BOSTON RESTAURANT ASSOCIATES, INC. ---------------------------------- INCENTIVE STOCK OPTION AGREEMENT -------------------------------- Incentive Stock Option Agreement (the "Option") made effective as of _____________, between Boston Restaurant...Incentive Stock Option Agreement • December 11th, 1996 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
AGREEMENT OF LEASE BETWEEN BRAINTREE PROPERTY ASSOCIATES, LIMITED PARTNERSHIP AND OCEAN, INC. d/b/a "Pizzeria Regina"Lease Agreement • July 28th, 1997 • Boston Restaurant Associates Inc • Retail-eating places
EXHIBIT A EMPLOYMENT AGREEMENT Agreement made effective as of the 1st day of July, 1999 by and among Boston Restaurant Associates, Inc. (the "Company"), a Delaware corporation with its principal place of business in Saugus, Massachusetts and George R....Employment Agreement • September 7th, 1999 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
EXHIBIT 4 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly...Joint Filing Agreement • September 23rd, 2005 • Boston Restaurant Associates Inc • Retail-eating places
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
DEED OF LEASEDeed of Lease • December 10th, 1997 • Boston Restaurant Associates Inc • Retail-eating places • Virginia
Landlord) andLease Agreement • December 10th, 1997 • Boston Restaurant Associates Inc • Retail-eating places • Florida
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN...Warrant Agreement • February 11th, 1997 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
RIGHTS AGENT AGREEMENTRights Agent Agreement • January 9th, 1998 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
REGINA VENTURES, LLC DEVELOPMENT AGREEMENT DATED: December 19, 1998 ----------- --------------------------------------------------------------------- DEVELOPMENT AGREEMENT 12/23/98 TABLE OF CONTENTS 1. COMPANY ORGANIZATION AND GOVERNANCE...Development Agreement • March 9th, 1999 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
GUARANTY OF LEASE For value received, the fact and sufficiency of which are hereby acknowledged, and in consideration of the leasing of, and as an inducement to H.C.B. CORPORATION (hereinafter referred to as the "Lessor"), to enter into an Equipment...Guaranty of Lease • July 22nd, 1998 • Boston Restaurant Associates Inc • Retail-eating places
For value received, the fact and sufficiency of which are hereby acknowledged, and in consideration of the leasing of, and as an inducement to H.C.B. CORPORATION (hereinafter referred to as the "Lessor"), to enter into an Equipment Lease with PIZZERIA REGINA OF FLORIDA, INC. (the "Lessee") of even date (the "Lease"), the undersigned jointly and severally (the "Guarantor") guarantees unto Lessor, and its successors and assigns, the punctual payment by Lessee of all rents and other payments as and when due and payable under the Lease and any extension or renewal thereof, and the full, faithful and punctual performance by Lessee of all the covenants, agreements and provisions contained in the Lease on the part of Lessee to be done, performed and observed during the term of the Lease and any extension or renewal thereof.
EQUIPMENT LEASE This LEASE is made in the Commonwealth of Massachusetts, on March 17, 1998 between H.C.B. CORPORATION, a duly organized and existing Massachusetts corporation, having a principal place of business at 280 Atlantic Avenue, Boston, MA...Equipment Lease • July 22nd, 1998 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
AMENDED AND RESTATED EQUITY LINE FINANCING AGREEMENTEquity Line Financing Agreement • August 17th, 2006 • Boston Restaurant Associates Inc • Retail-eating places • New York
This Amended and Restated Equity Line Finance Agreement, dated as of August 15, 2006, between BOSTON RESTAURANT ASSOCIATES, INC., a Massachusetts corporation (the “Company”), and DOLPHIN DIRECT EQUITY PARTNERS, L.P., a Delaware limited partnership (“Dolphin”).
AMENDMENT NO. 2Agreement and Plan of Merger • November 9th, 2006 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER dated as of November 3, 2006 (the “Amendment”) among BOSTON RESTAURANT ASSOCIATES, INC., a Delaware corporation (the “Company”), DOLPHIN DIRECT EQUITY PARTNERS, LP, a Delaware limited partnership (“Parent”), and BRAIDOL ACQUISITION CORP., a Delaware corporation (“Merger Subsidiary”).
