Blueprint





 







EXHIBIT 10.15

 



AMENDED AND RESTATED PROMISSORY NOTE

 


	

$60,000.00

	

August
10, 2016







 


FOR
VALUE RECEIVED, Noble Roman's, Inc, an Indiana corporation (the
“Debtor” or the
“Company”),
hereby promises to pay to Scott Mobley (the “Holder”) the principal sum of
Sixty Thousand and 00/100 Dollars ($60,000.00) or so much as may
have been disbursed hereunder, together with interest, in the
manner provided herein. Each of the Holder and the Debtor are
collectively referred to herein as the “Parties”. This Note amends,
restates and continues the obligations of the Debtor evidence by
each of that certain Promissory Note dated December 21, 2015 and
that certain Promissory Note dated February 29, 2016, in each case
issued by the Debtor to the Holder and is not a novation
thereof.

 

1. Loans. Upon the request of the
Debtor, the Holder may, in its discretion, make certain loans to
the Debtor from time to time prior to the Final Payment Date (as
defined below). The Debtor may borrow, pay, reborrow and repay, in
whole or in part, such loans; provided, that no loan shall be made
if: (a) any Event of Default (as defined below) has occurred or is
continuing or would result from such loan by the Holder; or (b) if,
before or after the making of such loan, the aggregate outstanding
principal amount of all loans evidenced by this Note would exceed
Sixty Thousand and 00/100 Dollars ($60,000.00).

 

2. Repayment of Principal. The
entire principal balance of this Note shall be due and payable on
June 10, 2018 and (b) the exercise of remedies by the Holder
pursuant to Section 5, of this Note (the “Final Payment Date”). All
principal and interest payable pursuant to this Note may be prepaid
in whole or in part at any time, without payment of any penalty or
premium.

 

3. Interest on Unpaid Principal
Balance. Interest shall accrue on the unpaid principal
balance of this Note at a rate of ten percent (10%) per annum
(computed on the basis of a 360-day year containing 12 months,
counting the actual number of days in each month), such accrued and
unpaid interest shall be paid quarterly in arrears on the last
business day of March, June, September and December of each year
commencing March 31, 2016. All accrued and unpaid interest shall be
due and payable at the Final Payment Date.

 

4. Payments. The Debtor will pay
to Holder, by check for all amounts payable to the Holder in
respect of the principal of, or interest on, this Note, without any
presentation of this Note. Each such payment, when paid, shall be
applied first to the payment of interest, fees, expenses and other
charges accrued and unpaid under this Note in such order as Holder
shall determine and second to the payment or prepayment of the
principal hereof. Notwithstanding anything herein to the contrary,
all outstanding principal, accrued interest and all other amounts
under this Note shall be immediately due and payable in full at the
Final Payment Date.

 


 




 

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5. Event of Default. The
occurrence of any one or more of the following events will
constitute an “Event of Default”
hereunder:

 

(a) Nonpayment of any
installment of principal and/or interest due under this Note when
it shall become due and payable (no prior demand therefor being
necessary);

 

(b) Any representation
or warranty made or deemed to be made by Debtor in this Note, or any other document,
instrument or certificate delivered in connection herewith or
therewith is or shall be incorrect in any material respect on or as
of the date when made or deemed to have been made; provided, that
any representation or warranty that is already qualified in the
text thereof as to “materiality”, “material
adverse effect” or similar language shall be true and correct
in all respects so stated on the applicable date;

 

(c) The Debtor shall
default in the performance of any other obligation, covenant or
agreement contained in this Note (subject to any applicable grace
periods), provided that the Debtor shall have the opportunity to
cure such default within ten (10) business days of its receipt of
notice of default;

 

(d) (i) the appointment
of a receiver, trustee, custodian or other fiduciary, for, or for
any of the property of, the Debtor; or (ii) the making of an
assignment for the benefit of creditors by the Debtor; and if any
of (i) through (ii) are involuntary, the failure to discharge same
within sixty (60) days;

 

