SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2021 • BBQ Holdings, Inc. • Retail-eating places • New York
THIS SECURITIES Purchase Agreement (this “Agreement”) is dated as of June 24, 2021, between BBQ Holdings, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • BBQ Holdings, Inc. • Retail-eating places
This Agreement is made pursuant to the Securities Purchase Agreements, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreements”).
OPERATING AGREEMENT OF FUMUME, LLCOperating Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Delaware
By Calhoun Square Associates General Partner of Calhoun Square Associates Limited Partnership By RHH Limited Partnership General Partner of Calhoun Square Associates By ______________________________________ General Partner of RHH Limited Partnership...Lease Agreement • October 1st, 1996 • Famous Dave S of America Inc • Retail-eating places
ARTICLE I. APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATESWarrant Agreement • May 15th, 1997 • Famous Dave S of America Inc • Retail-eating places • Minnesota
INTRODUCTIONContribution Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT This Agreement is made as of July 25, 2003 by and between FAMOUS DAVE'S OF AMERICA, INC., a Minnesota corporation (the "Company"), and DAVID GORONKIN (the "Executive"). W I T N E S S E T H WHEREAS, the Company desires...Employment Agreement • November 10th, 2003 • Famous Daves of America Inc • Retail-eating places • Minnesota
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2015 • Famous Daves of America Inc • Retail-eating places • Minnesota
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2015 between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and (“Indemnitee”).
1 EXHIBIT 10.16 SEPARATION AGREEMENT AND GENERAL RELEASE Mark A. Payne 8860 Flesher Circle Eden Prairie, MN 55347 Dear Mark: This letter will document our agreement concerning the termination of your employment with Famous Dave's of America, Inc. (the...Separation Agreement • March 30th, 1998 • Famous Dave S of America Inc • Retail-eating places • Minnesota
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement is made as of July 1, 1999 by and between FAMOUS DAVE'S OF AMERICA, INC., a Minnesota corporation (the "Company"), and MARTIN J. O'DOWD (the "Executive"). W I T N E S S E T H WHEREAS, the Company...Employment Agreement • August 18th, 1999 • Famous Dave S of America Inc • Retail-eating places • Minnesota
AGREEMENT:Loan Agreement • March 29th, 2001 • Famous Daves of America Inc • Retail-eating places • Arizona
AGREEMENTAgreement • May 16th, 2000 • Famous Dave S of America Inc • Retail-eating places • Minnesota
EXHIBIT 10.18 EMPLOYMENT AGREEMENT This Agreement is made as of September 29, 1999 by and between FAMOUS DAVE'S OF AMERICA, INC., a Minnesota corporation (the "Company"), and PAUL CAMPBELL (the "Executive"). W I T N E S S E T H WHEREAS, the Company...Employment Agreement • March 15th, 2000 • Famous Dave S of America Inc • Retail-eating places • Minnesota
1 Exhibit 10.4 ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease ("ASSIGNMENT") is made this 18th day of May, 2001 by and between Famous Dave's Ribs-U, Inc., a Minnesota corporation ("ASSIGNOR") and FUMUME II, LLC, a Delaware...Assignment and Assumption of Lease • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Minnesota
EXHIBIT 10.12 EMPLOYMENT AGREEMENT This Agreement is made as of December 18, 1996 by and between Famous Dave's of America, Inc., a Minnesota corporation (the "Company"), and Stan Herman (the "Executive"). W I T N E S S E T H WHEREAS, the Company...Employment Agreement • March 31st, 1997 • Famous Dave S of America Inc • Retail-eating places • Minnesota
1 MASTER LEASEMaster Lease • March 29th, 2001 • Famous Daves of America Inc • Retail-eating places • Arizona
1 EMPLOYMENT AGREEMENT This Agreement is made as of January 23, 1997 by and between FAMOUS DAVE'S OF AMERICA, INC., a Minnesota corporation (the "Company"), and DOUGLAS S. LANHAM (the "Executive"). W I T N E S S E T H WHEREAS, the Company desires to...Option Agreement • March 31st, 1997 • Famous Dave S of America Inc • Retail-eating places • Minnesota
BACKGROUNDManagement Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Tennessee
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 14th, 2022 • BBQ Holdings, Inc. • Retail-eating places • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 10, 2022, is entered into between L & S CULINARY CONCEPTS, LLC, an Arizona limited liability company, BARRIO CULINARY CONCEPTS, LLC, an Arizona limited liability company, BCC DESERT RIDGE, LLC, an Arizona limited liability company, BCC TEMPE MARKET PLACE, LLC, an Arizona limited liability company, BCC QUEEN CREEK MARKET PLACE, LLC, an Arizona limited liability company, BCC HERITAGE MARKET PLACE, LLC, an Arizona limited liability company, BCC-GLENDALE, LLC, an Arizona limited liability company, BCC-AVONDALE PARK 10, LLC, an Arizona limited liability company, and BCC PRASADA WEST, LLC, an Arizona limited liability (collectively and severally, “Seller”), Linda Nash, an Arizona resident (“Nash”), Steve Rosenfield, an Arizona resident (“Rosenfield,” and together with Nash, “Principals”), and BQ CONCEPTS LLC, an Arizona limited liability company (“Buyer”).
