kona grill bankruptcy petition


1 Fill in information to identify your case: this States Bankruptcy for the: United Court DELAWARE DISTRICT OF number Case (ff known) Chapter 11 --------------- 0 an Check if this amended filing 201 Official Form for Petition Filing for Bankruptcy 4/19 Voluntary Non-Individuals more space is needed, If a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (If known). attach For information, a separate document, Instructions for Bankruptcy more for Non-Individuals, is available. Forms 1. Debtor's name Inc. Grill Kona names debtor All other 2. 8 years the last used in any Include assumed names trade names, and as doing business names federal Debtor's 3. Employer Identification 20-0216690 (EIN) Number Malling address, principal if of place different from place business address of Principal Debtor's 4. business Road Scottsdale North 15059 300 Suite 85254 AZ Scottsdale, ZIP & State City, Street, Number, Box, Code P.O. Code State City, Street, Number, & ZIP Location of principal assets, If different from principal Maricopa place of business County Number, City, State & ZIP Code Street, 5. website (URL) _www __ .k_o_n_a_...g_ri_ll._c_o_m ______________________________ _ Debtor's 6. Type of debtor • Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) 0 (excluding LLP) Partnership 0 Other. Specify: page 1 Voluntary Petition for Non-Individuals FIiing for Bankruptcy Form 201 Official

2 Debtor Kona Grill, Inc. number known) Case (If Name ------------- 7. business A. Check one: Describe debtor's § u.s.c. 11 In defined (as Business Care Health D 101(27A)) § 101(616)) Single Asset Real Estate (as defined in 11 U.S.C. D 101(44)) Cl Railroad (as defined in 11 U.S.C. § Stockbroker Cl U.S.C. 11 § in defined (as 101(53A)) 101(8)) in U.S.C. 11 § defined (as Broker Commodity Cl Cl 781(3)) Bank (as defined In 11 U.S.C. § Clearing • above of the None B. apply all that Check CJ Tax-exempt §501) (as described In 26 U.S.C. entity Including company, Investment §80a-3) U.S.C. 15 in defined (as Cl vehicle Investment pooled er fund hedge Cl Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11)) C. Industry debtor. describes best that code 4-dlglt System) Classlficatlon American NAICS (North http://www.uscourts.gov/four-dlgit-nattonal-associatlon-nalcs-codes. See 7221 chapter Under which the of 8. Check one: Code Is the Bankruptcy CJ Chapter? debtor filing? CJ Chapter 9 Chapter 11. Check all that apply: • debts (excluding debts liquidated noncontlngent aggregate Debtor's Cl affiliates) or lnsfders to owed subject years every and 4/01/22 on adjustment to 3 (amount $2,725,625 than less are after that). debtor Cl The debtor Is a small business debtor as defined In 11 small a ls U.S.C. lfthe 101(510). § balance business attach the most recent debtor, sheet, statement of operations, cash-flow and statement, the federal Income tax return or if all of these documents do not fellow exist, 11 procedure in 1116(1)(8). § U.S.C. tJ A plan Is being filed petition. this with classes more or one from prepetition solicited were plan the of Acceptances Cl In creditors. of 1126(b). accordance 11 U.S.C. § with debtor The • example, (for reports periodic file to required Is 1 OK and 1 OQ) with the Securities and 15(d) to 13 § or according Commission Exchange of the Securities Exchange Act of 1934. File the for attachment Petition for Non-Individuals Filing Voluntary Bankruptcy under Chapter 11 to (Official Fonn 201A) with this fonn. in Cl debtor 12b-2. a shell Q>mpany as Rule defined 1934 of The the Securities Exchange Ad is Cl 12 Chapter prior bankruptcy Were 9. •No. against cases flied by or the debtor within the last 8 aves. years? 2 If more than cases, attach a District When Case number llsl separate -------- ------- en Vv'h ____________ -~ Casenumber Olstrid ------- 10, cases Are any bankruptcy CJ No a pending or being flied by business partner an or •ves. debtor? the of affiliate Llst more cases. If all than 1, Attachment Relattonshlp See Debtor 11st a attach separate ----------------- known Case number, if District ------ page2 Voluntary PetlUon for Non•lndlvlduals Flllng for Bankruptcy Form Official 201