(e) The filing of a
petition, complaint, motion or other pleading seeking relief under
any receivership, insolvency, or debtor relief law, or seeking any
readjustment of indebtedness, reorganization, composition,
extension or any similar type of relief, or the filing of a
petition, complaint, or motion under any chapter of the federal
bankruptcy code, 11 U.S.C. 101 et seq., as the same now exists or
may hereafter be amended (the “Bankruptcy Code”), by
the Debtor;

 

(f) The filing of a
petition, complaint, motion or other pleading seeking any relief
under any receivership, insolvency, or debtor relief law, or under
any chapter of the Bankruptcy Code, or seeking any readjustment of
indebtedness, reorganization, composition, extension or any similar
type of relief, or the entry of any order for relief under any
chapter of the Bankruptcy Code, against, the Debtor; provided,
however, that if the Debtor shall notify Holder in writing of the
filing of any such petition, complaint, motion or other pleading
against the Debtor and shall provide evidence satisfactory to
Holder that the Debtor has in good faith and within thirty (30)
days after the filing of any such petition, complaint, motion or
other pleading filed an answer thereto contesting same, then there
shall be no Event of Default under this subparagraph (e) until the
earliest of (i) the entry of an order for relief or a judgment
under any proceedings referred to in this subparagraph (e), (ii)
the appointment of a receiver, trustee, custodian or other
fiduciary in any such proceeding or (iii) the expiration of a
period of sixty (60) days, at the end of which such petition,
complaint, motion or other pleading remains
undismissed;

 


 




 

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(g) The dissolution,
liquidation or termination of existence of the Debtor;

 

(h) A Sale of the
Company shall occur;

 

(i) Debtor fails to
make any of its filings required by the Securities Exchange Act of
1934, as amended, by the dates they are required to be filed in
accordance with the rules and regulations promulgated by the
Securities and Exchange Commission from time to time (without
giving effect to any available extension of time with respect to
any such filing);

 

(j) A delisting of the
Debtor’s Common Stock from the OTCQB
marketplace.

 


Upon
the occurrence and continuance of any Event of Default, this Note,
at the option of the Holder, shall become immediately due and
payable without notice of any kind; provided that this Note shall
become automatically due and payable upon any Event of Default
occurring under clauses (d), (e) and (f) above without any further
action on behalf of Holder. The Holder’s failure to exercise
such option shall not constitute a waiver of the right to exercise
it at any other time. Irrespective of the exercise or non-exercise
of the foregoing option, if any payment of principal and/or
interest is not paid in full on the date the same is due, the
interest rate under this Note on the overdue amount shall be
increased to eighteen percent (18%) per annum until said amount is
paid in full.


 


Notwithstanding any
provisions of this Note, it is the understanding and agreement of
the Debtor and the Holder that the maximum rate of interest to be
paid by the Debtor to the Holder shall not exceed the highest or
maximum rate of interest permissible to be charged to a commercial
borrower under any law applicable hereto. Any amount paid in excess
of such rate shall be considered to have been payments in reduction
of principal, and if there shall be no principal amount then
outstanding, such excess shall be returned to the Debtor as an
overpayment of principal.


 

6. Representations and
Warranties.

 

(a) Power and Authority; Execution and
Delivery. Debtor has the corporate or other organizational
power and authority to execute, deliver, perform and otherwise
carry out the terms and provisions of this Note and the Warrant
(including such power and authority to borrow the funds as
contemplated herein and to issue the equity securities as
contemplated by the Warrant) and has taken all necessary corporate
or other organizational action to authorize the execution, delivery
and performance of this Note. Debtor has duly executed and
delivered this Note and any documents executed and delivered in
connection herewith or therewith.

 


 




 

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(b) Enforceability. This Note
constitutes the legal, valid and binding obligation of Debtor,
enforceable against Debtor in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization and other similar laws relating to or
affecting creditors’ rights generally.

