Exhibit
10.6


 





 






 


NOTE
PURCHASE AGREEMENT AND SECURITY AGREEMENT


 


by
and among


  


BRICKTOWN
BREWERY RESTAURANTS LLC 


as
the Borrower


 


and


 


EACH
SUBSIDIARY OF BORROWER


FROM
TIME TO TIME PARTY HERETO


as
Guarantors


 


PRAESIDIAN
CAPITAL OPPORTUNITY FUND III, LP


(“FUND
III”)


 


and


 


PRAESIDIAN
CAPITAL OPPORTUNITY FUND III-A, LP


(“FUND
III-A” AND TOGETHER WITH FUND III, COLLECTIVELY THE “LENDERS”)


 


and


 


PRAESIDIAN
CAPITAL OPPORTUNITY FUND III, LP,


as
Agent


 


Dated
as of January 31, 2015


 





 






  




     


     


    

 


TABLE
OF CONTENTS


 


	ARTICLE
    1 DEFINITIONS	1
	1.01.	Definitions	1
	1.02.	Accounting
    Terms; Financial Statements	18
	1.03.	Knowledge
    of the Credit Parties	19
	1.04.	UCC
    Terms	19
	1.05.	Certain
    Matters of Construction	19
	ARTICLE
    2 PURCHASE AND SALE OF THE NOTES	20
	2.01.	Issue
    of Notes	20
	2.02.	Expenses	20
	2.03.	Closing	20
	2.04.	Financial
    Accounting Positions; Tax Reporting	20
	2.05.	Interest	21
	ARTICLE
    3 CONDITIONS TO THE OBLIGATIONS OF THE LENDERS TO PURCHASE THE NOTES	21
	3.01.	Conditions	21
	ARTICLE
    4 COLLATERAL; GENERAL TERMS	23
	4.01.	Security
    Interest in the Collateral	23
	4.02.	Perfection
    of Security Interest	23
	4.03.	Safeguarding
    Collateral	23
	4.04.	Ownership
    of Collateral	23
	4.05.	Defense
    of Agent’s Interest	23
	4.06.	Financial
    Disclosure	25
	4.07.	Accounts	25
	4.08.	Exculpation
    of Liability	27
	4.09.	Financing
    Statements	27
	ARTICLE
    5 REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES	28
	5.01.	Corporate
    Existence and Power	28
	5.02.	Authorization;
    No Contravention	28
	5.03.	Governmental
    Authorization; Third Party Consents	28
	5.04.	Binding
    Effect	29
	5.05.	Litigation	29
	5.06.	Compliance
    with Laws	29
	5.07.	No
    Default or Breach	29
	5.08.	Subsidiaries	29
	5.09.	Capitalization	30
	5.10.	Private
    Offering	30
	5.11.	Broker’s,
    Finder’s or Similar Fees	30
	5.12.	Margin
    Requirements	30



 






    i 


     


    

 


	5.13.	Anti-Terrorism
    Laws	31
	5.14.	Trading
    with the Enemy	31
	5.15.	Acquisition
    Documents	31
	5.16.	Interest
    Rate Hedges and Other Hedging Agreements	31
	ARTICLE
    6 REPRESENTATIONS AND WARRANTIES OF THE LENDERS	32
	6.01.	Authorization;
    No Contravention	32
	6.02.	Binding
    Effect	32
	6.03.	No
    Legal Bar	32
	6.04.	Purchase
    for Own Account	32
	6.05.	Broker’s,
    Finder’s or Similar Fees	32
	6.06.	Governmental
    Authorization; Third Party Consent	33
	ARTICLE
    7 INDEMNIFICATION	33
	7.01.	Indemnification	33
	7.02.	Procedure;
    Notification	33
	7.03.	Survival	34
	ARTICLE
    8 AFFIRMATIVE COVENANTS	34
	8.01.	Financial
    Statements and Other Information	34
	8.02.	Preservation
    of Existence	39
	8.03.	Payment
    of Obligations	40
	8.04.	Compliance
    with Laws	40
	8.05.	Violations	40
	8.06.	Board
    Observer	41
	8.07.	Inspection	41
	8.08.	Payment
    of the Notes	41
	8.09.	Insurance	41
	8.10.	Books
    and Records	42
	8.11.	Use
    of Proceeds	42
	8.12.	Standards
    of Financial Statements	42
	8.13.	New
    Real Property	42
	8.14.	Deposit
    Accounts; Control Agreements; Cash Management Systems	43
	8.15.	Landlord
    Lien Waivers	44
	ARTICLE
    9 NEGATIVE COVENANTS	44
	9.01.	Fundamental
    Changes; Consolidations, Mergers and Acquisitions	44
	9.02.	Creation
    of Liens	45
	9.03.	Guarantees	45
	9.04.	Investments	45
	9.05.	Loans	45
	9.06.	Restricted
    Payments	45
	9.07.	Indebtedness	45
	9.08.	Nature
    of Business	46
	9.09.	Transactions
    with Affiliates	46
	9.10.	Leases	46



