Famous Daves of America Inc Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 25th, 2021 • BBQ Holdings, Inc. • Retail-eating places • New York

THIS SECURITIES Purchase Agreement (this “Agreement”) is dated as of June 24, 2021, between BBQ Holdings, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2021 • BBQ Holdings, Inc. • Retail-eating places

This Agreement is made pursuant to the Securities Purchase Agreements, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreements”).

OPERATING AGREEMENT OF FUMUME, LLC
Operating Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Delaware
ARTICLE I. APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATES
Warrant Agreement • May 15th, 1997 • Famous Dave S of America Inc • Retail-eating places • Minnesota
INTRODUCTION
Contribution Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Delaware
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 6th, 2015 • Famous Daves of America Inc • Retail-eating places • Minnesota

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2015 between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and (“Indemnitee”).

AGREEMENT:
Loan Agreement • March 29th, 2001 • Famous Daves of America Inc • Retail-eating places • Arizona
AGREEMENT
Agreement • May 16th, 2000 • Famous Dave S of America Inc • Retail-eating places • Minnesota
1 MASTER LEASE
Master Lease • March 29th, 2001 • Famous Daves of America Inc • Retail-eating places • Arizona
BACKGROUND
Management Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Tennessee
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 14th, 2022 • BBQ Holdings, Inc. • Retail-eating places • Delaware

This Asset Purchase Agreement (this “Agreement”), dated as of March 10, 2022, is entered into between L & S CULINARY CONCEPTS, LLC, an Arizona limited liability company, BARRIO CULINARY CONCEPTS, LLC, an Arizona limited liability company, BCC DESERT RIDGE, LLC, an Arizona limited liability company, BCC TEMPE MARKET PLACE, LLC, an Arizona limited liability company, BCC QUEEN CREEK MARKET PLACE, LLC, an Arizona limited liability company, BCC HERITAGE MARKET PLACE, LLC, an Arizona limited liability company, BCC-GLENDALE, LLC, an Arizona limited liability company, BCC-AVONDALE PARK 10, LLC, an Arizona limited liability company, and BCC PRASADA WEST, LLC, an Arizona limited liability (collectively and severally, “Seller”), Linda Nash, an Arizona resident (“Nash”), Steve Rosenfield, an Arizona resident (“Rosenfield,” and together with Nash, “Principals”), and BQ CONCEPTS LLC, an Arizona limited liability company (“Buyer”).

AGREEMENT
Service Mark License Agreement • August 13th, 2001 • Famous Daves of America Inc • Retail-eating places • Tennessee
AGREEMENT:
Loan Agreement • May 16th, 2000 • Famous Dave S of America Inc • Retail-eating places • Arizona
EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2018 • Famous Daves of America Inc • Retail-eating places • Minnesota

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into February 12, 2018 and shall be effective as of the Executive’s start date with the Company, which is anticipated to be March 6, 2018 (the “Effective Date”), by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Paul Malazita, an individual resident of the State of Minnesota (“Executive”).

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FORM OF FAMOUS DAVE’S OF AMERICA, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 13th, 2015 • Famous Daves of America Inc • Retail-eating places • Minnesota

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made effective as of [ ] by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and [ ] (“Director”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2017 • Famous Daves of America Inc • Retail-eating places • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 10th day of November, 2017, by and among Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and PW Partners, LLC, a Delaware limited liability company (the “Investor”).

Famous Dave’s of America, Inc. Restricted Stock Agreement
Restricted Stock Agreement • November 5th, 2009 • Famous Daves of America Inc • Retail-eating places • Minnesota

This Restricted Stock Agreement (the “Agreement”) is made effective as of September 29, 2009 by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Wallace Blair Doolin (“Director”).

LOAN AGREEMENT (Loans 2 and 3)
Loan Agreement • December 8th, 2016 • Famous Daves of America Inc • Retail-eating places • Minnesota

THIS LOAN AGREEMENT (“Agreement”) is made as of December 2, 2016, by and between FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (all of the foregoing referred to collectively as the “Borrower”) and VENTURE BANK, a Minnesota banking corporation (“Lender”).

