EXHIBIT 4.2
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of August 29,
2003, is by and among KONA GRILL, INC., a Delaware corporation (the "Company"),
and each of the Series A holders of capital stock of the Company as of the date
of this Agreement, all of which holders are signatories to this Agreement and
whose names are are set forth on Exhibit "A" (individually, a "Stockholder," and
collectively, the "Stockholders").
WITNESSETH:
A. The Company has an authorized capitalization consisting of (i)
40,000,000 shares of common stock, $.01 par value per share (the "Common
Stock"), and (ii) 20,000,000 shares of preferred stock, $.01 par value per share
(the "Preferred Stock"), including the designation of 4,166,666 shares of Series
A Convertible Preferred Stock, $.01 par value per share (the "Series A Preferred
Stock").
B. The record and beneficial ownership of the issued and outstanding
shares of the Series A Preferred Stock held by the Stockholders are set forth
that certain Series A Convertible Preferred Stock Purchase Agreement of even
date herewith (the "Stock Purchase Agreement") (such shares of capital stock
listed on Exhibit "A" are collectively referred to in this Agreement as the
"Existing Stock").
C. In accordance with the Stock Purchase Agreement, the Company and the
Stockholders have agreed to enter into this Agreement, to provide for continuity
and harmony in the management of the Company and to restrict the sale and other
disposition of Existing Stock now held by any of the Stockholders and any shares
of capital stock of the Company hereafter issued to or hereinafter acquired by
the Stockholders (the Existing Stock, together with such subsequently issued or
acquired capital stock, including any securities convertible into or
exchangeable or exercisable for, directly or indirectly, any capital stock,
whether or not currently convertible, exchangeable, or exercisable, being
hereinafter referred to collectively as the "Capital Stock") and to create other
rights and duties among the Stockholders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and intending to be legally bound hereby, each of
the parties covenants and agrees as follows:
ARTICLE I
STOCK CERTIFICATES
1.01 Restrictive Legend. The Stockholders agree that the stock
certificate or certificates from time to time representing the respective shares
of Capital Stock shall be registered in the name of the Stockholders and shall
bear a conspicuous legend substantially stating the following:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SERIES A
STOCKHOLDERS' AGREEMENT DATED AS OF AUGUST 29, 2003, AS MAY BE AMENDED OR
RESTATED, AMONG THE COMPANY AND ITS STOCKHOLDERS. A COPY OF SUCH
STOCKHOLDERS' AGREEMENT IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
COMPANY AND MAY BE REVIEWED BY THE HOLDER OF THIS CERTIFICATE UPON
REQUEST.
1.02 Additional Requirements. The foregoing legend shall be in addition
to any legend imposed pursuant to any other agreement or required to comply with
any applicable law. The Company agrees to furnish a copy of this Agreement upon
request to any Stockholder.
1.03 Application of this Agreement. The parties to this Agreement agree
that all shares of Capital Stock issued by the Company after the date of this
Agreement will be subject to this Agreement and that all certificates
representing shares of the Company's Capital Stock issued by the Company shall
be endorsed with the legend described in Section 1.01.
ARTICLE II
TRANSFER RIGHTS AND RESTRICTIONS
2.01 General Restriction. Notwithstanding anything to the contrary
contained in this Agreement, none of the Stockholders may sell, exchange, give,
devise, pledge, encumber, or dispose of ("Transfer"), either voluntarily or
involuntarily or by operation of law (including any Transfer pursuant to
equitable distribution proceedings or pursuant to a divorce decree) any of the
Capital Stock, or any rights or interest appertaining to the Capital Stock,
whether now owned or hereafter acquired, except as permitted by this Agreement.
Notwithstanding anything to the contrary in this Article II, no Capital Stock
may be Transferred unless such Transfer is made in compliance with all
applicable federal and state securities laws.
2.02 Transfer Requirements. A Stockholder may Transfer Capital Stock only
to the pursuant to the following provisions:
(a) Each Stockholder who is an individual may transfer or
retransfer, any Capital Stock held by such Stockholder to or for the
benefit of (i) any spouse, parent, child, grandchild, or lineal descendant
(including adopted children and stepchildren) of such holder (including,
without limitation, trustee(s) of a trust exclusively for the benefit of
the Stockholder or any of the foregoing); (ii) any trustee or other
fiduciary holding securities for the benefit of the Stockholder upon
retirement; or (iii) any legal representative, devisee, or heir of a
Stockholder upon his or her death.