3 Debtor Kona Grill, Inc. case number (If known) NIIITIO ------------- 11. Why case flied In Is the all apply: Check that district? this had Its domicile, prlncfpal place of business, • principal assets In this district for 180 days Immediately Debtor has or date of this petition preceding for a longer part of such 180 days than In any other district. the or A case concerning debtor's affiliate, general partner, or partnership Is pending In this bankruptcy D district. Does debtor own or • the 12. No possession of any have property or personal [J Yes. Answer below for each property that needs Immediate attention. Attach additional sheets lf needed. real that property needs (Check Why property need Immediate attention? the all that apply.) Immediate does attention? poses or is alleged to CJ a threat of Imminent and ldentlflable hazard to public health or safety. It pose Is the hazard? What It needs to be physlcally secured or protected from the weather. a or It goods or assets that could quickly deteriorate perishable lose value without attention (for example, Includes D seasonal goods, meat. dairy, produce, or securities-related assets or other options). livestock, Other C Is the property? Where Street. Number. & State ZIP City, Code Insured? property the ls No CJ agency CJ Yes. Insurance name Contact Phone and Statistical administrative - lnfonnatJon estimation Check one: Debtor's 13. of avallable funds will be avaUable for distribution to unsecured creditors. Funds • After any admlnlstratiVe expenses are paid, no funds will be available to unsecured creditors. CJ Estimated of 14. number CJ 25.001-50,000 1-49 Cl 1,000-5.ooo a creditors a 50,001-100,000 5001.10,000 C 50-99 CJ than100,000 More CJ 100-199 Cl 10.001·25.000 • a2o~sse Assets 15. Estimated • $500,000,001 C bllllon $1 sso.ooo a so • C • $10 million $1,000.001 btmon $10 • $1,000,000,001 Cl • Cl $50.001 $100.000 • $10,000,001 • mllllon $50 $10,000,000,001 Cl bflllon $50 • $500,000 CJ • $100.001 C • $100 mflllon $50,000,001 bllDon CJ More $50 than $1 million • $500,001 C mfllfon $500 s100.ooo,001 CJ - Estimated 16. llabllltles C $500,000.001 • $1 bllllon • C mllllon $10 $1,000.001 Cl $0 • $50,000 • C billion $10 $1,000,000,001 mtlllon CJ $50,001 • $100,000 C $10,000,001 • $50 $10,000,000,001 CJ $50 bflllon • [J $100,001 • $500,000 - milllon $100 $50,000,001 • C More bllllon than $50 Cl $1 • $500.001 million $100,000,001 • $600 milllon 0 page3 Bankruptcy for Filing Non-lndlvlduals for Petition Voluntary Official Form 201

4 Deb to Kona Grill Inc . r Cose numbo --- ---- ------ - r(lfknown) Nome for Oocl aratlo n, and Signatures Requost Rollof, Ban k ruptcy fr aud Is a serious crime. Making WARNING false stalement In connection with a bankruplcy case can re sult In fines up to $500,000 or - a for up to 20 years, or bolh. Imprisonment U .S. C. §§ 152, 1341, 1519 , a nd 357 1. 18 17. Declaration slgnaturo and The debtor r equests relie f In acc o rd ance with t he cha pter or peUllon. tl e 1 1, Un ited Sta t es Code, specified In this ti of authorized roprosontatlvo of dobtor I ha ve been authorized to Ille this peU Uon on behal f or the debtor . corr I Inf ormatio n In this pe tition and have a reas onable belief tha t l he Info rma tion ls t rue d and lhe ect examined have Christopher Wells J. esentaUve or debto r repr Printed name Ortlcor Restructuring TIUe Chief __ _ D ate U / tfJ @:..!.-t.rj Signature 18. attorney of MM~ James O'Nolll E. na Prinled me skl LLP Zl e hl & Jones Pachul Stang name Firm 919 N. Market Street 17th Floor Wilmington, DE 19899 City, Number , Street, Code Stale & ZIP [email protected] Jo l phone 302-662-4100 address Email Contac OE 4042 number and Stale Bar 4 page Potltlo n for Voluntary lvldu Non ,lnd ols Filin g for Bankruptcy Form Official 201

5 Debtor Case number (if known) Grill, Kona Inc. Name in information to identify your case: Fill this Bankruptcy Court for United States the: OF DISTRICT DELAWARE (if number Case known) Chapter 11 --------------- if this an D Check filing amended FORM 201. PETITION VOLUNTARY Attachment Bankruptcy Pending Cases Debtor Relationship to you Inc. Baltimore, Kona Affiliate District When if Case known number, Delaware Debtor you to Relationship Kona Inc. Grill Holdings, International Affiliate District When number, if known Case Delaware Debtor you Relationship to Grill International, Inc. Kona Affiliate District When known if number, Case Delaware Debtor you Relationship to Inc. Rico, Puerto Grill Kona Affiliate if number, Case District known When Delaware Debtor you to Relationship Affiliate Inc. Macadamia, Kona District Case known number, When if Delaware Debtor Relationship to you Affiliate Holdings, Restaurant Kona Inc. District if known When Case number, Delaware Debtor you to Relationship Affiliate Inc. Sushi, Kona number, if known District Case When Delaware Debtor you Relationship to Affiliate Inc. Restaurants, Texas Kona number, Case If known District When Delaware page5 for Filing Non-Individuals for Bankruptcy Voluntary 201 Form Official Petition

