SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2017 • ONE Group Hospitality, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2017, between The ONE Group Hospitality, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
5,000,000 Units COMMITTED CAPITAL ACQUISITION CORPORATION. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
Committed Capital Acquisition Corporation (formerly known as Plastron Acquisition Corp. II), a Delaware corporation (the “Company”), hereby confirms its agreement with Broadband Capital Management LLC (the “Representative”) and the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters, being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), and Rodman & Renshaw, LLC (“Rodman”), as the qualified independent underwriter, as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 30th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2011, by and between COMMITTED CAPITAL ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
CREDIT AGREEMENT Dated as of May 15, 2019 among THE ONE GROUP HOSPITALITY, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer and THE LENDERS PARTY...Credit Agreement • May 16th, 2019 • ONE Group Hospitality, Inc. • Retail-eating places • New York
COMMON STOCK PURCHASE WARRANT THE ONE GROUP HOSPITALITY, inc.ONE Group Hospitality, Inc. • November 17th, 2017 • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 15, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from The ONE Group Hospitality, Inc., a Nevada corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2011, is made and entered into by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Holder on the signature page hereto (each such party, an “Initial Stockholder” and collectively the “Initial Stockholders,” and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___________], 2011, is made and entered into by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Holder on the signature page hereto (each such party, an “Initial Stockholder” and collectively the “Initial Stockholders,” and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”.
WARRANT AGREEMENTWarrant Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________________, 2011, is by and between Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 16, 2013, between the Company and each Purchaser (the “Purchase Agreement”) and the Agreement and Plan of Merger, dated as of October 16, 2013, by and among the Company, CCA Acquisition Sub, LLC, TOG and Samuel Goldfinger, as Representative (the “Merger Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This agreement (“Agreement”) is made as of ___________, 2011 by and between Committed Capital Acquisition Corporation (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
Committed Capital Acquisition Corporation New York, NY 10019 Attn: Michael Rapoport Broadband Capital Management LLC New York, NY 10019 Attn: George Cannon Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 16th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Broadband Capital Management LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 5,750,000 of the Company’s units (the “Units”) (including up to 750,000 Units subject to an over-allotment option granted to the Underwriters), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”)
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 14th, 2009 • Plastron Acquisition Corp Ii • Blank checks • Delaware
AGREEMENT entered into as of the 14th day of May, 2009, by and between Plastron Acquisition Corp. II, a Delaware corporation with an address at 712 Fifth Avenue, New York, NY 10019 (the “Company”) and Charles Allen, an individual with an address at 244 East 32nd Street, New York, New York 10016 (the “Purchaser”).
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 10th, 2021 • ONE Group Hospitality, Inc. • Retail-eating places • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 4, 2019, is entered into by and among THE ONE GROUP HOSPITALITY, INC., a Delaware corporation (“Holdings”), THE ONE GROUP, LLC, a Delaware limited liability company (the “Company”), and certain of their respective Subsidiaries, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS BANK USA (“GSB”), as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”) for the Lenders.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2013, by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2022 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into by and between THE ONE GROUP HOSPITALITY, INC. a Delaware corporation (the “Company”), and EMANUEL HILARIO (the “Executive”), and effective as of September 2, 2022 (the “Effective Date”). This Agreement amends and restates in its entirety the Amended and Restated Employment Agreement dated September 24, 2021.
ContractTrust Indemnification Agreement • October 25th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of October 24, 2011, is made and entered into by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), Broadband Capital Management LLC (“Broadband”) and Michael Rapoport (a/k/a Michael Rapp) (“Rapp”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This agreement (“Agreement”) is made as of October 24, 2011 by and between Committed Capital Acquisition Corporation (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
WARRANT AGREEMENTWarrant Agreement • October 25th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 24, 2011, is by and between Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2015 by and among KATSU- GLENDALE, LLC, SBEEG HOLDINGS, LLC, SBE/KATSUYA USA, LLC, THE ONE GROUP HOSPITALITY, INC., and WASABI ACQUISITION GLENDALE, LLC,Agreement and Plan of Merger • July 10th, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made as of July 9, 2015 by and among Katsu-Glendale, LLC, a California limited liability company (the “Company”), SBEEG Holdings, LLC, a Delaware limited liability company (“SBEEG”), SBE/Katsuya USA, LLC, the manager of the Company (the “Manager”), The ONE Group Hospitality, Inc., a Delaware corporation (“Parent”), and Wasabi Acquisition Glendale, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). The Company, Parent, Merger Sub and SBEEG are collectively referred to herein as the “Parties” and individually each as a “Party.”
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 14th, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • New York
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 2, 2015 (this "Pledge Agreement"), by THE ONE GROUP, LLC, a Delaware limited liability company (the "Pledgor"), in favor of BANKUNITED, N.A. (the "Bank").
