CAPITAL CALL AGREEMENTCapital Call Agreement • March 24th, 2006 • Gordon Biersch Brewery Restaurant Group, Inc. • Retail-eating places • New York
CAPITAL CALL AGREEMENT, dated as of January 4, 2006, made by Hancock Park Capital II, L.P. (the “Sponsor”), in favor of the Agents and the Lenders referred to below.
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT AS STATED IN AN AGREEMENT...Gordon Biersch Brewery Restaurant Group, Inc. • March 24th, 2006 • Retail-eating places • Tennessee
THIS WARRANT AND THE UNDERLYING SECURITIES ARE SUBJECT TO THE TERMS OF A CERTAIN SHAREHOLDERS’ AGREEMENT, DATED AS OF OCTOBER 27, 2004, AMONG THE ISSUER OF THIS WARRANT AND CERTAIN SHAREHOLDERS, AS THE SAME MAY BE FURTHER AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE SHAREHOLDERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS AND RIGHTS RELATING TO THE VOTING OF THE UNDERLYING SECURITIES AND TRANSFER OF THIS WARRANT AND THE UNDERLYING SECURITIES. NO REGISTRATION OF TRANSFER OF SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS AND RIGHTS SHALL HAVE BEEN COMPLIED WITH. A COPY OF THE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE SHAREHOLDERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS WARRANT.
