EX-10.32



 Exhibit 10.32 

FIRST AMENDMENT 
 TO

 APPOINTMENT AND NOMINATION AGREEMENT 

This First Amendment to Appointment and Nomination Agreement (this “Amendment”) dated January 10, 2014, amends that
certain Appointment and Nomination Agreement (the “Agreement”) dated November 27, 2013, by and among the persons and entities listed on Schedule A (collectively, the “Blue Clay Group”, and individually a
“member” of the Blue Clay Group), Famous Dave’s of America, Inc. (together with its subsidiaries, the “Company”) and Adam Wright, in his individual capacity and as a member of the Blue Clay Group (the
“Blue Clay Designee”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement. 

In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows: 
 1. Section 1(b)
of the Agreement is amended in its entirety to read as follows: 
 “(b) The Company agrees to include the Blue Clay Designee in its
slate of nominees for election as one of no more than eight directors of the Company at the 2014 Annual Meeting (the “Company Slate”). The Board will publicly recommend and solicit proxies for the election of the Blue Clay Designee
at the 2014 Annual Meeting in the same manner as it does for all the other members of the Company Slate.” 
 2. Except as specifically
provided herein, the Agreement shall remain in full force and effect according to its terms. This Amendment may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail
transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart. 

[Signature Pages Follow] 







 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or caused the same to
be executed by its duly authorized representative as of the date first above written. 
  

					
	FAMOUS DAVE’S OF AMERICA, INC.
		
	By:	 	 /s/ Dean A. Riesen

		 	Name: Dean A. Riesen
		 	Title: Chairman of the Board
	
	BLUE CLAY CAPITAL MANAGEMENT, LLC
		
	By:	 	 /s/ Gary S. Kohler

		 	Name: Gary S. Kohler
		 	Title:  Founding Principal, Portfolio Manager
		 	   and Chief Investment Officer

	
	BLUE CLAY CAPITAL MASTER FUND LTD.
		
	By:	 	 /s/ Gary S. Kohler

		 	Name: Gary S. Kohler
		 	Title: Director
	
	BLUE CLAY CAPITAL PARTNERS CO I LP
		
	By:	 	BLUE CLAY CAPITAL MANAGEMENT,
		 	LLC, its General Partner
			
		 	By:	 	 /s/ Gary S. Kohler

		 		 	Name: Gary S. Kohler
		 		 	Title: Founding Principal, Portfolio Manager
		 		 	  and Chief Investment Officer

	
	 /s/ Adam Wright

	Adam Wright, Individually
	
	 /s/ Gary S. Kohler

	Gary S. Kohler, Individually
	
	 /s/ Brian Durst

	Brian Durst, Individually



  








 Schedule A 

Members of Blue Clay Group 
 Blue Clay
Capital Management, LLC 
 Blue Clay Capital Master Fund Ltd. 

Blue Clay Capital Partners Co I LP 
 Gary S. Kohler 

Adam Wright 
 Brian Durst