EXHIBIT 1 ___________ Shares of Common Stock (1) ($.01 par value) KONA GRILL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2005 • Kona Grill Inc • Retail-eating places • New York
EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE...Kona Grill Inc • June 3rd, 2005
RECITALSEmployment Agreement • June 3rd, 2005 • Kona Grill Inc • Arizona
WITNESSETH:Stockholders' Agreement • July 21st, 2005 • Kona Grill Inc • Retail-eating places • Arizona
EXHIBIT 10.8(b) EQUIPMENT PROMISSORY NOTEKona Grill Inc • June 3rd, 2005
Subscription AgreementSubscription Agreement • May 7th, 2018 • Kona Grill Inc • Retail-eating places • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 2, 2018, by and between Kona Grill, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) and Wisdom Sail Limited (the “Purchaser”) an exempted company with limited liability incorporated under the laws of Cayman Islands.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 12, 2016 among KONA GRILL, INC., as Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and keybank national association, as an LC Issuer, Swing Line Lender, as the...Credit Agreement • October 18th, 2016 • Kona Grill Inc • Retail-eating places • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 12, 2016 among the following: (i) Kona Grill, Inc., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and (iii) KeyBank National Association, as the administrative agent (the “Administrative Agent”), as the Swing Line Lender (as hereinafter defined), an LC Issuer (as hereinafter defined), and as the sole lead arranger and sole bookrunner (in such capacity, the “Arranger”).
KONA GRILL, INC. and CONTINENTAL STOCK TRANSFER & TRUST, as Rights Agent RIGHTS AGREEMENT Dated as of May 27, 2008Rights Agreement • May 28th, 2008 • Kona Grill Inc • Retail-eating places • Delaware
Rights Agreement, dated as of May 27, 2008 (“Agreement”), between Kona Grill, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of October 12, 2016 Among KONA GRILL, INC. KONA RESTAURANT HOLDINGS, INC. KONA SUSHI, INC. KONA MACADAMIA, INC. KONA TEXAS RESTAURANTS, INC. KONA BALTIMORE, INC., KONA GRILL PUERTO RICO,...Pledge and Security Agreement • October 18th, 2016 • Kona Grill Inc • Retail-eating places • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of October 12, 2016 (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), among: (i) Kona Grill, Inc., a Delaware corporation (the “Borrower”); (ii) each of the Subsidiaries (as defined in the Credit Agreement referred to below) of the Borrower that is a signatory hereto (each such Subsidiary, together with each Additional Grantor (defined below) that becomes a party hereto pursuant to Section 9.14 hereof and together with the Borrower, collectively, the “Grantors” and, individually, each a “Grantor”); and (iii) KeyBank, National Association, as administrative agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below):
SECTION 1.Investor Rights Agreement • July 21st, 2005 • Kona Grill Inc • Retail-eating places • Arizona
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2018 • Kona Grill Inc • Retail-eating places • Arizona
This Amended and Restated Employment Agreement (“Agreement”), effective as of September 4, 2018 (the “Effective Date”), is made by and between Kona Grill, Inc., a Delaware corporation (the “Company”), and Berke Bakay, a resident of the State of Arizona (the “Executive”).
KONA GRILL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2018 • Kona Grill Inc • Retail-eating places • Arizona
This Employment Agreement (“Agreement”), effective as of March 1, 2018 (the “Effective Date”), is made by and between Kona Grill, Inc., a Delaware corporation (the “Company”), and Berke Bakay, a resident of the State of Arizona (the “Executive”).
