] Shares IGNITE RESTAURANT GROUP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
145,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of March 24, 2011 by and among IGNITE RESTAURANT GROUP, INC., as Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION for itself, as...Credit Agreement • April 24th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of March 24, 2011, by and among Ignite Restaurant Group, Inc., a Delaware corporation (“Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as administrative agent for itself and the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and as a Lender (including a Swingline Lender) and L/C Issuer.
RESTRICTED STOCK AGREEMENT PURSUANT TO THE IGNITE RESTAURANT GROUP, INC. 2012 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • December 10th, 2013 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ignite Restaurant Group, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ignite Restaurant Group, Inc. 2012 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
This Indemnification Agreement (this "Agreement"), dated as of [ ], 2012, by and between Ignite Restaurant Group, Inc., a Delaware corporation (the "Company"), and [ ] (the "Indemnitee").
REGISTRATION RIGHTS AGREEMENT by and among IGNITE RESTAURANT GROUP, INC. and and THE STOCKHOLDERS SET FORTH ON SCHEDULE I ATTACHED HERETO Dated as of May [ ], 2012Registration Rights Agreement • May 8th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May [·], 2012, is made and entered into by and between Ignite Restaurant Group, Inc., a Delaware corporation (the “Company”), J.H. Whitney VI, L.P., a Delaware limited partnership (“Whitney”) and certain persons listed on Schedule I hereto (such persons, together with Whitney, in their capacity as holders of Registrable Shares, the “Holders” and each a “Holder”).
Re: Confidential Separation Agreement and General Release Dear James:Ignite Restaurant Group, Inc. • May 4th, 2015 • Retail-eating places • Texas
As you know, we have discussed your Separation “separation" from Ignite Restaurant Group, Inc. (the "Company") effective April 17th, 2015 (the "Separation Date"). The Company proposes the following separation agreement (the "Agreement"):
March 31, 2017 Ignite Restaurant Group, Inc. Board of Directors C/o Ms. Ann Iverson 10555 Richmond Avenue Houston, TX, 77042 Dear Ms. Iverson:Ignite Restaurant Group, Inc. • April 3rd, 2017 • 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 Ignite Restaurant Group, Inc. and its subsidiaries (jointly and severally, 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, this letter will (a) become effective on April 4, 2017 (or if form 10k for fiscal year 2016 is not filed on April 3, 2017, one business day after date such form 10k is filed), (b) supersede that prior engagement agreement between A&M and the Company, dated November 28, 2016 and amended December 27, 2016 (the “Prior Agreement”), which Prior Agreement is hereby terminated effective as of the date hereof (provided that the provisions of this Prior Agreement that give the parties rights or obligations beyond its termination shall survive and continue to bind the parties (ie, the indemnification and limitation
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF JCS HOLDINGS, LLC dated as of March , 2010Limited Liability Company Operating Agreement • April 24th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of JCS Holdings, LLC, a Delaware limited liability company (the “Company”), is made as of January [ ], 2010, by J.H. Whitney VI, L.P., a Delaware limited partnership (together with any successor or permitted assigns, “Whitney VI”), and those other Persons whose names and addresses are set forth on Exhibit A hereto (as Exhibit A may be amended from time to time, to which amendment, for the avoidance of doubt, Section 12.2 shall not apply).
CONSULTING AGREEMENTConsulting Agreement • April 3rd, 2017 • Ignite Restaurant Group, Inc. • Retail-eating places • Texas
This Agreement (the “Agreement”) is entered into as of the 29th day of November, 2016 by and between Ignite Restaurant Group, Inc., a Delaware corporation (the “Company”), and Debra Eybers (the “Consultant”).
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • May 11th, 2017 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This First Amendment to Forbearance Agreement (this “Agreement”) is entered into as of May 8, 2017, by and among the financial institutions listed on the signature pages hereto, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE AG), as administrative agent (“Administrative Agent”), IGNITE RESTAURANT GROUP, INC. (“Borrower”), and the other Credit Parties under the Credit Agreement (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement (as defined below).