6 Official Form 201A (12/15) OQ) is file periodic reports (e.g. forms I OK and I to with the Securities and Exchange Commission pursuant to debtor required [If or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter I I of the Bankruptcy Code, Section Exhibit 13 this shall completed and attached to the petition.] ''A" be United States Bankruptcy Court District of Delaware Kona Inc. re In Grill, Case No. Chapter _11 _ _________ Debtor(s) for Petition for Attachment Filing Voluntary to Non-Individuals 11 under Chapter Bankruptcy If any of the debtor's securities are registered under Section 12 of the Securities Exchange Act of 1934, the SEC file number 1. 001-34082 . is the following data is the latest available information and refers 2. financial debtor's condition on 12131/2018 . The to Total assets a. s...;.3.:-,s_13_,_oo...;.o_.o __ o $ _____ debts in below} b. Total debts (including 2.c., listed ____;1...;4,l.;,o..;.49~,o.;..;o;..;;.o..;...;.o o __ ____ $ 500 holders: by more c. Debt securities held than Approximate of number holders: $ _______ ...;.N_IA_ secured unsecured subordinated NIA D D D ...;.N_IA_ $ _______ secured unsecured subordinated NIA D D D _______ $ ...;.N..;.;.IA;..;.. secured unsecured subordinated NIA D D D ...;.N..;.;..IA_ _______ $ secured NIA unsecured subordinated D D D secured unsecured subordinated NIA D D D $-------~N.;.;.IA.;... shares 2,000,000 NIA shares Number stock preferred of d. of authorized; none issued 30,000,000 shares 13,380,025 authorized; issued shares and 13,263,825 shares stock shares e. common of Number outstanding Comments, if any: Treasury stock, at cost, 116,200 shares Brief 3. Debtor's description business: of Kona Inc. owns and operates restaurants serving Grill, American favorites, sushi, and alcoholic beverages contemporary throughout the United States and Puerto Rico. or holds, 4. name of any person who directly or indirectly owns, controls, the with power to vote, 5% or more of the voting securities List of debtor: (1) Berke Bakay; (2) Nanyan "Alex" Zheng; (3) Renaissance Technologies, LLC; and (4) James R. Jundt Chapter Official 201A Attachment to Voluntary Petition for Non-Individuals FIiing for Bankruptcy under Form 11 Bankruptcy Best Case 1996-2019 Best Case, Copyright • www.bestcase.com Software (c) LLC

7 SECRETARY'S CERTD'ICATE OF KONA GRILL, INC. April~2019 duly certifies that she The the hereby elected and qualified acting undersigned is of the Board of Kana Grill, Inc., Secretary Delaware corporation (the "Company''), and further a certifies such capacity that attaehed hereto as Exhibit in is a true, complete and correct copy A of resolutions of the board of directors of the Company. Such resolutions have not been full amended, rescinded since their adoption and remain in or force and effect as of the modified date hereof. IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the first set forth above. date UMt t+m Christi Hing d' Secretary