ContractKona Grill Inc • March 14th, 2008 • Retail-eating places
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
AGREEMENT:Loan Agreement • June 3rd, 2005 • Kona Grill Inc • Arizona
RIGHTS AGReeMENTAgreement • September 7th, 2016 • Kona Grill Inc • Retail-eating places • Delaware
AGREEMENT (the “Agreement”) dated as of September 6, 2016 between Kona Grill, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”),
AGREEMENT:Loan Agreement • June 3rd, 2005 • Kona Grill Inc • Arizona
KONA GRILL, INC. 2,300,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2014 • Kona Grill Inc • Retail-eating places • New York
ContractExecutive Employment Agreement • January 30th, 2012 • Kona Grill Inc • Retail-eating places • Arizona
ASSET PURCHASE AGREEMENT by and among Williston Holding Company, Inc., a Nevada corporation, as Purchaser, andAsset Purchase Agreement • May 16th, 2019 • Kona Grill Inc • Retail-eating places • Delaware
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of May 13, 2019 (the “Effective Date”) by and among Kona Grill, Inc., a Delaware corporation, Kona Restaurant Holdings, Inc., a Delaware corporation, Kona Sushi, Inc., an Arizona corporation, Kona Macadamia, Inc., a Delaware corporation, Kona Texas Restaurants, Inc., a Texas corporation, Kona Baltimore, Inc., a Delaware corporation, Kona Grill International Holdings, Inc., a Delaware corporation, Kona Grill International, Inc., an Arizona corporation, and Kona Grill Puerto Rico, Inc., an Arizona corporation (each of the foregoing a “Seller” and collectively, the “Sellers”) and Williston Holding Company, Inc., a Nevada corporation (the “Purchaser”). Sellers and Purchaser are sometimes collectively referred to as the “Parties.”
Kona Grill, Inc. 2005 STOCK AWARD PLAN STOCK OPTION AGREEMENTAward Plan Stock Option Agreement • May 8th, 2006 • Kona Grill Inc • Retail-eating places • Delaware
Unless otherwise defined herein, the terms defined in the Kona Grill, Inc. 2005 Stock Award Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 10th, 2016 • Kona Grill Inc • Retail-eating places • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 1, 2016 among the following: (i) Kona Grill, Inc., a Delaware corporation (the “Borrower”); (ii) the Lenders (as defined below) party hereto; and (iii) KeyBank National Association, as the administrative agent (the “Administrative Agent”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 15th, 2018 • Kona Grill Inc • Retail-eating places • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 9, 2018 among Kona Grill, Inc., a Delaware corporation (the “Borrower”); each of the Subsidiaries (as defined in the Credit Agreement referred to below) of the Borrower that is a signatory hereto (each such Subsidiary, together with each Additional Grantor (as defined in the Security Agreement referred to below) that becomes a party thereto pursuant to Section 9.14 of the Security Agreement and together with the Borrower, collectively, the “Grantors” and, individually, each a “Grantor”); the Lenders (as defined in the Credit Agreement) party hereto; and KeyBank National Association, a national banking association, as the administrative agent (the “Administrative Agent”).
SUBSCRIPTION AGREEMENT SHARES OF COMMON STOCKSubscription Agreement • December 29th, 2008 • Kona Grill Inc • Retail-eating places • Arizona
EXHIBIT 10.13 May 13, 2002 Jason Merritt, Director of Operations Kona Grill 7373 E. Doubletree Ranch Rd., Ste. 210 Scottsdale, AZ 85258 1. SERVICE AREA Based on the terms of this letter agreement, U.S. Foodservice, (formerly Alliant Foodservice, Inc.,...Kona Grill Inc • July 8th, 2005 • Retail-eating places • Arizona
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 29th, 2019 • Kona Grill Inc • Retail-eating places • Delaware
Amendment No. 2 (this “Amendment”), dated as of March 24, 2019 (the “Effective Date”), by and between Kona Grill, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), to the Rights Agreement, dated as of September 6, 2016, by and between the Company and the Rights Agent (the “Rights Agreement”), as amended by that certain Amendment No. 1 to Rights Agreement, dated May 2, 2018, by and between the Company and the Rights Agent (the “First Amendment”). Unless otherwise defined herein, all capitalized terms shall have the meanings given to such terms in the Rights Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 9th, 2011 • Kona Grill Inc • Retail-eating places
This Separation Agreement and Release (“Agreement’) is made by and between Marc A. Buehler (“Mr. Buehler”) and Kona Grill, Inc. (“Kona”) as of June 3, 2011 (the “Effective Date”). Terms not otherwise defined herein are defined in that certain Executive Employment Agreement by and between Mr. Buehler and Kona effective as of November 2, 2009 (the “Employment Agreement”).