DEMAND NOTE (The One Group)Demand Note • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
FOR VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14'h Street, Suite 200, New York, New York 10014 (hereinafter referred to as "Maker"), promises to pay to the order of RCI II, LTD, a Jersey Island limited liability company (hereinafter referred to as "Payee"), at 411 West 14th Street, Suite 200, New York, New York 10014 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of SEVEN HUNDRED SEVENTY THOUSAND NINE HUNDRED SEVENTY ONE AND 25/100 DOLLARS ($770,971.25), in lawful money of the United States of America, at the place and in the manner hereinafter provided, with interest thereon to be computed from the date of the first Disbursement (as hereinafter defined) on the outstanding principal balance of this Note from time to time (hereinafter referred to as the "Principal Balance") at the rate of twelve percent (12.00%) per annum and to be paid on DEMAND. Interest shall be co
FOURTH AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 1st, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • New York
FOURTH AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 17, 2014 among THE ONE GROUP, LLC, a Delaware limited liability company, ONE 29 PARK MANAGEMENT, LLC, a New York limited liability company, STK-LAS VEGAS, LLC, a Nevada limited liability company, STK ATLANTA, LLC, a Georgia limited liability company, STK CHICAGO LLC, an Illinois limited liability company, STK-LA, LLC, a New York limited liability company, STK MIAMI, LLC, a Florida limited liability company, STK MIAMI SERVICE, LLC, a Florida limited liability company, STK MIDTOWN HOLDINGS, LLC, a New York limited liability company, STK MIDTOWN, LLC, a New York limited liability company, STK ORLANDO LLC, a Florida limited liability company, TOG BISCAYNE, LLC, a Florida limited liability company, WSATOG (MIAMI) LLC, a Delaware limited liability company and STK WESTWOOD, LLC, a California limited liability company (hereinafter referred to individually as an "Existing Borrower", and collectively, as the "Existing Borrowers
PLEDGE AGREEMENT [THE ONE GROUP, LLC / COMMITTED CAPITAL ACQUISITION CORPORATION]Pledge Agreement • October 29th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Retail-eating places • New York
PLEDGE AGREEMENT, dated as of October 25, 2013 (this "Agreement"), by COMMITTED CAPITAL ACQUISITION CORPORATION, a Delaware corporation (the "Pledgor"), in favor of BANKUNITED, N.A., as successor by merger to Herald National Bank (the "Bank").
SUBORDINATION AGREEMENT [TALIA LTD]Subordination Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Subordination Agreement (this "Agreement") is entered into as of October 31, 2011 (the "Effective Date"), by HERALD NATIONAL BANK, a national banking association, whose address is 623 Fifth Avenue, 11th Floor, New York, New York 10022 (the "Bank"), TALIA LTD., whose address is 411 West 14thStreet, 4th Floor, New York, New York 10128 (the "Creditor"), and THE ONE GROUP, LLC, a Delaware limited liability company, ONE 29 PARK MANAGEMENT, LLC, a New York limited liability company, STK-LAS VEGAS, LLC, a Nevada limited liability company, and STK ATLANTA, LLC, a Georgia limited liability company, (hereinafter referred to individually as a "Borrower", and collectively, as the "Borrowers"), whose address is c/o The One Group, LLC, 411 West 14th Street, 3rdFloor, New York, New York 10014.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE ONE GROUP HOSPITALITY, INC. HPC III KAIZEN LP AND HPS INVESTMENT PARTNERS, LLC Dated as of [●], 2024Registration Rights Agreement • March 26th, 2024 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
This Agreement is entered into in connection with the closing of the issuance of warrants (the “Warrants”) to purchase shares of the Company’s Common Stock pursuant to the Investment Agreement, dated as of March 26, 2024, by and among the Company and the Investors (as amended, supplemented or otherwise modified from time to time, the “Investment Agreement”).
DEMAND NOTE (The One Group)COMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks • New York
FOR VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14th Street, Suite 200, New York, New York 10014 (hereinafter referred to as “Maker”), promises to pay to the order of RCI II, LTD, a Jersey Island limited liability company (hereinafter referred to as “Payee”), at 411 West 14th Street, Suite 200, New York, New York 10014 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00), in lawful money of the United States of America, at the place and in the manner hereinafter provided, with interest thereon to be computed from the date of the first Disbursement (as hereinafter defined) on the outstanding principal balance of this Note from time to time (hereinafter referred to as the “Principal Balance”) at the rate of twelve percent (12.00%) per annum and to be paid on DEMAND. Interest shall be computed and shall acc
LOAN AGREEMENTLoan Agreement • October 28th, 2016 • ONE Group Hospitality, Inc. • Retail-eating places • New York
This Loan Agreement (this “Agreement”) is made by and between The ONE Group Hospitality, Inc., a Delaware corporation (the “Company”), and the undersigned noteholder (“Noteholder”), effective as of October 24, 2016 (the “Effective Date”). The Company and Noteholder are each sometimes referred to herein as a “Party”, and collectively as the “Parties”.