(b) Any Stockholder may Transfer Capital Stock to such
Stockholder's partners, stockholders or other equity owners.
(c) Any Stockholder may Transfer Capital Stock with the prior
written consent of the Company or after compliance with the requirement of
Section 2.04.
The Persons to whom transfers are made pursuant to subsections (a),
(b) and (c) above are collectively referred to in this Agreement as the
"Permitted Transferees". All Permitted Transferees shall take such Offered
Stock subject to all the restrictions, terms, and conditions of this
Agreement and shall comply with Section 5.02; and provided further, that
there shall be no further Transfer of such Capital Stock except in
accordance with this Agreement. The provisions of this Section 2.02 shall
not apply to any Compelled Sale in accordance with Section 2.05.
2.03 Transfers in Violation of this Agreement. Any transfer of Capital
Stock in violation of the terms of this Agreement will be void and of no effect,
and the purported transferee of such shares will not be recognized as the owner
or holder of the Capital Stock purportedly transferred. The Stockholders consent
to the notation of "Stop Transfer" restrictions in the Company's stock transfer
books with respect to their holdings of Capital Stock in order to assist in the
enforcement of the restrictions set forth in this Agreement. A Stockholder shall
not pledge any shares of Stock unless the Company consents in writing and the
pledgee agrees in writing to be subject, upon foreclosure or disposition of the
collateral, to the right of first refusal contained herein as if such pledgee
were the Stockholder. A pledgee shall not transfer all or any portion of the
Stock unless and until the Stock has been offered for sale as provided in this
Agreement, and a pledgee of a Stockholder's Stock shall not itself acquire
ownership or vote the Stock without such Stock first being subject to the right
of first refusal contained in this Section 2.04.
2.04 Right of First Refusal. Except for Transfers in accordance with
Section 2.05 and as otherwise provided herein, transfer of all or any portion of
Capital Stock by any Stockholder (the "Selling Stockholder"), directly or
indirectly, shall be made only to a third party and shall be subject to a right
of first refusal by the Company after receipt of notice from the selling
stockholder stating the number of shares and the terms and price of the Offered
Shares of Capital Stock (the "Notice"). The Company shall have 15 days to notify
the Selling Stockholder whether it shall purchase the Offered Shares on the
terms in the Notice. If the Company does not agree to purchase the Offered
Shares, the Selling Stockholder
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shall then send the Notice to the other Stockholders who shall have 15 days from
receipt to purchase the Offered Shares on the same terms in the Notice.
2.05 Compelled Sale Right.
(a) Compelled Sale. If any Stockholder or group of Stockholders
shall desire to Transfer all or substantially all of the Capital Stock
held by them to any third party other than a Permitted Transferee (the
"Third Party Purchaser"), which Capital Stock represents at least fifty
percent (50%) of the outstanding Series A Preferred Shares (the "Majority
Holders"), then all the other Stockholders (the "Minority Holders") shall
be required, at the election of the Majority Holders, to Transfer to the
Third Party Purchaser (a "Compelled Sale") all of the shares of Capital
Stock then held by the Minority Holders (the "Compelled Sale Shares"), on
the same terms and conditions upon which the Majority Holders propose to
Transfer their shares of Capital Stock. In the event of a Compelled Sale,
options that are not at such time exercisable shall become exercisable by
reason of such transaction only to the extent provided in the instrument
evidencing the grant of such options.
(b) Notice. The Majority Holders shall give written notice (the
"Compelled Sale Notice") to each of the Minority Holders setting forth the
terms and conditions, including the proposed sale price, of the Compelled
Sale (the "Compelled Sale Terms") and the name of the Third Party
Purchaser. Within ten (10) days after receipt of the Compelled Sale
Notice, the Minority Holders shall deliver to the Company stock
certificate(s) (or voting trust certificate(s)) representing the Compelled
Sale Shares, duly endorsed for transfer, and all other documents
reasonably requested by the Majority Holders. Pending consummation of the
Compelled Sale, the Majority Holders shall promptly notify the Minority
Holders of any material changes in the Compelled Sale Terms and any other
material developments in connection with the Compelled Sale.