8 EXHIBIT A of of Board of Directors Resolutions Kona Grill, Inc.

9 RESOLUTIONS OF BOARD OF DIRECTORS OF THE GRILL, KONA INC. corporation) Delaware (a the of Directors (the "Board") of Kona Grill, Inc., a Delaware of The Board members the following resolutions. adopt "Company"), (the corporation acting WHEREAS, to the laws the Board, pursuant State Delaware, has of the of of the Company's business; and financial aspects the considered operational Board has reviewed WHEREAS, historical performance the the the the of Company, of the long-term services, and the current and products liabilities the and Company's for market Company; Board has, over the last WHEREAS, months, reviewed the materials the several advisors to possible the of and the regarding the Company it by management the presented to Company; the of and restructuring a financial undertake to need operational the Board has analyzed each WHEREAS, the financial strategic alternatives of and the it, available on a consensual basis with those principal stakeholders of including to available and the impact of the foregoing on the Company's business and its stakeholders; Company, the THEREFORE, IT RESOLVED, that NOW, BE the of the Board, it is in judgment the in the best interests of and Company, its creditors, employees, stockholders desirable and the interested a petition be filed by that Company seeking relief under the other parties of chapter 11 of title 11 of the United the Code (the "Bankruptcy Code") in States provisions (the Delaware Court"); "Bankruptcy of Court District United Bankruptcy for the States RESOLVED, that the officers of the Company ( each, an "Authorized Officer") be, and to of authorized on behalf of the Company is, execute, verify and file all them hereby each to take and perform any and all lists, other papers or documents, schedules, and petitions, and deems and that any such Authorized Officer steps necessary, desirable and proper further actions connection with the Company's chapter 11 case, which include, but is not limited to, selling in prosecuting to the Company's assets or of a chapter 11 plan, with a view or all all substantially such case; of prosecution successful the that Authorized Officers, on behalf RESOLVED, the the Company, are authorized and of LLP of Pachulski Stang Ziehl & Jones ("PSZ&J") as to the retain law firm empowered in carrying out its duties under chapter Company bankruptcy counsel to represent and assist the 11 of Bankruptcy Code, and to take any and all actions to advance the Company's rights in the therewith, Officers the Authorized connection are hereby authorized and directed to execute and to retention pay appropriate retainers prior agreements, and immediately upon the appropriate retain of the bankruptcy, and to cause to be filed an appropriate application for authority to filing of PSZ&J; the services that Officers, Authorized RESOLVED, the on of the Company, are behalf authorized, empowered and directed to retain Piper Jaffray ("Piper Jaffray") as Investment marketing in handling the and sale of its assets in the to assist the Company Banker represent and 3 DOCS_LA:320538.1 50045/001

10 chapter 11 and to take any and all actions to advance the Company's rights in connection case, to execute appropriate and hereby authorized and directed therewith, Officers are the Authorized of the pay to and immediately upon the filing appropriate prior agreements, retention retainers for to to be filed an appropriate application and authority to retain the petition, bankruptcy cause Piper Jaffray; of services that Authorized RESOLVED, on behalf Officers, the Company, authorized, the are of directed to hire Jonathan Tibus as the Company's chief executive officer empowered and officer Chris as the Company's chief restructuring Wells ("CRO") and they shall and ("CEO") the in them assist to of Alvarez & Marsal ("A&M") employees utilize to authorized the be of his day to day duties as CRO. The CEO, CRO, and A&M will lead the Company execution restructuring with the Company's advisors, and to take any and all actions to efforts along the in connection therewith, and Authorized Officers are hereby Company's rights advance the and directed to execute appropriate retention agreements, pay appropriate retainers authorized to petition, the bankruptcy and of cause to be filed an filing to immediately upon prior the and CEO, application to hire the authority CRO, and A&M; appropriate for that the Authorized Officers RESOLVED, the and be, of hereby are, authorized Company in carrying to and other professionals necessary to assist the Company empowered employ any the of officers the therewith, connection in and Code; the under duties its out Bankruptcy are hereby and directed to execute appropriate retention agreements, pay Company authorized 11 of the chapter case and cause to or immediately retainers upon the filing prior appropriate to of authority with the Bankruptcy Court for applications to retain the services appropriate be filed other professionals, as necessary, and on such any as are deemed necessary, desirable and terms proper; that the Officers be, and each RESOLVED, Authorized hereby is, authorized on of them of the Company to take any and record actions, to execute, deliver, certify, file and/or all behalf agreements, perform and all and any instruments, motions, affidavits, applications documents, any take to and of governmental or regulatory authorities or certificates rulings or for approvals to actions deemed by any such Authorized Officer steps be necessary or desirable to and and all effectuate to and resolutions of of each a the foregoing intent purpose the out carry and case; 11 chapter successful of them hereby is, authorized on each that the Authorized Officers be, RESOLVED and to of the Company, to obtain post-petition financing and use of cash collateral according behalf into of the Credit Agreement entered ("Key with Key Bank National Association terms the Bank"), subject to the approval of the Bankruptcy Court, and any orders of the Bankruptcy Court Officers in connection therewith, Authorized are hereby authorized and with thereto, and respect directed to execute any appropriate agreements and related ancillary documents; 4 DOCS_LA:320538.1 50045/001

11 RESOLVED, that and all actions heretofore taken by any Authorized Officer or the any directors behalf Company in the name and on of of the Company in furtherance of the the ratified, are, hereby of any or all of the foregoing resolutions be, and intent purpose and confirmed, and approved in all respects; and RESOLVED, that the foregoing resolutions be filed with the records of the meetings of the Board. 5 DOCS_LA:320538.1 50045/001

