GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 200 by and between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), and (“Indemnitee”).
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. Common Stock, without par value Form of Underwriting AgreementGordon Biersch Brewery Restaurant Group, Inc. • May 17th, 2006 • Retail-eating places • New York
Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, without par value (“Stock”), of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Restricted Stock Agreement (the “Agreement”), dated as of September 15, 2005 (the “Award Date”), is made between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”) and Robert Werk (the “Participant”).
LIQUIDATION PREFERENCE AGREEMENTLiquidation Preference Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc.
THIS LIQUIDATION PREFERENCE AGREEMENT (the “Agreement”) is dated effective as of October 27, 2004 by and among RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (“Gordon Biersch”) for the limited purposes set forth herein and each of the undersigned holders of Gordon Biersch’s common stock, no par value per share, (“Common Stock”) outstanding as of the date hereof (the “Holders”).
RSTW NOTE SUBORDINATION AGREEMENTRSTW Note Subordination Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • New York
SUBORDINATION AGREEMENT dated as of October 27, 2004, made by RSTW PARTNERS III, L, P. (the “Subordinated Creditor”) and GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Obligor”), in favor of the holders of the Senior Debt (as hereinafter defined), including, but not limited to, each of the Lenders (as hereinafter defined) and ABLECO FINANCE LLC, a Delaware limited liability company as collateral agent for the Agents and the Lenders referred to in the Loan Agreement defined below (in such capacity, the “Collateral Agent”).
HANCOCK PARK NOTE SUBORDINATION AGREEMENTHancock Park Note Subordination Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • New York
SUBORDINATION AGREEMENT dated as of October 27, 2004, made by HANCOCK PARK CAPITAL II, L.P. (the “Subordinated Creditor”) and GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Obligor”), in favor of the holders of the Senior Debt (as hereinafter defined), including, but not limited to, each of the Lenders (as hereinafter defined) and ABLECO FINANCE LLC, a Delaware limited liability company as collateral agent for the Agents and the Lenders referred to in the Loan Agreement defined below (in such capacity, the “Collateral Agent”).
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • April 24th, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Retail-eating places • Tennessee
This Agreement dated as of (the “Date of Grant”) between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”) and (the “Participant”).
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Agreement dated as of (the “Date of Grant”) between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”) and (the “Participant”).
MANAGEMENT AGREEMENTManagement Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • California
This Management Agreement (“Agreement”) is entered into as of October 27, 2004 (the “Effective Date”) by and between GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Company”), and HANCOCK MANAGEMENT PARTNERS, INC., a California corporation (“HMF”).
SECURITIES PURCHASE AGREEMENT between GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation and HANCOCK PARK CAPITAL II, L.P., a Delaware limited partnershipSecurities Purchase Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
THIS SECURITIES PURCHASE AGREEMENT is made and entered into as of October 27, 2004, by and between Hancock Park Capital II, L.P., a Delaware limited partnership (“Investor”), and Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”). Capitalized terms used in this Agreement are defined herein and in Exhibit A.
LICENSE AGREEMENTLicense Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Colorado
This LICENSE AGREEMENT (“Agreement”) is made and entered into as of the 17th day of November, 1998, by and between Trolley Barn Brewery, Inc., a Tennessee corporation (“Trolley”), and Rock Bottom Restaurants, Inc., a Delaware corporation (“Rock Bottom”).
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This MANAGEMENT EMPLOYMENT AGREEMENT is made as of December 10, 1999, by and between TROLLEY BARN BREWERY, INC., a Tennessee corporation (the “Company”), and H. ALLEN COREY, a resident of Lookout Mountain, Tennessee (the “Employee”).
AMENDED AND RESTATED FINANCING AGREEMENT Dated as of October 27, 2004 by and among GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., and BIG RIVER BREWERIES, INC. and GB ACQUISITION, INC., as Borrowers, EACH PERSON LISTED AS A GUARANTOR ON THE SIGNATURE...Financing Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • New York
Amended and Restated Financing Agreement, dated as of October 27, 2004, by and among GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Parent”), BIG RIVER BREWERIES, INC., a Tennessee corporation (“Big River”), and GB ACQUISITION, INC., a Tennessee corporation (“GBA” and together with Big River, each a “Borrower” and collectively, the “Borrowers”), each Person listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and WELLS FARGO FOOTHILL, INC., a California corporation (“Foothill”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively,
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 24th, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Retail-eating places • Tennessee
This Restricted Stock Agreement (the “Agreement”), dated as of (the “Award Date”), is made between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”) and (the “Participant”).