RECITALSMutual Waiver and Release of Claims Agreement • June 3rd, 2005 • Kona Grill Inc • Arizona
MARK L. BARTHOLOMAY EXECUTIVE EMPLOYMENT AGREEMENTBartholomay Executive Employment Agreement • May 14th, 2009 • Kona Grill Inc • Retail-eating places
This Executive Employment Agreement (“Agreement”), dated as of May 11, 2009, is made by and between Kona Grill, Inc., a Delaware corporation, (referred to throughout this Agreement as the “Company”), and Mark L. Bartholomay, a resident of Minnesota, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2007 • Kona Grill Inc • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2007, by and among Kona Grill, Inc., a Delaware corporation with headquarters located at 7150 East Camelback Road, Suite 220, Scottsdale, Arizona 85251 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
EXHIBIT 10.8(a) EQUIPMENT LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of ______________ (the "Closing Date") is made by and between KONA GRILL _____, INC., a Delaware corporation ("Borrower"), and GE...Equipment Loan and Security Agreement • June 3rd, 2005 • Kona Grill Inc • Arizona
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • August 12th, 2009 • Kona Grill Inc • Retail-eating places • Arizona
This Separation Agreement and Release Of Claims (hereinafter referred to as the “Agreement”) is made and entered into this 6th day of August, 2009 (hereinafter referred to as the “Execution Date”) by and between KONA GRILL, INC., a Delaware corporation, its affiliates, subsidiaries, divisions, successors, and assigns, and the directors, officers, and agents thereof (hereinafter collectively referred to as “Employer”) and MARCUS E. JUNDT (hereinafter referred to as “Employee”) (each a “Party” and collectively, the “Parties”).
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 15th, 2018 • Kona Grill Inc • Retail-eating places • New York
This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 9, 2018 among Kona Grill, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto, and KeyBank National Association, a national banking association, as the administrative agent (the “Administrative Agent”).
March 29, 2019 Kona Grill Inc. 15059 N. Scottsdale Rd. Suite 300 Scottsdale, AZ 85254 Dear Board of Directors:On Liability Agreement • April 16th, 2019 • Kona Grill Inc • Retail-eating places • New York
This letter confirms and sets forth the terms and conditions of the engagement between Alvarez & Marsal North America, LLC (“A&M”) and Kona Grill Inc. and its subsidiaries, and its assigns and successors (the “Company”), including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties below and receipt of the retainer described below, this letter will constitute an agreement between the Company and A&M (the “Agreement”).
Form of WarrantKona Grill Inc • March 4th, 2010 • Retail-eating places
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
ASSET PURCHASE AGREEMENT by and among Kona Grill Acquisition, LLC, a Delaware limited liability company, as Purchaser, andPurchase Agreement • October 15th, 2019 • Kona Grill Inc • Retail-eating places • Delaware
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of August 30, 2019 (the “Effective Date”) by and among Kona Grill, Inc., a Delaware corporation, Kona Restaurant Holdings, Inc., a Delaware corporation, Kona Sushi, Inc., an Arizona corporation, Kona Macadamia, Inc., a Delaware corporation, Kona Texas Restaurants, Inc., a Texas corporation, Kona Baltimore, Inc., a Delaware corporation, Kona Grill International Holdings, Inc., a Delaware corporation, Kona Grill International, Inc., an Arizona corporation, and Kona Grill Puerto Rico, Inc., an Arizona corporation (each of the foregoing a “Seller” and collectively, the “Sellers”) and Kona Grill Acquisition, LLC, a Delaware limited liability company, or its designee, (the “Purchaser”). Sellers and Purchaser are sometimes collectively referred to as the “Parties.”