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • November 5th, 2013 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
April 10, 2015Ignite Restaurant Group, Inc. • April 14th, 2015 • Retail-eating places • Delaware
Reference is made to that certain Equity Purchase Agreement, dated as of March 7, 2015 (the "Purchase Agreement"), by and among Redrock Partners, LLC (the "Purchaser"), Ignite Restaurant Group, Inc. (the "Seller"), Rimrock Partners, LLC (the "Parent") and Mac Parent LLC (the "Company"). Capitalized terms used but not defined in this letter agreement (this "Letter Agreement") shall have the meanings ascribed to such terms in the Purchase Agreement.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • May 8th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
This Amendment (this “Amendment”) is made, effective as of May , 2012 (the “Effective Date”), to that certain Third Amended and Restated Limited Liability Company Operating Agreement of JCS Holdings, LLC (the “Company”) by and among the Members of the Company, dated March 10, 2010 (the “Original Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement.
MANAGEMENT AGREEMENTManagement Agreement • April 24th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
THIS MANAGEMENT AGREEMENT is made as of November 17, 2006, by and among, J.H. Whitney Capital Partners, LLC (“Whitney”), JCS Holdings, LLC (“Buyer”), Joe’s Crab Shack Holdings, Inc. (“Holdings”), CHLN Idaho, Inc. (“JCS Idaho”), Crab Addison, Inc. (“Crab Addision”), Joe’s Crab Shack - Alabama Private Club, Inc. (“JCS Alabama”), Joe’s Crab Shack - Hampton, Inc. (“JCS Hampton”), Joe’s Crab Shack - Kansas, Inc. (“JCS Kansas”), Joe’s Crab Shack - Norfolk Virginia, Inc. (“JCS Norfolk”), Joe’s Crab Shack - Redondo Beach, Inc. (“JCS Redondo”), Joe’s Crab Shack - San Diego, Inc. (“JCS San Diego”), Joe’s Crab Shack - Texas, Inc. (“JCS Texas”), Joe’s Crab Shack - Pennsylvania, Inc. (“JCS Pennsylvania”), JCS-Delaware, Inc. (“JCS Delaware”), LNY - Iowa, Inc. (“JCS Iowa”), Joe’s Crab Shack Oklahoma, Inc. (“JCS Oklahoma”) and Joe’s Crab Shack Real Estate Holdings, Inc. (“JCS Real Estate” and together with Holdings, JCS Idaho, Crab Addison, JCS Alabama, JCS Hampton, JCS Kansas, JCS Norfolk, JCS Redond
QuickLinks -- Click here to rapidly navigate through this documentIgnite Restaurant Group, Inc. • March 5th, 2014 • Retail-eating places • Texas
This letter will serve as the understanding and agreement ("Agreement") among Ignite Restaurant Group, Inc. (the "Company"), JCS Holdings, LLC ("JCS") and their respective parents, subsidiaries, and affiliated companies (collectively, the "Company Group"), on the one hand, and you, on the other hand, with respect to your separation from employment. This Agreement will not become effective or enforceable until the eighth (8th) day after you have executed this Agreement without having revoked it (the "Effective Date"). In the event you revoke this Agreement prior to the Effective Date, this Agreement will have no force or effect.
CREDIT AND SECURITY AGREEMENT among IGNITE RESTAURANT GROUP, INC. as Borrower THE LENDERS NAMED HEREIN as Lenders and CREDIT SUISSE AG as Administrative Agent Credit Suisse Securities (USA) LLC as Joint Lead Arranger and Joint Book Runner KeyBanc...Assignment and Acceptance Agreement • October 30th, 2014 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • December 11th, 2015 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This WAIVEr and Consent AGREEMENT (this “Waiver”), dated as of December 11, 2015, to the Credit Agreement referenced below is by and among Ignite Restaurant Group, Inc., a Delaware corporation (“Borrower”), the Lenders party hereto (the “Consenting Lenders”), and Credit Suisse AG, (the “Administrative Agent”) in its capacity as Administrative Agent pursuant to the Credit Agreement referenced below.