(c) Closing. The Compelled Sale shall be consummated at a closing
to be held in accordance with the Compelled Sale Terms. Promptly after the
closing, the Company shall remit or cause to be remitted to Minority
Holders the consideration with respect to the Compelled Sale Shares. If
the closing has not occurred within one hundred twenty (120) days after
delivery of the Compelled Sale Notice, the Company shall promptly return
to the Minority Holders all certificates representing the Compelled Sale
Shares previously delivered to the Company. The provisions of this Section
2.05 shall remain in effect, notwithstanding any such return of the
Compelled Sale Shares.
2.06 "Market Stand Off" Agreement. In addition to any other restrictions
hereunder, Stockholders hereby agree that, during the period of duration
specified by the Company and an underwriter of Common Stock or other securities
of the Company, following the effective date of a registration statement of the
Company filed under the Securities Act, each Stockholder shall not, to the
extent requested by the Company and such underwriter, (i) directly or indirectly
lend, offer, pledge, sell, contract to sell (including, without limitation, any
short sale), sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of any securities of the Company held by him at any time
during such period except Common Stock included in such registration, or (ii)
enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of the Company's
securities, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of the Company's securities, in cash or otherwise;
provided, however, that:
(a) such agreement shall be applicable only to the first such
registration statement of the Company which covers Common Stock (or other
securities) to be sold on its behalf to the public in an underwritten
offering; and
(b) such market stand-off time period shall not exceed 180 days.
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In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions respect to the Shares until the end of such period. Notwithstanding
the foregoing, the obligations described in this Section 2.06 all not apply to a
registration relating to any employee benefit plans or a corporate
reorganization or other transaction on Form S-4 or successor form.
ARTICLE III
CORPORATE GOVERNANCE
3.01 Elections of Directors. From and after the date of this Agreement,
each Stockholder shall vote all of the Capital Stock over which such Stockholder
has voting control, and shall take all other necessary or desirable actions
within his or its control (whether in his or its capacity as a stockholder,
director, member of a board committee or officer of the Company or otherwise,
and including, without limitation, attendance at meetings in person or by proxy
for purposes of obtaining a quorum and execution of written consents or
resolutions in lieu of meetings), and the Company shall take all necessary or
desirable actions within its control (including, without limitation, calling
special board and stockholders' meetings) so that:
(a) the authorized number of directors of the Company's Board of
Directors shall be established at seven (7) directors;
(b) The holders of Series A Preferred Stock shall be entitled to
the voting rights given them in the Certificate of Designations
Privileges, Powers, Preferences and Rights of the Series A Preferred
Stock;
(c) except following their resignation, death, or removal for
Cause (defined below) from the Board, the following persons shall be
elected to the Board at each election of directors during the term of this
Agreement: Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx XxXxxxxxx, and two directors to
be appointed according to the provisions in the Bylaws of the Company (the
"Common Stock Directors"), and Xx. Xxxx Xxxxxx and Xxxx Hopskind (the
"Series A Directors").
The term "Cause" shall mean (i) malfeasance in office (including, but not
limited to, acts of fraud, misappropriation, embezzlement or dishonesty with
respect to the Company), (ii) breach of the fiduciary duty of care or duty of
loyalty, (iii) conviction of, or plea of guilt or no contest to, any felony or
other crime involving moral turpitude, (iv) incompetency, (v) gross
inefficiency, (vi) failure to perform, (vii) moral turpitude or (viii) chronic
alcohol abuse or drug use.
3.02 Vacancies. Upon the resignation, death or removal for Cause of any
of the directors named above, the remaining directors may fill such vacancy with
an individual elected by the vote of all of the remaining directors, and the
Stockholders shall elect such person to the Board at each election of directors
during the term of this Agreement (until his or her death, resignation or
removal for Cause). However, if there is a vacancy occurs due to the
resignation, death or removal for Cause of any Series A Director, then the
holders of the Series A Preferred Stock shall vote separately as a class to fill
such vacancy pursuant to their rights under the Certificate of Designation.