PLAN OF MERGER
Plan of Merger • September 17th, 2019 • Famous Daves of America Inc • Retail-eating places

This PLAN OF MERGER, dated as of September 6, 2019 (the “Plan”), is entered into by and among Famous Dave’s of America, Inc., a Minnesota corporation (“Famous Dave’s” and after the Effective Time, the “Surviving Corporation”), BBQ Holdings, Inc., a Minnesota corporation and the direct subsidiary of Famous Dave’s (“Holding Company”), and BBQ Merger Sub, Inc., a Minnesota corporation and indirect subsidiary of Famous Dave’s and direct subsidiary of Holding Company (“Merger Sub”) (each a “Party” and together, the “Parties”).

SUBSCRIPTION AND INFORMATION AGENT AGREEMENT
Subscription and Information Agent Agreement • December 6th, 2017 • Famous Daves of America Inc • Retail-eating places • Pennsylvania

This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 30th day of November by and between Famous Dave’s of America, Inc., a corporation organized and existing under the laws of Minnesota (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Company having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).

FAMOUS DAVE’S OF AMERICA, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 13th, 2015 • Famous Daves of America Inc • Retail-eating places • Minnesota

This Stock Option Agreement (the “Agreement”) is made and entered into as of June 2, 2014, between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Richard A. Pawlowski (“Executive”).

FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • December 4th, 2015 • Famous Daves of America Inc • Retail-eating places • New York

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT, dated as of December 2, 2015 (this “Agreement”), is entered into by and among FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation (each individually a “Borrower” and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Credit Agreement (as defined below).

FORM OF PERFORMANCE SHARE AGREEMENT (2007-2009 Awards)
Performance Share Agreement • February 27th, 2007 • Famous Daves of America Inc • Retail-eating places • Minnesota

PERFORMANCE SHARE AGREEMENT (the “Agreement”) made effective as of February 21, 2007 by and between Famous Dave’s of America, Inc., a Minnesota corporation, having a place of business at 12701 Whitewater Drive, Suite 200, Minnetonka, MN 55343 (the “Company”), and ___________________________ (“Employee”).

FORBEARANCE AGREEMENT
Forbearance Agreement • May 18th, 2016 • Famous Daves of America Inc • Retail-eating places • New York

This FORBEARANCE AGREEMENT, dated as of May 16, 2016 (this “Agreement”), is entered into by and among FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation (each individually a “Borrower” and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Credit Agreement (as defined below).

NOMINATION AGREEMENT
Nomination Agreement • March 4th, 2013 • Famous Daves of America Inc • Retail-eating places • Minnesota

This Nomination Agreement (this “Agreement”) dated March 1, 2013, is by and among the persons and entities listed on Schedule A (collectively, the “PW Group”, and individually a “member” of the PW Group), Famous Dave’s of America, Inc. (the “Company”) and Patrick Walsh, in his individual capacity and as a member of the PW Group (the “PW Designee”).

FAMOUS DAVE’S OF AMERICA, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • September 17th, 2008 • Famous Daves of America Inc • Retail-eating places • Minnesota

This Restricted Stock Unit Agreement (this “Agreement”), made effective as of September 11, 2008, is by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Christopher O’Donnell (“Employee”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 2nd, 2012 • Famous Daves of America Inc • Retail-eating places

Notwithstanding the foregoing, (a) for the period commencing on the Amendment Closing Date through the Adjustment Date immediately following the date of delivery by the Borrowers to the Administrative Agent of a Compliance Certificate for the fiscal period ending on or about September 30, 2012, the Applicable Margin shall be the percentage set forth in Level I in the table above; and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to Section 6.01 hereof, then for the period commencing on the date after the day on which such Compliance Certificate was due until the Adjustment Date, the Applicable Margin shall be that percentage corresponding to Level I in the table above.

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