FIRST AMENDMENT to PURCHASE AGREEMENTPurchase Agreement • April 11th, 2013 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
This First Amendment (this “Amendment”) to that certain Purchase Agreement (the “Agreement”), dated as of February 6, 2013, by and among Mac Parent LLC, a Delaware limited liability company (the “Company”), Restaurant Holdings LLC - Series A, a Delaware limited liability company (“Restaurant Holdings”), Brinker Services Corporation, a Florida corporation (“Brinker”), Mac Management Investors LLC, a Delaware limited liability company (“Mac Management Investors” and, collectively with Restaurant Holdings and Brinker, the “Sellers”), Ignite Restaurant Group, Inc., a Delaware corporation (“Purchaser”), and Restaurant Holdings, as the Representative (each of the foregoing, individually, a “Party” and, collectively, the “Parties”), is being entered into by and among Purchaser and the Representative as of this 8th day of April, 2013. Capitalized terms used but not defined herein are defined in the Agreement.
SERVICES AGREEMENTServices Agreement • March 27th, 2014 • Ignite Restaurant Group, Inc. • Retail-eating places • Texas
This Services Agreement (“Agreement”) sets forth the terms and conditions under which Norton Creative LLC, a Texas limited liability company (“Norton”), agrees to perform certain marketing-related services for Ignite Restaurant Group, Inc., a Delaware corporation (“Client”), in the United States with respect to the products and/or services of Client mutually agreed to by the parties (collectively, the “Products”) and set forth on the scope of work on Exhibit A (“Scope of Work”), effective as of April 1, 2014 (the “Effective Date”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 3rd, 2016 • Ignite Restaurant Group, Inc. • Retail-eating places
This Separation Agreement and General Release (the “Agreement”) constitutes an offer to you by Ignite Restaurant Group – RSC, LLC together with its parents, subsidiaries, and affiliated companies, including but not limited to Ignite Restaurant Group, Inc. (hereinafter collectively referred to as the “Company”). Throughout this Agreement, the phrase “the Company” refers to the entities listed above and their subsidiaries and affiliates (past and present), employee benefits plans, directors and officers, fiduciaries, trustees, employees, successors, legal representatives, principals, and agents. It is important that you read and understand the terms of this Agreement in full. If you decide to accept and sign it, you do so knowingly and voluntarily. To enable you to do that, we recommend that you consult with an attorney about this Agreement and know your rights before signing it.
December 10, 2012 Jeffrey L. RagerIgnite Restaurant Group, Inc. • March 20th, 2013 • Retail-eating places • Texas
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • April 27th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April 23, 2012 by and among Ignite Restaurant Group, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties signatory hereto, General Electric Capital Corporation, a Delaware corporation, as the Agent for the several financial institutions from time to time party to the Credit Agreement referenced below (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and the Required Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as defined below), as amended hereby.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 27th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 18, 2011 by and among Ignite Restaurant Group, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties signatory hereto, General Electric Capital Corporation, a Delaware corporation, as the Agent for the several financial institutions from time to time party to the Credit Agreement referenced below (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and the Required Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as defined below), as amended hereby.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 27th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2011 by and among Ignite Restaurant Group, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties signatory hereto, General Electric Capital Corporation, a Delaware corporation, as the Agent for the several financial institutions from time to time party to the Credit Agreement referenced below (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and the Required Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as defined below), as amended hereby.
INDEMNIFICATION AND LIMITATION ON LIABILITY AGREEMENTIndemnification and Limitation on Liability Agreement • April 3rd, 2017 • Ignite Restaurant Group, Inc. • Retail-eating places
This indemnification and limitation on liability agreement is made part of an agreement, dated March 31, 2017 (which together with any renewals, modifications or extensions thereof, is herein referred to as the "Agreement") by and between Alvarez & Marsal North America, LLC ("A&M”) and Ignite Restaurant Group, Inc. and its subsidiaries and affiliates and their respective assigns and successors (jointly and severally, the “Company”), for services to be rendered to the Company by A&M.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 4th, 2015 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
This Separation Agreement and General Release (this “Agreement”) is among IGNITE RESTAURANT GROUP, INC., a Delaware corporation (the “Company”), JCS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”, and together with the Company and their respective direct and indirect subsidiaries, the “Company Group”) and RAYMOND BLANCHETTE, a resident of the State of Texas (“Executive”).