ARTICLE IV
TERM AND AMENDMENT
4.01 Term. This Agreement will terminate upon the earliest to occur of:
(a) the closing of a firmly underwritten initial public offering of the Common
Stock pursuant to an effective registration statement filed under the Securities
Act of 1933, as amended, in which the gross proceeds to the Company are at least
$25,000,000 (before deduction of underwriters' commissions and expenses) and in
which the per share price to the public is at least $7.00 (subject to adjustment
for any stock split, reverse stock split, stock dividends, recapitalizations,
and other re-classifications affecting the Company's capitalization); (b)
immediately before the closing of an acquisition of the Company by another
person, entity or organization (a "Person") by consolidation, merger or other
reorganization in which the holders of the Company's outstanding voting stock
immediately before the acquisition transaction own, immediately
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after the acquisition transaction, securities representing less than fifty
percent (50%) of the voting power of the Company or other Person surviving such
transaction; provided that no such acquisition will be deemed to have occurred
in a merger effected solely for the purpose of changing the Company's domicile
or solely for the purpose of raising operating capital; or (c) a sale, lease, or
other conveyance of all or substantially all of the Company's assets.
4.02 Amendment. This Agreement shall not be changed, waived, discharged,
or terminated except by written agreement signed by Stockholders holding not
less than seventy-five percent (75%) of the issued and outstanding Series A
Preferred Stock.
ARTICLE V
MISCELLANEOUS
5.01 Parties. This Agreement shall be binding upon and shall inure to the
benefit of the Company and the Stockholders and their heirs, personal
representatives, successors, and permitted assigns; provided, however, that no
Person other than the Stockholders shall have any rights hereunder or the power
to enforce any of the duties created hereby unless such Person shall have become
bound to the provisions of this Agreement, as described in Section 5.02.
5.02 Additional Stockholders. The Company and the Stockholders
acknowledge that other Persons may become stockholders of the Company after the
date of this Agreement. The Company shall require such Persons and such Persons'
spouses, if any, as a condition to the issuance or Transfer of shares of Capital
Stock to them, to execute and deliver to the Company a counterpart or joinder to
this Agreement. No Person shall be deemed to have any rights under this
Agreement or as a holder of Capital Stock, or the power to enforce any of the
duties created by this Agreement or as a holder of Capital Stock, until
execution or delivery of such counterpart or joinder. Upon execution of such
counterpart or joinder as a Stockholder, (i) such Person shall become a party to
this Agreement, shall be entitled to all of the rights and benefits of this
Agreement, shall be bound by all of the obligations hereunder, and shall be
considered a "Stockholder" hereunder, and (ii) Exhibit "A" shall be deemed to be
amended to reflect the issuance or Transfer of Capital Stock and shall be
distributed to each of the Stockholders by the Company.
5.03 Specific Performance. The Company and the Stockholders agree that a
breach or violation of any of the terms, covenants, or other obligations under
this Agreement will result in immediate and irreparable harm to the
non-breaching parties in an amount that will be impossible to ascertain at the
time of the breach or violation and that the award of monetary damages will not
be adequate relief to the non-breaching parties. Therefore, the failure on the
part of any party to perform all of the terms, covenants, and obligations
established by this Agreement shall give rise to a right to the other parties to
obtain enforcement of this Agreement in a court of equity by a decree of
specific performance, a writ of mandamus, or other injunctive relief. This
remedy, however, shall be cumulative and in addition to any other remedy the
parties may have.
5.04 Severability. If any provision of this Agreement or the application
of this Agreement shall be invalid or unenforceable, the parties to this
Agreement shall take such action as may be necessary to effectuate the intent of
such provision, and the remainder of this Agreement and any other application of
such provision shall not be affected by such action.
5.05 Sections and Exhibits. The headings of sections in this Agreement
are provided for convenience only and will not affect the Agreement's
construction or interpretation. Unless indicated otherwise, references to
"Section," "Sections," "Exhibit," or "Exhibits" refer to the corresponding
section, sections, exhibit, or exhibits, respectively, of this Agreement.
5.06 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed to have been given, made, or delivered when
actually received (regardless of the manner of transmission) or five (5) days
after deposited in the mail and sent by registered or certified mail, postage
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prepaid; or, by facsimile transmission when transmitted with confirmation of
receipt, addressed as the case may be as follows:
If to the Company: Kona Grill, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
If to a Stockholder: (as set forth on Exhibit "A")
or to such other address as the Company shall have furnished to the
Stockholders, or any Stockholder shall have furnished to the Company, in writing
in accordance with the provisions of this Section 5.06.
