SUBSCRIPTION AGREEMENT

Exhibit 10.20 SUBSCRIPTION AGREEMENT
SHARES OF COMMON STOCK THIS OFFERING IS MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION   4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED.

SUBSCRIPTION AGREEMENT 1.  Subscription . Subject to the terms and conditions set forth in this Agreement, the undersigned hereby subscribes for and agrees to purchase at the Closing that number of shares of Common Stock, par value $0.01 per share (the " Shares ") of Kona Grill, Inc., a Delaware corporation (the " Company "), at the price per share determined by dividing One Million and 00/100 Dollars ($1,000,000.00) by the average closing price per share of the Company’s Common Stock as quoted on the NASDAQ Global Market for the five trading days prior to the date of this Agreement. The subscription price shall be payable by check to "Kona Grill, Inc." The " Closing " means the closing of the purchase and sale of the Shares pursuant to this Agreement, and the " Closing Date " shall mean the date and time of the Closing and shall be on such date and time as is mutually agreed to by the Company and the undersigned, provided that all conditions precedent contained in Section 2 shall have been either satisfied or waived. The date and time of the Closing shall be 11:00 a.m., Arizona time, on the Closing Date. The Closing shall take place at the Phoenix office of Greenberg Traurig, LLP, at 2375 E. Camelback Road, Suite 700, Phoenix, Arizona 85016. 2.  Conditions Precedent . The obligations of the undersigned under this Agreement are, at the option of the undersigned, subject to the satisfaction of the following conditions on or before the Closing Date: (a) Valid Issuance; Due Organization . The Shares will, when issued, be validly issued, fully paid, and non-assessable and that the Company is duly organized, validly existing, and in good standing under the laws of the state of Delaware. (b) Debt Financing . The Company shall have received commitments from a third party lender of at least $3.0 million of new debt financing in the form of a line of credit, equipment financing, term loan, or other form of debt on or before the Closing Date. (c) Accuracy of Representations and Warranties . The representations and warranties of the Company herein contained shall have been true and correct in all material respects when made, and in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby. 3.  Representations, Warranties, Covenants, and Acknowledgements . By executing this subscription agreement, the undersigned hereby represents, warrants, covenants, and acknowledges to the Company as follows: (a) The undersigned has been provided access to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission (" SEC ") and all subsequent reports and proxy statements filed by the Company thereafter pursuant to Section 13(a) or 14(a) of the Securities Exchange Act of 1934 (" SEC Reports ") through the SEC’s EDGAR system. In addition, the undersigned has obtained such information regarding the Company as the undersigned has reasonably requested, and, particularly, the undersigned has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the purchase of the Shares and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied.

(b) In determining to purchase Shares, the undersigned has relied solely upon the advice of the undersigned’s legal counsel and accountants or other financial advisors with respect to the financial, tax, and other considerations relating to the purchase of Shares. (c) The undersigned was not offered nor sold Shares directly or indirectly, by means of any form of general advertising or general solicitation, including, but not limited to (i) any advertisement, article, notice, or other communication published in a newspaper, magazine, or similar medium of communication or broadcast over television or radio; or (ii) to the knowledge of the undersigned, any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) The undersigned (i) can bear the economic risk of the investment in the Shares, including the total loss of the undersigned’s investment; and (ii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Shares. (e) The undersigned understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares. (f) The undersigned acknowledges and understands that the Shares are a speculative investment that involve a high degree of risk and there can be no guarantee of the amount of or type of profit, if any, to be realized as a result of an investment in the Shares. (g) The undersigned is presently a bona fide resident of the state listed below and has no present intention of becoming a resident of any other state or jurisdiction, and the address and Social Security or Federal I.D. number set forth below are the undersigned’s true and correct residential address and Social Security or Federal I.D. number. (h) The undersigned (i) if an individual, is at least 21 years of age; (ii) if an individual, is a United States citizen; (iii) if an individual, has adequate means of providing for the undersigned’s current needs and personal contingencies; (iii) has no need for liquidity in the undersigned’s investments; and (iv) represents and warrants that all investments in and commitments to non-liquid investments are, and after the undersigned’s investment in the Shares will be, reasonable in relation to the undersigned’s net worth and current needs. (i) The undersigned acknowledges that the Company is relying on exemptions from the registration requirements of the Securities Act and afforded by applicable state statutes and regulations. (j) The undersigned understands that the Shares will not be registered under the Securities Act or the securities laws of any state and are subject to restrictions on transfer. (k) The undersigned is acquiring the Shares in the ordinary course of business for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, and