12 Fill in informntion to identify the c:isc: this name Debtor , Inc. Kona Grill Bankruptcy United the : DISTRICT OF DELAWARE Court Stales for ---------------------- (If number Case koown) D Cheek If this Is an amended filing 202 Form Official 12115 of Perjury for Declaration Debtors Under Penalty Non-Individual Individual Is authorized to act on behalf of e non-Individual debtor , who as a corporation or partnership, must sign and submit th is An such for the schedules of assets and llabllltlos, any othor documont that requires a declaration that Is not Included In tho document, and any form of those documents . This form must state the lndlvldual's position or relatlonshlp to the debtor, the Identity of the document, amendments and date . Bankruptcy Rules the 1008 and 9011 . - Bankruptcy fraud Is a serious alme. Making a false statement, conceal in g property , or obtaining money or property by fraud In WARNING years, with bankruptcy case can result In fines up to $500,000 or Imprisonment for up to 20 a or both . 18 U.S.C. §§ 152, 1341, connection and 3571 . 1519, Declaration and signature another am the president, c11olher officer, or an authorized agert of lhe corporation; a member or an authorized agent or the partnership ; or I a representatlw or the debtor In ll'is case . as Individual serving I have a reasonable examined Information In have e doruments chec ked below and lhe belief that the lnrormatlon Is lrue and correct: I th Form (Official a/ Schedule AIB : As sets-Re 206A/B) and Personal Property D Claims D: Creditors Who Have Schedu/9 Secured by Property(Oflicfal Form 2060} D Schedule EIF : Cledllors Who Have Un secured Claims (Official Form 206E/F) D Unexpired Schedule Execu/ory Contracts and G: Le ases (Official Fonm 206G) Form 206H} Schedule H: Codebtors (Official Form Summary and Uabllilles for Non-Individuals (Officlal Assets 206Sum} of Amended Sched ule Ustof 11 or Chap/erg Casas : rgest Cledltors Who Have the 30 La Chapter Un secured Claims and Are Not In siders (Official Fonm 204) ~ Ust Statement, Ownership of a declaration CertiflcaUon of Creditor Matrix, Corporate that document Other requires ~ Equity Holders on of debtor behatf Ing J . Wells Christopher name Printed Chief Restructuring Offioor Position or relationsh ip to debtor Debtors Non-Individual for of Perjury Penalty Declaratlon Under Form 202 Official

13 Fill in this information to identify the case: Kona Grill, Inc. Debtor name DISTRICT OF DELAWARE United States Bankruptcy Court for the: Check if this is an amended filing Case number (if known): Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders (on a Consolidated Basis) 12/15 ch the A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims whi debtor disputes. Do not include claims by any person or entity who is an , as defined in 11 U.S.C. § 101(31). Also, do not include insider claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among th e holders of the 30 largest unsecured claims. Amount of claim Indicate if claim Name, telephone number Nature of claim Name of creditor and and email address of (for example, is contingent, complete mailing address, only unsecured claim amount. If claim is If the claim is fully unsecured, fill in trade debts, creditor contact unliquidated, or partially secured, fill in total cl aim amount and deduction for value of including zip code bank loans, collateral or setoff to calculate unsecured claim. disputed professional Total claim, if Unsecured claim Deduction for value of services, and partially secured collateral or setoff government contracts) Drew Nieman Undetermined Contingent Litigation Fashion Show Mall, 1 Email: Unliquidated LLC [email protected] Disputed Attn: Drew Nieman om or and/or Law/Lease Admin Dept. [email protected] re.com c/o Fashion Show Attn: Law/Lease Admin Dept. 312.935.1968 110 N. Wacker Dr. Chicago, IL 60606 Undetermined Litigation Contingent Blake Windal 2 The Irvine Company Unliquidated Email: LLC Disputed [email protected] Attn: Blake Windal any.com and/or General Counsel Retail 949.789.9180 Properties 101 Innovation Irvince, CA 92617 $572,375.79 3 JFC Trade Jason Koyama Payable Attn: Jason Koyama Email: 7101 E. Slauson Ave. [email protected] Los Angeles, CA 323.721.6100 90040 Michele Walton 4 Dolphin Mall $500,000.00 Lease Email: Associates, LLC Termination [email protected] Attn: Michele Walton Settlement c/o Taubman om 200 E Long Lake Rd. Ste. 300 248.258.7225 Bloomfield Hills, MI 48304-2324 page 1 r 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Chapter 11 or Chapte Official form 204 Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy DOCS_LA:321532.1 50045/001