REGISTRATION RIGHTS AGREEMENT by and among IGNITE RESTAURANT GROUP, INC. and and THE STOCKHOLDERS SET FORTH ON SCHEDULE I ATTACHED HERETO Dated as of May 16, 2012Registration Rights Agreement • October 30th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 16, 2012, is made and entered into by and between Ignite Restaurant Group, Inc., a Delaware corporation (the “Company”), J.H. Whitney VI, L.P., a Delaware limited partnership (“Whitney”) and certain persons listed on Schedule I hereto (such persons, together with Whitney, in their capacity as holders of Registrable Shares, the “Holders” and each a “Holder”).
JCS Holdings, LLC UNIT GRANT AND JOINDER AGREEMENTUnit Grant and Joinder Agreement • April 24th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
This Unit Grant and Joinder Agreement (the “Agreement”) is made as of «Date», between JCS Holdings, LLC, a Delaware limited liability company (the “Company”), and RAYMOND BLANCHETTE (“Executive”). Certain definitions are set forth in Section 4 of this Agreement. All capitalized terms used, and not defined herein, shall have the meanings given them in the LLC Agreement.
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • May 24th, 2017 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This Second Amendment to Forbearance Agreement (this “Agreement”) is entered into as of May 22, 2017, by and among the financial institutions listed on the signature pages hereto, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE AG), as administrative agent (“Administrative Agent”), IGNITE RESTAURANT GROUP, INC. (“Borrower”), and the other Credit Parties under the Credit Agreement (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement (as defined below).
March 14, 2013 Kevin T. CottingimIgnite Restaurant Group, Inc. • May 7th, 2013 • Retail-eating places • Texas
EQUITY PURCHASE AGREEMENT BY AND BETWEEN REDROCK PARTNERS, LLC as Purchaser IGNITE RESTAURANT GROUP, INC. as Seller, RIMROCK PARTNERS, LLC and MAC PARENT LLC DATED AS OF MARCH 7, 2015Equity Purchase Agreement • March 10th, 2015 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
THIS EQUITY PURCHASE AGREEMENT dated as of March 7, 2015 (this “Agreement”) is entered into by and between Redrock Partners, LLC, an Arizona limited liability company (“Purchaser”), Rimrock Partners LLC, an Arizona limited liability company (“Parent”), Ignite Restaurant Group, Inc., a Delaware corporation (“Seller”), and Mac Parent LLC, a Delaware limited liability company (the “Company”). Purchaser, the Company and Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
PURCHASE AGREEMENT Dated as of February 6, 2013 By and Among MAC PARENT LLC, IGNITE RESTAURANT GROUP, INC., RESTAURANT HOLDINGS LLC - SERIES A, in its capacity as Representative, And THE SELLERS LISTED ON THE SIGNATURE PAGE HERETOPurchase Agreement • February 7th, 2013 • Ignite Restaurant Group, Inc. • Retail-eating places • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is dated as of February 6, 2013, by and among Mac Parent LLC, a Delaware limited liability company (the “Company”), Restaurant Holdings LLC - Series A, a Delaware limited liability company (“Restaurant Holdings”), Brinker Services Corporation, a Colorado corporation (“Brinker”), Mac Management Investors LLC, a Delaware limited liability company (“Mac Management Investors” and, collectively with Restaurant Holdings and Brinker, the “Sellers”), Ignite Restaurant Group, Inc., a Delaware corporation (“Purchaser”), and Restaurant Holdings, as Representative (each of the foregoing, individually, a “Party” and, collectively, the “Parties”). Except as otherwise indicated herein, capitalized terms used herein are defined in ARTICLE I hereof.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 27th, 2012 • Ignite Restaurant Group, Inc. • Retail-eating places • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 22, 2011 by and among Ignite Restaurant Group, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties signatory hereto, General Electric Capital Corporation, a Delaware corporation, as the Agent for the several financial institutions from time to time party to the Credit Agreement referenced below (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and the Required Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as defined below), as amended hereby.