NOTELoan Agreement • September 9th, 2002 • Boston Restaurant Associates Inc • Retail-eating places
BOSTON RESTAURANT ASSOCIATES, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 16th, 2004 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
Nonqualified Stock Option Agreement (the “Option”) between, Boston Restaurant Associates, Inc. (the “Corporation”), and (the “Recipient”), a Director of the Corporation, pursuant to the Corporation’s 2002 Combination Stock Option and Share Award Plan, as it may be amended from time to time (the “2002 Plan”).
FIRST ALLONGE TO $2,500,000 PROJECT NOTEProject Note • August 9th, 2004 • Boston Restaurant Associates Inc • Retail-eating places
THIS ALLONGE TO PROJECT NOTE (hereafter the “Allonge”) is made and entered into as of the 13th day of February, 2004, between Commerce Bank & Trust Company, a Massachusetts trust company with a principal place of business at 386 Main Street, Worcester, Massachusetts (hereinafter “Lender”) and Boston Restaurant Associates, Inc., a Delaware corporation with offices located in Saugus, Massachusetts (hereinafter “Borrower”) and is firmly affixed to and made a part of a certain Note (Consolidation) in the original principal balance of $2,500,000 dated June 6, 2003 executed and delivered by Borrower in favor of Lender (“Note”).
NOTELoan Agreement • July 22nd, 2005 • Boston Restaurant Associates Inc • Retail-eating places
PIZZERIA REGINAInternational Development Agreement • February 25th, 1998 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
Loan AgreementLoan Agreement • September 9th, 2002 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
This is an agreement between Boston Restaurant Associates, Inc., a Delaware corporation with its headquarters in Saugus, Massachusetts (“Borrower”), and Commerce Bank & Trust Company, a Massachusetts trust company with its headquarters in Worcester, Massachusetts (“Lender”).
RIGHTS AGREEMENTRights Agreement • January 21st, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
This Rights Agreement dated as of December , 2004 is entered into by and among Boston Restaurant Associates, Inc., a Delaware corporation (the “Company”), and the persons or entities listed on Exhibit A hereto (individually, an “Investor,” and collectively, the “Investors”).
THIS DEBENTURE (AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO...Variable Rate Convertible Subordinated Debenture • February 11th, 1997 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
AMENDMENT NO. 1Agreement and Plan of Merger • August 17th, 2006 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER dated as of August 15, 2006 among BOSTON RESTAURANT ASSOCIATES, INC., a Delaware corporation (the “Company”), DOLPHIN DIRECT EQUITY PARTNERS, LP, a Delaware limited partnership (“Parent”), and BRAIDOL ACQUISITION CORP., a Delaware corporation (“Merger Subsidiary”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 13th, 2005 • Boston Restaurant Associates Inc • Retail-eating places
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
MULTI-PARTY SECURITY AGREEMENTMulti-Party Security Agreement • July 22nd, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
This is an agreement between Commerce Bank & Trust Company, a Massachusetts trust company with offices in Worcester, Massachusetts (“Secured Party”), and the following organizations (collectively “Debtors”):
AGREEMENT ---------Franchise Agreement • March 9th, 1999 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2004 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
Agreement made effective as of the 23rd day of April, 2004 by and among Boston Restaurant Associates, Inc. (the “Company”), a Delaware corporation with its principal place of business in Saugus, Massachusetts and George R. Chapdelaine (the “Employee”) of Essex County, Massachusetts.
SECOND AMENDMENT TO LEASELease • November 30th, 2004 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
This Second Amendment to Lease (this “Second Amendment”) is made as of the 22ND day of October, 2004 by and between TECHNOLOGY SQUARE FINANCE, LLC, a Massachusetts limited liability company with an address c/o Massachusetts Institute of Technology, 238 Main Street, Suite 200, Cambridge, MA 02142 (“Landlord”), and POLCARI’S OF CAMBRIDGE, INC., a Massachusetts corporation with an address c/o Boston Restaurant Associates, Inc., 999 Broadway, Suite 400, Saugus, Massachusetts 01906 (“Tenant”).