GRANT OF SECURITY INTEREST (TRADEMARKS)Grant of Security Interest • April 1st, 2015 • ONE Group Hospitality, Inc. • Retail-eating places
The undersigned, THE ONE GROUP, LLC, a Delaware limited liability company (the "Grantor"), is obligated to HERALD NATIONAL BANK (the "Secured Party") under the Credit Agreement, dated as of October 31, 2011 (as heretofore amended and as it may be futher amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor, One 29 Park Management, LLC, STK-LAS Vegas, LLC, STK Atlanta, LLC, CA Aldwych Limited, HIP Hospitality Limited, STK Chicago LLC, STK-LA, LLC, STK Miami, LLC, STK Miami Service, LLC, STK Midtown Holdings, LLC, STK Midtown, LLC, STK Orlando LLC, T.O.G. (Aldwych) Limited, T.O.G. (UK) Limited, TOG Biscayne, LLC, WSATOG (Miami) LLC and STK Westwood, LLC, (collectively, the "Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into a certain Third Amended and Restated Security Agreement, dated as of October 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreeme
TERM LOAN AGREEMENT among BANKUNITED, N.A. andSecurity Agreement • April 1st, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • New York
WHEREAS, the Borrowers (other than STK Denver) and the Bank are parties to a certain Credit Agreement, dated as of October 31, 2011 (as amended through the date hereof, the "Existing Credit Agreement"), pursuant to which the Bank made certain loans to such Borrowers (collectively, the "Existing Loans");
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 1st, 2015 • ONE Group Hospitality, Inc. • Retail-eating places • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is entered into as of June 3, 2014, effective as of April 30,2014, by and among THE ONE GROUP, LLC, a Delaware limited liability company, ONE 29 PARK MANAGEMENT, LLC, a New York limited liability company, STK-LAS VEGAS, LLC, a Nevada limited liability company, and STK ATLANTA, LLC, a Georgia limited liability company (collectively, the "Borrowers"), and BANKUNITED, N.A., as successor by merger to Herald National Bank (hereinafter referred to as the "Bank")
ContractExpense Advancement Agreement • October 25th, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of October 24, 2011, is made and entered into by and between Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Broadband Capital Management LLC (“Broadband”).
TERM NOTETerm Note • April 1st, 2015 • ONE Group Hospitality, Inc. • Retail-eating places
FOR VALUE RECEIVED, the undersigned, THE ONE GROUP, LLC, a Delaware limited liability company, ONE 29 PARK MANAGEMENT, LLC, a New York limited liability company, STK-LAS VEGAS, LLC, a Nevada limited liability company, STK ATLANTA, LLC, a Georgia limited liability company, CA ALDWYCH LIMITED, a private limited company organized under the laws of the United Kingdom, HIP HOSPITALITY LIMITED, a private limited company organized under the laws of the United Kingdom, STK CHICAGO LLC, an Illinois limited liability company, STK-LA, LLC, a New York limited liability company, STK MIAMI, LLC, a Florida limited liability company, STK MIAMI SERVICE, LLC, a Florida limited liability company, STK MIDTOWN HOLDINGS, LLC, a New York limited liability company, STK MIDTOWN, LLC, a New York limited liability company, STK ORLANDO LLC, a Florida limited liability company, T.O.G. (ALDWYCH) LIMITED, a private limited company organized under the laws of the United Kingdom, T.O.G. (UK) LIMITED, a private limited
ContractCOMMITTED CAPITAL ACQUISITION Corp • June 30th, 2011 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
GRANT OF SECURITY INTEREST (TRADEMARKS)Grant of Security Interest • April 1st, 2015 • ONE Group Hospitality, Inc. • Retail-eating places
The undersigned, THE ONE GROUP, LLC, a Delaware limited liability company (the "Grantor"), is obligated to BANKUNITED, N.A. (the "Secured Party") under the Term Loan Agreement, dated December 17, 2014, effective as of as of November 1, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor, One 29 Park Management, LLC, STK-LAS Vegas, LLC, STK Atlanta, LLC, CA Aldwych Limited, HIP Hospitality Limited, STK Chicago LLC, STK Denver, LLC, STK-LA, LLC, STK Miami, LLC, STK Miami Service, LLC, STK Midtown Holdings, LLC, STK Midtown, LLC, STK Orlando LLC, T.O.G. (Aldwych) Limited, T.O.G. (UK) Limited, TOG Biscayne, LLC, WSATOG (Miami) LLC and STK Westwood, LLC, (collectively, the "Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into a certain Fourth Amended and Restated Security Agreement, dated as of December 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, t
ASSET PURCHASE AGREEMENT by and among Kona Grill Acquisition, LLC, a Delaware limited liability company, as Purchaser, andAsset Purchase Agreement • September 3rd, 2019 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of August 30, 2019 (the “Effective Date”) by and among Kona Grill, Inc., a Delaware corporation, Kona Restaurant Holdings, Inc., a Delaware corporation, Kona Sushi, Inc., an Arizona corporation, Kona Macadamia, Inc., a Delaware corporation, Kona Texas Restaurants, Inc., a Texas corporation, Kona Baltimore, Inc., a Delaware corporation, Kona Grill International Holdings, Inc., a Delaware corporation, Kona Grill International, Inc., an Arizona corporation, and Kona Grill Puerto Rico, Inc., an Arizona corporation (each of the foregoing a “Seller” and collectively, the “Sellers”) and Kona Grill Acquisition, LLC, a Delaware limited liability company, or its designee, (the “Purchaser”). Sellers and Purchaser are sometimes collectively referred to as the “Parties.”