THIRD AMENDMENT AND WAIVER TO FINANCING AGREEMENTFinancing Agreement • April 24th, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Retail-eating places • New York
THIRD AMENDMENT AND WAIVER, dated as of April 21, 2006 (this “Amendment”), to the Amended and Restated Financing Agreement, dated as of October 27, 2004 as amended by the First Amendment dated April 11, 2005 and the Second Amendment dated as of January 4, 2006 (as may be further amended, restated, modified, supplemented or otherwise changed from time to time, the “Financing Agreement”), by and among GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Parent”), BIG RIVER BREWERIES, INC., a Tennessee corporation (“Big River”), and GB ACQUISITION, INC., a Tennessee corporation (“GBA” and together with Big River, each a “Borrower” and collectively, the “Borrowers”), each Person listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the ”Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“
CAPITAL CALL AGREEMENTCapital Call Agreement • March 24th, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Retail-eating places • New York
CAPITAL CALL AGREEMENT, dated as of January 4, 2006, made by Hancock Park Capital II, L.P. (the “Sponsor”), in favor of the Agents and the Lenders referred to below.
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Shareholders’ Agreement, dated as of October 27, 2004 (this “Agreement”), is entered into by and among Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), Hancock Park Capital II, L.P., a Delaware limited partnership, (“HP Fund”) and each of the other shareholders of the Company whose names appear on the signature pages hereto or on Instruments of Accession hereto in the form of Schedule II hereto.
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT AS STATED IN AN AGREEMENT...Gordon Biersch Brewery Restaurant Group, Inc. • March 24th, 2006 • Retail-eating places • Tennessee
THIS WARRANT AND THE UNDERLYING SECURITIES ARE SUBJECT TO THE TERMS OF A CERTAIN SHAREHOLDERS’ AGREEMENT, DATED AS OF OCTOBER 27, 2004, AMONG THE ISSUER OF THIS WARRANT AND CERTAIN SHAREHOLDERS, AS THE SAME MAY BE FURTHER AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE SHAREHOLDERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS AND RIGHTS RELATING TO THE VOTING OF THE UNDERLYING SECURITIES AND TRANSFER OF THIS WARRANT AND THE UNDERLYING SECURITIES. NO REGISTRATION OF TRANSFER OF SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS AND RIGHTS SHALL HAVE BEEN COMPLIED WITH. A COPY OF THE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE SHAREHOLDERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS WARRANT.
CAPITAL CALL AGREEMENTCapital Call Agreement • April 24th, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Retail-eating places • New York
CAPITAL CALL AGREEMENT, dated as of April 21, 2006, made by Hancock Park Capital II, L.P. (the “Sponsor”), in favor of the Agents and the Lenders referred to below.
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. Common Stock, without par value Form of Underwriting AgreementGordon Biersch Brewery Restaurant Group, Inc. • June 6th, 2006 • Retail-eating places • New York
Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, without par value (“Stock”), of the Company and RSTW Partners III, L.P. (the “RSTW Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock, and, at the election of the Underwriters, the Company and Hancock Park Capitol II, L.P. (the “HP Shareholder”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the RSTW Shareholder is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the HP Shareholder is herein called the “Optional Shares.” The Firm Shares
TRADEMARK ASSIGNMENT AND CO-EXISTENCE AGREEMENT Between GORDON BIERSCH BREWING COMPANY And GB ACQUISITION, INC. Dated as of December 10, 1999Co-Existence Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Nevada
This ASSIGNMENT and CO-EXISTENCE AGREEMENT, (this “Agreement”), dated December 10, 1999 (the “Effective Date”), is by and between Gordon Biersch Brewing Company, Inc., a California corporation (“GBC”), 2960 W. Sahara Avenue, Suite 200, Las Vegas, Nevada 89102 and GB Acquisition, Inc., a Tennessee corporation (“Big River”). 100 East 10th Street, Suite 600, Chattanooga, Tennessee 37402 (each individually a “Party”; collectively the “Parties”).