BOSTON RESTAURANT ASSOCIATES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
The undersigned (the “Subscriber”) understands that Boston Restaurant Associates, Inc., a Delaware corporation (the “Company”), desires to issue up to 1,176,500 shares of its Series A Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”) on the terms and conditions set forth below and Subscriber desires to purchase the number of shares of Preferred Stock indicated next to Subscribers signature below (the “Shares”).
FIRST MORTGAGE AND SECURITY AGREEMENTFirst Mortgage and Security Agreement • July 22nd, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
This mortgage is given to secure the full and timely payment and performance of all indebtedness and obligations of Mortgagor to Mortgagee now existing or hereafter arising under the Loan Documents, as defined below, including without implied limitation (i) the indebtedness evidenced by Mortgagor’s note of even date in the face amount of $800,000 (“Note”) and (ii) Mortgagor’s obligations to Mortgagee under a certain Multi-Party Guaranty Agreement of even date among Mortgagor, Mortgagee, and other parties relating to obligations owed Mortgagee by Boston Restaurant Associates, Inc., in the amount of $1,500,000 (“Guaranty Agreement”).
No. 101 STOCK PURCHASE WARRANT Shares 76,000Warrant Agreement • August 9th, 2004 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
THIS CERTIFIES that, for value received, Commerce Bank and Trust Company of Boston, MA (together with any subsequent transferees of all or any portion of this Warrant, the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Boston Restaurant Associates, Inc., Inc., a Delaware corporation (hereinafter called the “Company”), at the price set forth in Section 2, up to 76,000 fully paid and nonassessable shares of the Company’s common stock, $.01 par value per share, subject to adjustment as set forth in Section 6 (the “Shares”),
AGREEMENT AND PLAN OF MERGER dated as of March 17, 2006 among BOSTON RESTAURANT ASSOCIATES, INC. DOLPHIN DIRECT EQUITY PARTNERS, LP and BRAIDOL ACQUISITION CORP.Merger Agreement • March 22nd, 2006 • Boston Restaurant Associates Inc • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER dated as of March 16, 2006 among BOSTON RESTAURANT ASSOCIATES, INC., a Delaware corporation (the “Company”), DOLPHIN DIRECT EQUITY PARTNERS, LP, a Delaware limited partnership (“Parent”), and BRAIDOL ACQUISITION CORP., a Delaware corporation (“Merger Subsidiary”).
Loan AgreementLoan Agreement • July 22nd, 2005 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
This is an agreement among Boston Restaurant Associates, Inc., a Delaware corporation with its headquarters in Saugus, Massachusetts (“BRAI”), George R. Chapdelaine (“Trustee”), only in his capacity as Trustee of BRA Nominee Trust (“Trust”) under a declaration of trust dated January 23, 1991, recorded with the Suffolk County Registry of Deeds in Book 16684, Page 20, and filed with the Suffolk Registry District of the Land Court as Document No. 472988, and Commerce Bank & Trust Company, a Massachusetts trust company with its headquarters in Worcester, Massachusetts (“Lender”).
SECOND ALLONGE TO LOAN AGREEMENTLoan Agreement • August 9th, 2004 • Boston Restaurant Associates Inc • Retail-eating places
THIS SECOND ALLONGE TO LOAN AGREEMENT (hereafter the “Allonge”) is made and entered into as of the 13th day of February, 2004, between Commerce Bank & Trust Company, a Massachusetts trust company with a principal place of business at 386 Main Street, Worcester, Massachusetts (hereinafter “Lender”) and Boston Restaurant Associates, Inc., a Delaware corporation with offices located in Saugus, Massachusetts (hereinafter “Borrower”) and is firmly affixed to and made a part of a certain Loan Agreement by and between Borrower and Lender dated as of April 30, 2002, as amended by that certain Allonge to Loan Agreement dated as of August 20, 2003 (hereinafter, as amended, the “Loan Agreement”), which establishes a revolving credit facility (hereinafter “Revolver”) in the maximum principal amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00).
SECURITY AGREEMENTSecurity Agreement • September 9th, 2002 • Boston Restaurant Associates Inc • Retail-eating places • Massachusetts
