SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2007 • Grill Concepts Inc • 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 6th, 2007 • Grill Concepts Inc • 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”).