14 Case number (if known) Debtor Grill, Kona Inc. Name of creditor Name and Nature claim Name, number of telephone Amount of If clalm claim Indicate malllng address, complete (for example, the and Is contingent, If emall claim Is fully address fill In only unsecure~ claim amount If claim is of unsecured, zip Including code trade contact debts, creditor partially secured, fill In unllquldated, claim amounfand deduction for-value of or total loans, to collateral or setoff bank calculate unsecured claim. · · disputed professional If Total value of Unsecured clalm Deduction claim, for and services, partially secured collateral or setoff government contracts) Quarter 5 Scottsdale $326,847.94 Trade Joshua Llndlmore Relt Email: Payable Attn: Joshua Joshua.lindlmore~ Lindi more ashingtonQrime.com E. 180 21st Broad St., Floor 614.887.5671 Columbus, 43215 OH Taubman Cherry $177,514.03 6 Trade Walton Michele LP Creek Email: Payable Michele Walton [email protected] Attn: c/o Taubman .2!!l E Long Lake Rd. 200 300 Ste. 248.258. 7225 Ml Bloomfield Hills, 48304-2324 $163,451.97 Don Frederica Campbell, Trade 7 & Edward Company Payable Credit Manager Attn: Email: Frederica Campbell frederlcacam [email protected] Don on.com 9801 Adam Parkway IL Woodridge, 60517 708.442.9400 $155,390.62 TRG LLC 8 Trade IMP Walton Michele Payable Michele Attn: Walton Email: [email protected] Taubman c/o 200 Lake Rd., E Long .2!!l 300 Ste. Hills, Ml 248.258. 7225 Bloomfield 48304-2324 $143,051.18 Trade 9 LLP Doug Holod Maslon Payable Holod Attn: Doug Email: [email protected] Wells Fargo 3300 Center ~ 7th 90 Street South MN 612.672.8200 Minneapolis, 55402-4140 $138,913.29 10 Trade Chandler TWC Guy Mercurio Payable Email: Mercurio Guy Attn: c/o Macerich Guy [email protected] N. Tatum Blvd. 11411 rich.com 85028 Phoenix, AZ 214.373.5222 page2 Who 11 Chapter 9 Cases: Chapter of Creditors or Have the 20 Largest Unsecured claims List 204 Official fonn Best Case Bankruptcy Software Case, LLC -www.bestcase.com (c) Copyright 1996-2019 Best DOCS _LA:321532.1 50045/00 I

15 Case number (if known) Debtor Kona Inc. Grill, Name Name and of creditor number Name, claim Nature telephone of Indicate claim If Amount claim of complete malllng address, of (for example, email and address Is contingent, If is fully unsecured, fill In only unsecured the amounl If claim Is claim claim zip lncludlng code trade unllquldated, or contact debts, creditor fill in total claim partially and d~uctlon for value of secured, amount loans, disputed bank or setoff to calculate unsecured claim. collateral professional. Total If Deduction for value of Unsecured clalm clafm, and services, collateral or setoff partially secured government contracts) 11 Club Plaza JV Country Trade Michele Walton $136,679.61 LLC Email: Payable Attn: Michele Walton [email protected] c/o Taubman .Q.!!1 E. Long Lake 200 300 Suite 7225 248.258. Hills, Ml Bloomfield 48304-2324 12 Bear Steams Com Mg Trade Angelina Scarcelli $132,729.57 Inc Mg Sec Ct Pt Email: Payable [email protected] Series 7 - Pwr 2005 Remicl olliers.com Attn: Angelina Scarcelli 702.836.3768 c/o Colliers International Hughes Howard 3960 Ste.150 Pkwy., NV 89169 Las Veaas, 13 Atrium $125,000.00 Continental Lease Helfman Larry Termination Corporation Email: Attn: Helfman Settlement [email protected] Larry 2780 Skypark Dr., Ste. 325 310.640.1620 90505 CA Torrance, $121,392.50 TB Mall UTC, LLC at 14 Walton Trade Michele Walton Payable Michele Attn: Email: [email protected] c/o Taubman Lake Rd., 200 E Long .Q.!!1 Ste. 300 Hills, Bloomfield 248.258. 7225 Ml 48304-2324 $120,166.68 Spgil Domain, LP Trade Bums Debra 15 Simon Property c/o Payable Email: Group [email protected] Attn: Burns Debra and/or Legal Dept. .263. 7134 317 Washington St 225 W. 46204 IN lndianaoolis, $118,987.90 Aramark Trade Misti Jones, 16 Payable Attn: Accounts Receivable Jones Misti 1515 Hadley St., E. Email: [email protected] Suite 100 k.com AZ 85034 Phoenix, 602.254.6222 page3 form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Official Unsecured claims Largest Best Case Bankruptcy www.bestcase.com Case, LLC. (c) Software Copyright 1996-2019 Best DOCS_LA:321532.1 50045/001

