SUBSCRIPTION AGREEMENTSubscription Agreement • July 5th, 2007 • Eaturna LLC • Retail-eating places • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”), is made and entered into as of July 2, 2007, by and among Grill Concepts, Inc., a Delaware corporation (the “Company”), Robert Spivak (the “Selling Stockholder”) and the undersigned prospective investor (the “Investor”) who is subscribing for shares of the Company’s Common Stock, par value $0.00004 per share (the “Common Stock”), and warrants to purchase shares of Common Stock. For the purposes of this Agreement, the term “Sellers” shall mean the Company and the Selling Stockholder. For purposes of this Agreement, a “Unit” shall mean (A) twenty shares of Common Stock and (B) a warrant, in the form attached hereto as Exhibit A, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof (each, a “Warrant”), entitling the holder thereof to purchase seven shares of Common Stock (subject to adjustment as provided in the Warrant).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2007 • Eaturna LLC • Retail-eating places • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July , 2007 (the “Agreement”) among Grill Concepts, Inc., a Delaware corporation (the “Company”), the Investors (as herein defined), Oppenheimer & Co. Inc., as senior placement agent (“Oppenheimer”), and Roth Capital Partners, LLC, as co-placement agent (together with Oppenheimer, the “Placement Agents”, and collectively, with Oppenheimer and the Investors, the “Stockholders”).
Waiver of Piggyback Registration RightsWaiver of Piggyback Registration Rights • July 5th, 2007 • Eaturna LLC • Retail-eating places
The undersigned, Eaturna LLC (the “Holder”), is the holder of 923,873 shares of common stock (the “Shares”) of Grill Concepts, Inc. (the “Company”). The Shares were originally issued to Starwood Hotels and Resorts Worldwide, Inc. (“Starwood”) and were subject of an Investor Rights Agreement (the “Investor Rights Agreement”) between the Company and Starwood, dated July 27, 2001. The Holder acquired the Shares from Starwood in March 2007 and, in connection with the acquisition of the Shares, acquired all of Starwood’s rights under the Investor Rights Agreement.
Grill Concepts, Inc. 11661 San Vicente Blvd., Suite 404 Los Angeles, CA 90049 July 2, 2007Subscription Agreement • July 5th, 2007 • Eaturna LLC • Retail-eating places • Delaware
Reference is made to (i) that certain Subscription Agreement dated July 2, 2007 by and among Grill Concepts, Inc., a Delaware corporation (the “Company”), Robert Spivak 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 Mr. Spivak 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, Robert Spivak 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 Mr. Spivak have agreed to sell, 9,900 Units, subject to the terms and conditions therein. Capitalized terms used herein without definition shall have the s
JOINT FILING AGREEMENTJoint Filing Agreement • July 5th, 2007 • Eaturna LLC • Retail-eating places
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