5.07 Counterparts. This Agreement may be executed in as many counterparts
as may be deemed necessary or convenient, each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute but one and
the same instrument.
5.08 Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Arizona.
5.09 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Stockholders relating to the subject matter of this
Agreement, and there are no other terms other than those contained in this
Agreement.
5.10 Further Assurances. Each party to this Agreement will take such
further action and will execute and deliver such further documents as may be
reasonably requested by any other party to carry out the provisions and purposes
of this Agreement. In addition, the Company shall use its best efforts to ensure
that the rights granted under this Agreement are effective and that the parties
to this Agreement enjoy the benefits of the rights granted under this Agreement.
Without limiting the generality of the foregoing, the Company (i) shall use its
best efforts to cause the nomination and election of the directors as provided
in Article III; (ii) shall not avoid or seek to avoid the observance or
performance of any of the terms to be performed by the Company under this
Agreement; (iii) shall at all times in good faith assist in carrying out all of
this Agreement's provisions and in taking all such actions as may be necessary,
appropriate, or reasonably requested by any Stockholder to protect against
impairment of such Stockholder's rights as set forth in this Agreement; (iv)
shall not transfer on the Company's books any Capital Stock that has been
purportedly Transferred in violation of this Agreement; (v) shall not give
effect to any action in contravention of this Agreement undertaken by any
Person; and (vi) shall promptly inform the Stockholders of any breach or action
in contravention of this Agreement of which the Company becomes aware.
5.11 Grant of Proxy. If any provisions of this Agreement cause the
termination of the ownership of Capital Stock of any Stockholder, then such
Stockholder hereby grants the Company a power of attorney to take all actions,
and execute and deliver all documents, necessary or appropriate to evidence the
transfer of such Capital Stock on the books of the Company. Such proxy, and if
any provisions of this Agreement are construed to constitute the granting of
proxies, then such other proxies, will be deemed coupled with an interest and
are irrevocable for the term of this Agreement.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
THE COMPANY:
KONA GRILL, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President of Operations
STOCKHOLDERS:
[SEE ATTACHED SIGNATURE PAGES]
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
/s/ Xxxxxx X. Xxxxx
___________________________________
Xxxxxx X. Xxxxx
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
KONA KC INVESTMENT LLC
By: RJN II, LLC, an Arizona limited liability company
Its: Manager
By: /s/ Xxxxxx X. Xxxxx
_________________________________________________
Xxxxxx X. Xxxxx, Manager
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
XXXX XXXXXXXX TRUST 2000 U-I, dated 10/18/00
/s/ Xxxx Xxxxxxxx
____________________________________________
By: Xxxx Xxxxxxxx
Its: Trustee
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
/s/ D. Xxxxx Xxxxxx
____________________________________________
D. Xxxxx Xxxxxx
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
/s/ Xxxxxx X. Xxxxxxxxxx
____________________________________________
Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxxxx
____________________________________________
Xxxxxxxx X. Xxxxxxxxxx
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
/s/ Xxxxx Xxxxxx Xxxxxxxx
____________________________________________
Xxxxx Xxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
____________________________________________
Xxxxxx X. Xxxxxxxx
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
/s/ Xxx Xxxxxxxxxxxxx
--------------------------------------------
Xxx Xxxxxxxxxxxxx
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
CAPITAL REAL ESTATE, INC.
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
By: Xxxxxxx Xxxxxx
Its: President
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STOCKHOLDER SIGNATURE PAGE
STOCKHOLDERS' AGREEMENT
This Stockholder Signature Page is a part of, and shall be attached to,
that certain Stockholders' Agreement dated August 29, 2003, by and among Kona
Grill, Inc., a Delaware corporation, and its Stockholders (as it may be amended,
the "Stockholders' Agreement"). By execution of this signature page, the
undersigned acknowledges that such person is a stockholder of Kona Grill, Inc.
and is subject to, and bound by, all of the terms and conditions of the
Stockholders' Agreement, as it may be amended pursuant to its terms.
STOCKHOLDER:
/s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx
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