GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 200 by and between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), and (“Indemnitee”).
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Restricted Stock Agreement (the “Agreement”), dated as of September 15, 2005 (the “Award Date”), is made between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”) and Robert Werk (the “Participant”).
LIQUIDATION PREFERENCE AGREEMENTLiquidation Preference Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc.
THIS LIQUIDATION PREFERENCE AGREEMENT (the “Agreement”) is dated effective as of October 27, 2004 by and among RSTW PARTNERS III, L.P., a Delaware limited partnership (“RSTW”), GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (“Gordon Biersch”) for the limited purposes set forth herein and each of the undersigned holders of Gordon Biersch’s common stock, no par value per share, (“Common Stock”) outstanding as of the date hereof (the “Holders”).
RSTW NOTE SUBORDINATION AGREEMENTRSTW Note Subordination Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • New York
SUBORDINATION AGREEMENT dated as of October 27, 2004, made by RSTW PARTNERS III, L, P. (the “Subordinated Creditor”) and GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Obligor”), in favor of the holders of the Senior Debt (as hereinafter defined), including, but not limited to, each of the Lenders (as hereinafter defined) and ABLECO FINANCE LLC, a Delaware limited liability company as collateral agent for the Agents and the Lenders referred to in the Loan Agreement defined below (in such capacity, the “Collateral Agent”).
HANCOCK PARK NOTE SUBORDINATION AGREEMENTHancock Park Note Subordination Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • New York
SUBORDINATION AGREEMENT dated as of October 27, 2004, made by HANCOCK PARK CAPITAL II, L.P. (the “Subordinated Creditor”) and GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Obligor”), in favor of the holders of the Senior Debt (as hereinafter defined), including, but not limited to, each of the Lenders (as hereinafter defined) and ABLECO FINANCE LLC, a Delaware limited liability company as collateral agent for the Agents and the Lenders referred to in the Loan Agreement defined below (in such capacity, the “Collateral Agent”).
GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Agreement dated as of (the “Date of Grant”) between Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”) and (the “Participant”).
MANAGEMENT AGREEMENTManagement Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • California
This Management Agreement (“Agreement”) is entered into as of October 27, 2004 (the “Effective Date”) by and between GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Company”), and HANCOCK MANAGEMENT PARTNERS, INC., a California corporation (“HMF”).
SECURITIES PURCHASE AGREEMENT between GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation and HANCOCK PARK CAPITAL II, L.P., a Delaware limited partnershipSecurities Purchase Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
THIS SECURITIES PURCHASE AGREEMENT is made and entered into as of October 27, 2004, by and between Hancock Park Capital II, L.P., a Delaware limited partnership (“Investor”), and Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”). Capitalized terms used in this Agreement are defined herein and in Exhibit A.
LICENSE AGREEMENTLicense Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Colorado
This LICENSE AGREEMENT (“Agreement”) is made and entered into as of the 17th day of November, 1998, by and between Trolley Barn Brewery, Inc., a Tennessee corporation (“Trolley”), and Rock Bottom Restaurants, Inc., a Delaware corporation (“Rock Bottom”).
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This MANAGEMENT EMPLOYMENT AGREEMENT is made as of December 10, 1999, by and between TROLLEY BARN BREWERY, INC., a Tennessee corporation (the “Company”), and H. ALLEN COREY, a resident of Lookout Mountain, Tennessee (the “Employee”).
AMENDED AND RESTATED FINANCING AGREEMENT Dated as of October 27, 2004 by and among GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., and BIG RIVER BREWERIES, INC. and GB ACQUISITION, INC., as Borrowers, EACH PERSON LISTED AS A GUARANTOR ON THE SIGNATURE...Financing Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • New York
Amended and Restated Financing Agreement, dated as of October 27, 2004, by and among GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “Parent”), BIG RIVER BREWERIES, INC., a Tennessee corporation (“Big River”), and GB ACQUISITION, INC., a Tennessee corporation (“GBA” and together with Big River, each a “Borrower” and collectively, the “Borrowers”), each Person listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and WELLS FARGO FOOTHILL, INC., a California corporation (“Foothill”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively,
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Tennessee
This Shareholders’ Agreement, dated as of October 27, 2004 (this “Agreement”), is entered into by and among Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), Hancock Park Capital II, L.P., a Delaware limited partnership, (“HP Fund”) and each of the other shareholders of the Company whose names appear on the signature pages hereto or on Instruments of Accession hereto in the form of Schedule II hereto.
TRADEMARK ASSIGNMENT AND CO-EXISTENCE AGREEMENT Between GORDON BIERSCH BREWING COMPANY And GB ACQUISITION, INC. Dated as of December 10, 1999Co-Existence Agreement • February 3rd, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Nevada
This ASSIGNMENT and CO-EXISTENCE AGREEMENT, (this “Agreement”), dated December 10, 1999 (the “Effective Date”), is by and between Gordon Biersch Brewing Company, Inc., a California corporation (“GBC”), 2960 W. Sahara Avenue, Suite 200, Las Vegas, Nevada 89102 and GB Acquisition, Inc., a Tennessee corporation (“Big River”). 100 East 10th Street, Suite 600, Chattanooga, Tennessee 37402 (each individually a “Party”; collectively the “Parties”).
