOAN RECEIVABLES TRUST AND DELAWARE TRUST...Membership Interest Purchase Agreement • March 28th, 2007 • Steakhouse Partners Inc • Retail-eating places • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is entered into on October____, 2006, by and between Paragon Steakhouse Restaurants, Inc., a Delaware corporation and wholly-owned subsidiary of Steakhouse Partners, Inc., a Delaware corporation (the “Buyer”), and Delaware Trust Company, N.A as Owner Trustee and Wells Fargo Bank, N.A. as Indenture Trustee of the ACLC Business Loan Receivables Trust 1999-2, and Delaware Trust Company, N.A as Owner Trustee and Wells Fargo Bank, N.A. as Indenture Trustee of the ACLC Business Loan Receivables Trust 2000-1 (each a “Seller” and collectively, the “Sellers”), acting through AMRESCO Commercial Finance, LLC, a Delaware limited liability company (“AMRESCO”) as the servicing agent for Sellers. The Buyer and the Sellers are referred to collectively herein as the “Parties.” This Agreement is entered into with reference to the following facts:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2006 • Steakhouse Partners Inc • Retail-eating places
ROADHOUSE GRILL, INC., STEAKHOUSE PARTNERS, INC., AND RGI ACQUISITION CORP. have previously entered into that certain Agreement and Plan of Merger dated November 17, 2005 (the “Agreement”). The parties hereby agree to amend the Agreement as follows:
AGREEMENT AND PLAN OF MERGER dated as of November 17, 2005 among Roadhouse Grill, Inc. (“Company"), Steakhouse Partners, Inc. (“Acquiror”) and Acquiror’s wholly-owned subsidiary, RGI Acquisition Corp. (“Merger Sub”)Agreement and Plan of Merger • November 22nd, 2005 • Steakhouse Partners Inc • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER dated as of November 17, 2005, (the “Agreement”) among Roadhouse Grill, Inc., a Florida corporation (“Company”), Steakhouse Partners, Inc., a Delaware corporation (“Acquiror”), and RGI Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”).
