Settlement Agreement (July 1st, 2013)
This Settlement Agreement, dated as of June 27, 2013 (this "Agreement"), is by and among International Game Technology (the "Company") and Ader Investment Management LP, Ader Long/Short Fund LP, Doha Partners I LP, Ader Fund Management LLC, Ader Investment Management LLC, Jason N. Ader, Raymond J. Brooks, Jr., Charles N. Mathewson, Daniel B. Silvers, Laura T. Conover-Ferchak, Andrew P. Nelson, and Richard H. Pickup (collectively, the "Ader Group," and individually a "member" of the Ader Group).
Grill Concepts Inc. – September 2, 2008 9295 Prototype Drive Reno, NV 89521 (September 5th, 2008)
In conjunction with the execution of that certain Securities Purchase Agreement (the Purchase Agreement) of even date herewith, by and between Charles N. Mathewson, Trustee of The Charles N. Mathewson Trust dtd. 7/22/92 (the Investor) and Grill Concepts, Inc. (Grill), and relating to the sale of shares of Series C Convertible Preferred Stock (the Series C Stock) and Warrants of Grill, and as a condition of the Investor consummating the transactions contemplated in the Purchase Agreement, Grill desires to evidence its understanding and agreement regarding the nomination of a designee (the Designee) of the Investor for election to the board of directors of Grill, as follows:
Grill Concepts Inc. – STOCK PURCHASE WARRANT to Purchase Up to 600,000 Shares of Common Stock of Grill Concepts, Inc. (September 5th, 2008)
THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, Charles N. Mathewson, Trustee of the Charles N. Mathewson Trust dtd. 7/22/92 (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the Initial Exercise Date) and on or prior to the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and acquire from Grill Concepts, Inc., a Delaware corporation (the Company), 600,000 shares of common stock of the Company, par value $0.00004 per share (Common Stock or the Warrant Shares). The purchase price of one share of Common Stock (the Exercise Price) under this Warrant shall be $4.00, subject to adjustment in accordance with Section 10. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.