 

(c) No Violation. The execution,
delivery and performance by Debtor of this this Note, the
compliance with the terms and provisions hereof and thereof, and
the consummation of the transactions contemplated hereby and
thereby, do not and will not (i) conflict with, contravene or
violate any provision of any applicable law, (ii) violate any order
or decree of, or require any authorization, consent, approval,
exemption or other action by or notice to, any Person which has not
been obtained and is in full force and effect, (iii) conflict with,
result in a breach of any of the terms, covenants, conditions or
provisions of, constitute a default under, otherwise result in the
termination of or a termination right under, (x) any material
indenture, note, loan agreement, lease agreement, mortgage, deed of
trust or other financing or security agreement, or (y) any other
material agreement to which it or any of its property or assets is
bound, or (iv) violate any provision of the its organization
documents (i.e., charter, by-laws, etc.) or any material permit or
license of Debtor.

 

7. Definitions. The following
terms, as used herein, have the following respective
meanings:

 


 


 


“Sale of the Company” means the
sale (in a single transaction or a series of related transactions)
of the Company to any Independent Third Party or group of
Independent Third Parties pursuant to which such Independent Third
Party or group of Independent Third Parties acquires (a) a
majority of the Common Stock on a Fully-Diluted Basis (whether by
merger, consolidation, sale or Transfer of Common Stock,
reorganization, recapitalization or otherwise), or (b) all or
substantially all of the assets of the Company and its
Subsidiaries, determined on a consolidated basis. For purposes of
this definition, all Common Stock that is issuable upon exercise or
conversion of any Stock Equivalents acquired by an Independent
Third Party shall be deemed to be issued and held by such
Independent Third Party.


 


“Subsidiary” means any corporation,
limited liability company, partnership, association, joint stock
company, trust, joint venture or unincorporated organization of
which the Company, at the time in respect of which such term is
used, (a) owns directly or indirectly more than fifty percent (50%)
of the equity or beneficial interests, on a consolidated basis, or
(b) owns directly or controls with power to vote, indirectly
through one or more subsidiaries, shares of capital stock or
beneficial interests having the power to cast a majority of the
votes entitled to be cast for the election of directors, trustees,
managers or other officials having powers analogous to those of
directors of a corporation. Unless otherwise specifically
indicated, when used in this Agreement, the term Subsidiary shall
refer to a direct or indirect Subsidiary of the
Company.




 

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“Transfer” means any direct or
indirect transfer, donation, sale, assignment, pledge, encumbrance,
hypothecation, gift, creation of a security interest in or lien on,
or other disposition, irrespective of whether any of the foregoing
are effected with or without consideration, voluntarily or
involuntarily, directly or indirectly, by operation of law or
otherwise, inter
vivos or upon
death.


 

 

8. No Security. This Note is
unsecured on a senior basis.

 

9. Costs. If, and as often as,
this Note is referred to an attorney for the collection of any sum
payable hereunder, or to defend or enforce any of the
Parties’ rights hereunder, or to commence an action,
cross-claim, third-party claim or counterclaim relating to this
Note, the Debtor hereby agrees to pay all reasonable costs incurred
by the Parties in connection therewith including reasonable
attorneys' fees (including such fees incurred in appellate,
bankruptcy or insolvency proceedings), with or without the
institution of any action or proceeding.

 

10. Governing Law. This Agreement
shall be governed by and construed in accordance with the domestic
Laws of the State of Indiana without giving effect to any choice or
conflict of Law provision or rule (whether of the State of Indiana
or any other jurisdiction) that would cause the application of the
Laws of any jurisdiction other than the State of
Indiana.

 

11. Waiver of Jury Trial. EACH OF
THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED
TO THIS PROMISSORY NOTE IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY
OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS PROMISSORY NOTE
OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
NOTE.

 


 




 

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12.           Assignment.
This Note and the rights and obligations hereunder shall be freely
assignable, in whole or in part, by the Holder without the consent
of the Debtor or any other Person; provided that any proposed
assignee shall expressly agree to be bound by the terms of the
Subordination Agreement.


 


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IN WITNESS WHEREOF, the Debtor has
caused this Promissory Note to be duly executed as of the day and
year first above written.

 


	
 

	

DEBTOR:

 

NOBLE
ROMAN'S, INC.


 


 

By 

Name: Paul
Mobley

Title: Executive
Chairman









 

On this                    
day of August, 2016

 




 

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