16 Debtor Kona Inc. Grill, number (if Case known) Name of Name creditor and Name, number telephone clalm of Nature Indicate If clalm of claim Amount malllng address, complete of and address emall example, (for Is contingent, claim Is fully unsecured, fill In only unsecured claim amounl the claim Is If If code Including zip contact creditor trade debts, unHquldated, or fill In total claim amount and deduction for value partially secured, of loans, bank disputed or setoff to unsecured claim. · collateral calculate professional claim, If Total for Deduction of value clalm Unsecured services, and partially secured collateral or setoff government contracts) 17 ICRE Holdings Relt Roberts Jennifer Trade $111,755.79 Attn: Jennifer Email: Payable Roberts [email protected] LPC c/o Commercial Services, Inc. 703.351.0000 Fairfax Dr., 4601 N. Ste.1115 VA 22203 Arlington, 18 Saybrook 1 LLC JV Trade Sherri Braddberry $104,202.72 Attn: Sherri Email: Payable Braddberry [email protected] 110 Wacker Dr. N. e.com Chicago, 60606 IL 312.960.5859 Lincolnshire 19 Propco, Amy Levin Trade $99,483.12 LLC Email: Payable Attn: Amy Levin [email protected] clo Next Property m Management Orchard 5215 Rd., Old 847.881.2000 Ste. 880 Skokie. 60077 IL LLC 20 HG Galleria $97,146.38 Trade and/or Barb Deritter Attn: Payable Dept. Barb Legal Deritter Legal and/or Dept. Email: c/o HG Galleria I, Ill, [email protected] 11 1 LP W. Washington St. 225 7949 317.263. Indianapolis, 46204 IN $92,631.42 Trade Steve LLC 21 Crawfish, Sumell Email: Payable Attn: Sumell Steve Trade Mark [email protected] c/o Property roeem.com River Run, Ste. 1701 500 817.870.1122 Worth, TX 76107 Ft. $88,491.89 22 Taubman Michele Walton Trade Rich Payable Associates Email: Michele Walton [email protected] Attn: E. Lake Rd., 200 Long .Q!!1 Ste. 300 Ml Hills, Bloomfield 248.258. 7225 48304-2324 $87,212.35 Trade Hawaiian Frank Porcelli Fresh 23 Payable Email: Seafood Frank Porcelli Attn: [email protected] 2290 Alahao Place, eafood.com Unit 100 Honolulu, 96819 800.845.8862 HI page4 claims Unsecured Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest 204 fonn Official Best Case Bankruptcy Best Case. LLC • www.bestcase.com Software Copyright (c) 1996-2019 DOCS_LA:321532.1 50045/001

17 Debtor Kona Inc. Case number (if known) Grill, Name Name and of creditor number Name, telephone of claim Nature clafm If Indicate of clafm Amount complete mallfng address, address and email of (for example, Is contingent, If Is fully unsecured, fill In only unsecured the amount If claim Is claim claim zip Including code contact creditor trade debts, unlfqufdated, or fill in total claim partially and deduction for value of secured, amount loans, bank collateral or setoff to calculate unsecured claim. disputed professional Total if claim, for value Deduction of Unsecured clafm and services, partially secured or setoff collateral government contracts) 24 1 Street/Gap Banyan Zac Gruber Trade $85,780.14 Holdings East Pratt Email: Payable LLC [email protected]~anstre Attn: Zac Gruber et.com SW 80 St., Ste. 8th 2200 722.9400 305. 33130 Miami, FL 25 Holdings, TWLDC LP Trade Robin Parker $81,293.62 Attn: Robin Parker Email: Payable 3 Waterway Square [email protected] Place dhughes.com c/o Howard Hughes Corp. 281.475.2111 1790 Hughes Landing, Ste. 600 The Woodlands, TX 77380 26 Internacional Plaza Walton Michele Trade $80,384.74 Rico Puerto LLC Payable Email: Attn: [email protected] Michele Walton c/o Taubman 2m 200 Lake Rd., E. Long Ste. 300 248.258. 7225 Bloomfield Hills, Ml 48304-2324 27 T -C, LLC dba $79,518.48 CBL- Trade Debbie Bell Mall, LLC Coolsprings Email: Payable CBLCenter eroe [email protected] Attn: erties.com Bell Debbie Place Hamilton 2030 Blvd., Suite 500 423.855.0001 Chattanooga,TN 37421 28 Trust, LP. Excel $76,498.91 Legal Debra Brigher, Trade Attn: Debra Brigher, Dept. Payable Legal Dept. Email: c/o Shopcore [email protected] Properties Two Liberty Place, 216.330.4201 3325 Ste. 50 16th St. S. Philadelphia, PA 19102 29 Freshpoint $72,343.41 Brenden Trade St John Attn: St. Brenden Payable Email: [email protected] John North 711 Orlando heolnt.com Ave., Ste. 201 Maitland, FL 32751 404.831.2186 page 5 11 or Chapter 9 Cases: List of Chapter Who Have the 20 Largest claims Unsecured Creditors Official 204 fonn Best Case Bankruptcy Software LLC. www.bestcase.com Copyright 1996-2019 (c) Best Case, DOCS _LA:321532.1 50045/001