AGREEMENTService Mark License Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Tennessee
AGREEMENT:Loan Agreement • May 16th, 2000 • Famous Dave S of America Inc • Retail-eating places • Arizona
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2018 • Famous Daves of America Inc • Retail-eating places • Minnesota
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into February 12, 2018 and shall be effective as of the Executive’s start date with the Company, which is anticipated to be March 6, 2018 (the “Effective Date”), by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Paul Malazita, an individual resident of the State of Minnesota (“Executive”).
FORM OF FAMOUS DAVE’S OF AMERICA, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 13th, 2015 • Famous Daves of America Inc • Retail-eating places • Minnesota
This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made effective as of [ ] by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and [ ] (“Director”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2017 • Famous Daves of America Inc • Retail-eating places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 10th day of November, 2017, by and among Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and PW Partners, LLC, a Delaware limited liability company (the “Investor”).
Famous Dave’s of America, Inc. Restricted Stock AgreementRestricted Stock Agreement • November 5th, 2009 • Famous Daves of America Inc • Retail-eating places • Minnesota
This Restricted Stock Agreement (the “Agreement”) is made effective as of September 29, 2009 by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Wallace Blair Doolin (“Director”).
LOAN AGREEMENT (Loans 2 and 3)Loan Agreement • December 8th, 2016 • Famous Daves of America Inc • Retail-eating places • Minnesota
THIS LOAN AGREEMENT (“Agreement”) is made as of December 2, 2016, by and between FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (all of the foregoing referred to collectively as the “Borrower”) and VENTURE BANK, a Minnesota banking corporation (“Lender”).
PLAN OF MERGERPlan of Merger • September 17th, 2019 • Famous Daves of America Inc • Retail-eating places
This PLAN OF MERGER, dated as of September 6, 2019 (the “Plan”), is entered into by and among Famous Dave’s of America, Inc., a Minnesota corporation (“Famous Dave’s” and after the Effective Time, the “Surviving Corporation”), BBQ Holdings, Inc., a Minnesota corporation and the direct subsidiary of Famous Dave’s (“Holding Company”), and BBQ Merger Sub, Inc., a Minnesota corporation and indirect subsidiary of Famous Dave’s and direct subsidiary of Holding Company (“Merger Sub”) (each a “Party” and together, the “Parties”).
SUBSCRIPTION AND INFORMATION AGENT AGREEMENTSubscription and Information Agent Agreement • December 6th, 2017 • Famous Daves of America Inc • Retail-eating places • Pennsylvania
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 30th day of November by and between Famous Dave’s of America, Inc., a corporation organized and existing under the laws of Minnesota (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Company having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).
FAMOUS DAVE’S OF AMERICA, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 13th, 2015 • Famous Daves of America Inc • Retail-eating places • Minnesota
This Stock Option Agreement (the “Agreement”) is made and entered into as of June 2, 2014, between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Richard A. Pawlowski (“Executive”).
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • December 4th, 2015 • Famous Daves of America Inc • Retail-eating places • New York
This FIRST AMENDMENT TO FORBEARANCE AGREEMENT, dated as of December 2, 2015 (this “Agreement”), is entered into by and among FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation (each individually a “Borrower” and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Credit Agreement (as defined below).
FORM OF PERFORMANCE SHARE AGREEMENT (2007-2009 Awards)Performance Share Agreement • February 27th, 2007 • Famous Daves of America Inc • Retail-eating places • Minnesota
PERFORMANCE SHARE AGREEMENT (the “Agreement”) made effective as of February 21, 2007 by and between Famous Dave’s of America, Inc., a Minnesota corporation, having a place of business at 12701 Whitewater Drive, Suite 200, Minnetonka, MN 55343 (the “Company”), and ___________________________ (“Employee”).
FORBEARANCE AGREEMENTForbearance Agreement • May 18th, 2016 • Famous Daves of America Inc • Retail-eating places • New York
This FORBEARANCE AGREEMENT, dated as of May 16, 2016 (this “Agreement”), is entered into by and among FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation (each individually a “Borrower” and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Credit Agreement (as defined below).
NOMINATION AGREEMENTNomination Agreement • March 4th, 2013 • Famous Daves of America Inc • Retail-eating places • Minnesota
This Nomination Agreement (this “Agreement”) dated March 1, 2013, is by and among the persons and entities listed on Schedule A (collectively, the “PW Group”, and individually a “member” of the PW Group), Famous Dave’s of America, Inc. (the “Company”) and Patrick Walsh, in his individual capacity and as a member of the PW Group (the “PW Designee”).
FAMOUS DAVE’S OF AMERICA, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 17th, 2008 • Famous Daves of America Inc • Retail-eating places • Minnesota
This Restricted Stock Unit Agreement (this “Agreement”), made effective as of September 11, 2008, is by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Christopher O’Donnell (“Employee”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 2nd, 2012 • Famous Daves of America Inc • Retail-eating places
Notwithstanding the foregoing, (a) for the period commencing on the Amendment Closing Date through the Adjustment Date immediately following the date of delivery by the Borrowers to the Administrative Agent of a Compliance Certificate for the fiscal period ending on or about September 30, 2012, the Applicable Margin shall be the percentage set forth in Level I in the table above; and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to Section 6.01 hereof, then for the period commencing on the date after the day on which such Compliance Certificate was due until the Adjustment Date, the Applicable Margin shall be that percentage corresponding to Level I in the table above.
