Grill Concepts, Inc. 11661 San Vicente Blvd., Suite 404 Los Angeles, CA 90049 July 2, 2007
Exhibit 4
Grill Concepts, Inc.
00000 Xxx Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
00000 Xxx Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
July 2, 2007
Good Tasting LLC
0000 0xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
0000 0xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Tuscany Oaks Partners I LLC
0000 0xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
0000 0xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to (i) that certain Subscription Agreement dated July 2, 2007 by and among
Grill Concepts, Inc., a Delaware corporation (the “Company”), Xxxxxx Xxxxxx and Good Tasting LLC, a
Delaware limited liability (“Good Tasting”) (the “Good Tasting Subscription Agreement”) pursuant to
which Good Tasting has agreed to purchase, and the Company and Xx. Xxxxxx have agreed to sell,
5,678 Units, subject to the terms and conditions therein and (ii) that certain Subscription
Agreement dated July 2, 2007 by and among the Company, Xxxxxx Xxxxxx and Tuscany Oaks Partners I
LLC, a Delaware limited liability company (“Tuscany Oaks”) (the “Tuscany Oaks Subscription
Agreement”, and together with the Good Tasting Subscription Agreement, the “Subscription
Agreements”) pursuant to which Tuscany Oaks has agreed to purchase, and the Company and Xx. Xxxxxx
have agreed to sell, 9,900 Units, subject to the terms and conditions therein. Capitalized terms
used herein without definition shall have the same meanings as set forth in the Subscription
Agreements.
Good Tasting hereby represents to the Company that Eaturna LLC, a Delaware limited liability
company (“Eaturna”) currently holds 923,873 shares of Common Stock. Upon consummation of the
transactions contemplated by the Subscription Agreements, Eaturna, Good Tasting, Tuscany Oaks and
certain other persons may be deemed a “group” (as defined under the Securities Exchange Act of
1934) with respect to their beneficial ownership of the Common Stock. All such persons are
collectively referred to herein as the “Group.”
The Company hereby agrees and acknowledges that the Board of Directors of the Company, by
resolutions duly adopted by the Board of Directors, has approved the sale of the Units to, and the
acquisition of the Units by, Good Tasting and Tuscany Oaks, such that none of Good Tasting, Tuscany
Oaks, the Group or any member of the Group, or any of their respective affiliates or associates
shall be an “interested stockholder” (as defined in Section 203 of the Delaware General Corporation
Laws) as a result of such acquisition of Units. If the Company issues securities (including upon
exercise of options or warrants) which decreases the percentage ownership of the Common Stock
beneficially owned by Good Tasting, Tuscany Oaks, the Group and/or its members below 15%, then
thereafter, upon request of any such person, the Company shall promptly give its prior approval of
any subsequent transaction which would result in any such person becoming an “interested
stockholder.” The Company acknowledges and agrees that any such approval(s) shall be effective for purposes of the exemption pursuant to Section
203(a)(1).
In the event that either or both of Good Tasting and/or Tuscany Oaks hereafter becomes the
beneficial owner of more than 19.9% of the issued and outstanding shares of Common Stock of the
Company as a result of Good Tasting and/or Tuscany Oaks acquiring beneficial ownership of
additional shares of Common Stock (a “Triggering Event”), then neither Good Tasting nor Tuscany Oak
shall, nor shall they act as a member of a “group” with respect to the Common Stock with any person
who shall, engage in any “business combination” (as defined in Section 203 of the Delaware General
Corporation Law) with the Company for a period of three (3) years following the Triggering Event.
Notwithstanding the foregoing, the restrictions set forth in this paragraph shall not apply if the
Board of Directors approves such business combination or the Triggering Event. For purposes of
this paragraph, Good Tasting and Tuscany Oaks shall be deemed to be the beneficial owners of any
shares of Common Stock that are beneficially owned by the Group or any member of the Group.
The Company represents and warrants to Good Tasting and Tuscany Oaks that this letter
agreement has been duly authorized and validly executed and delivered by the Company and, assuming
due authorization, execution and delivery by the other parties hereto, constitutes a valid and
legally binding obligation of the Company enforceable against it in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency and similar laws and by general
principles of equity. Good Tasting represents and warrants to the Company that this letter
agreement has been duly authorized and validly executed and delivered by Good Tasting and, assuming
due authorization, execution and delivery by the Company, constitutes a valid and legally binding
obligation of Good Tasting enforceable against it in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency and similar laws and by general principles of equity.
Tuscany Oaks represents and warrants to the Company that this letter agreement has been duly
authorized and validly executed and delivered by Tuscany Oaks and, assuming due authorization,
execution and delivery by the Company, constitutes a valid and legally binding obligation of
Tuscany Oaks enforceable against it in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency and similar laws and by general principles of equity.
The terms of this letter agreement will remain in force for a period of three years from the
date hereof.
This letter agreement cannot be amended or waived except with the written consent of the
Company, Good Tasting and Tuscany Oaks (each a “party” and collectively the “parties”). It is
understood and agreed that no failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or future exercise thereof or the exercise of any other right, power or
privilege hereunder.
It is further understood and agreed that money damages would not be a sufficient remedy for
any breach of this letter agreement and that the parties shall be entitled to equitable
relief, including injunction and specific performance, as a remedy for any such breach. Such remedies
shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be
in addition to all other remedies available by law or equity to a party.
If any term, provision, covenant or restriction of this letter agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms,
provision, covenants and restrictions of this letter shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
This letter agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute the same agreement. This letter
agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. All members of the Group and their affiliates and associates shall be
third party beneficiaries of this letter agreement; provided, however, that any purchases of shares
of Common Stock by members of the Group or their affiliates or associates, other than Good Tasting
and Tuscany Oaks, shall be subject to the same terms, conditions and limitations set forth in the
third paragraph of this letter agreement as if such purchases had been made by either Good Tasting
or Tuscany Oaks.
This letter agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.
Please confirm your agreement with the foregoing by signing and returning one copy of this
letter to the undersigned, whereupon this letter agreement shall become a binding agreement between
you and the Company.
| Very truly yours, | ||||||
| GRILL CONCEPTS, INC. | ||||||
| a Delaware corporation | ||||||
| By: | /s/ Xxxxxx Xxx | |||||
| Name: | ||||||
| Its: | President and CEO | |||||
Agreed and acknowledged as of the date first above written:
| GOOD TASTING, LLC | ||||
| a Delaware limited liability company | ||||
By:
|
/s/ Xxxxx Xxxxxxxx | |||
Name:
|
||||
Its:
|
Manager | |||
| TUSCANY OAKS PARTNERS I, LLC | ||||
| a Delaware limited liability company | ||||
By:
|
/s/ Xxxxxx Xxxx | |||
Name:
|
||||
Its:
|
Manager | |||