18 Case number (if known} Debtor Kona Inc. Grill, Name claim and Name clalm of Nature of creditor Indicate If clalm Amount of number telephone Name, claim If amount clalm unsecured only (for example, Is contingent, If the daim is fully Is fill in unsecured, address, malling complete of emall and address fill zip of value trade debts, Including or partially secured, code in total claim amount and deduction for unllquldated, contact creditor claim. unsecured calculate collateral or setoff to disputed loans, bank professional claim for value of Unsecured Deduction If claim, Total and services, collateral or setoff partially secured government contracts) $62,482.07 True World Foods Moreno Trade 30 Keiko Payable Keiko Email: Moreno Attn: [email protected] Drive 24 Link NJ 07647 foods.com Rockleigh, 201. 750.0024 pages claims Unsecured Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest 204 Official form Best Case Bankruptcy Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com DOCS_LA:321532.1 50045/001

19 STATES IN THE UNITED BANKRUPTCY COURT WARE DELA OF FOR THE DISTRICT In re: Chapter 11 19- Case No. INC., __ (_) KONA GRILL, Debtor. OWNERSIDP STATEMENT (RULE 7007.1) CORPORATE Judges to Rule Pursuant Bankruptcy Procedure 7007.1 and to enable the Federal of to possible disqualification or evaluate the undersigned authorized officer recusal, of the above- captioned Debtor, that the following certifies a or other than the Debtor, is a corporation governmental that directly or indirectly owns 10% or more unit, of any class of the corporation's under equity or states that there are no entities to report interests, FRBP 7007 .1. • None [ check if applicable] Name: Address: DOCS_LA:320544.1

20 ST IN THE UNITED A TES BANKRUPTCY COURT OF DISTRICT DELAWARE FOR THE In re: Chapter 11 INC., KONA GRILL, L) __ CaseNo.19- Debtor. OF EQUITY SECURITY HOLDERS LIST is the list Following the which equity security holders of is prepared in accordance with rule Debtor's 11 Case: for this Chapter in 1007(a)(3) filing Name Last Known Address or Security and Number of Kind of Interest of of Holder Class Business Place Securities Nanyan Zheng "Alex" AKA Ahwanova Limited Plateno Group Plaza 9/F 2,651,261 No. Xinjiaoxi Road 300 District Haizu 510310 China Guangzhou Berke Bakay c/o BBS Capital Management, LP 1,975,599 5524 Ave. E Estrid AZ 85254 Scottsdale, Technologies, LLC Renaissance 800 third A venue 858,959 New York, NY 10022 James Jundt R. PO Box 5770 717,711 Carefree, AZ 85377-5770 DOCS_LA:320544.1

21 IN UNITED STATES BANKRUPTCY COURT THE FOR THE DISTRICT OF DELAWARE In re: 11 Chapter INC., KONA GRILL, 19- (_} No. __ Case Debtor. CERTIFICATION OF CREDITOR MATRIX Rule 1007-2 of the Local Rules of Bankruptcy Practice and Pursuant to Procedure the States Bankruptcy Court for the District United Delaware, the above captioned debtor for of 1 affiliated debtors in possession (collectively, the "Debtors") hereby and certify that the its Matrix submitted herewith contains the names and addresses of the Debtors' creditors. Creditor Matrix the the Debtors' knowledge, the Creditor of is complete, correct, and consistent To best the Debtors' books and records. with information herein The is based upon a review of the Debtors' books contained However, and of the petition date. as no comprehensive legal and/or factual records Matrix Creditor the to possible defenses to any claims set forth in regard with investigations should been the listing does not, and Therefore, not, be deemed to constitute: have completed. allowability of any defense to any listed claims; (2) of acknowledgement of the an a waiver (I) right listed and/or (3) a waiver of any any claims; or legal position of the Debtors. other 1 The Debtors and the last four digits of their respective taxpayer identification numbers include: Kona Grill, Inc. (6690); Kona Holdings, Inc. (6703); Kona Sushi, Inc. (4253); Kona Macadamia, Inc. (2438); Kona Restaurant Inc. Texas (4089); Kona Grill International Holdings, Inc. (1841); Kona Baltimore, Inc. (9163); Kona Restaurants, Grill International, Inc. (7911 ); and Kona Grill Puerto Rico, Inc. (7641 ). The headquarters and service address for Road, the Debtors is 15059 North Scottsdale above-captioned Suite 300, Scottsdale, Arizona 85254. DOCS_LA:320544.1

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