 






    ii 


     


    

 


	9.11.	Subsidiaries;
    Partnerships; Joint Ventures	47
	9.12.	Fiscal
    Year and Accounting Changes	47
	9.13.	Amendment
    of Organizational Documents	47
	9.14.	Limitation
    on Modifications of Indebtedness; Modifications of Certain Other Agreements; Etc.	47
	9.15.	Financial
    Covenants	47
	9.16.	Compliance
    with ERISA	48
	9.17.	Prepayment
    of Indebtedness	49
	9.18.	Anti-Terrorism
    Laws	49
	9.19.	Trading
    with the Enemy Act	49
	9.20.	Additional
    Negative Pledges	49
	ARTICLE
    10 PREPAYMENT	50
	10.01.	Optional
    Prepayment.	50
	10.02.	Scheduled
    Payments; Mandatory Prepayments.	50
	ARTICLE
    11 EVENTS OF DEFAULT; REMEDIES	51
	11.01.	Events
    of Default	51
	11.02.	Acceleration
    and Remedies	53
	11.03.	Application
    of Proceeds	54
	ARTICLE
    12 MISCELLANEOUS	54
	12.01.	Survival
    of Representations and Warranties	54
	12.02.	Notices	55
	12.03.	Successors
    and Assigns	56
	12.04.	Amendment
    and Waiver	56
	12.05.	Signatures;
    Counterparts	57
	12.06.	Headings	57
	12.07.	GOVERNING
    LAW	57
	12.08.	JURISDICTION;
    JURY TRIAL WAIVER	57
	12.09.	Severability	58
	12.10.	Rules
    of Construction	58
	12.11.	Entire
    Agreement	58
	12.12.	Certain
    Expenses	59
	12.13.	Publicity	59
	12.14.	Further
    Assurances	59
	12.15.	Obligations
    of the Lenders	59
	12.16.	No
    Strict Construction	59
	12.17.	Transfer
    of the Notes	60
	ARTICLE
    13 GUARANTEE	61
	13.01.	The
    Guarantee	61
	13.02.	Obligations
    Unconditional	61
	13.03.	Reinstatement	62
	13.04.	Subrogation	62
	13.05.	Remedies	62
	13.06.	Continuing
    Guarantee	63
	13.07.	General
    Limitation on Guarantors’ Obligations	63



 






    iii 


     


    

 


	ARTICLE
    14 REGARDING AGENT	63
	14.01.	Appointment	63
	14.02.	Nature
    of Duties	63
	14.03.	Lack
    of Reliance on Agent and Resignation	64
	14.04.	Certain
    Rights of Agent	65
	14.05.	Reliance	65
	14.06.	Notice
    of Default	65
	14.07.	Indemnification	65
	14.08.	Agent
    in its Individual Capacity	66
	14.09.	Delivery
    of Documents or Other Information	66
	14.10.	Credit
    Parties’ Undertaking to Agent	66
	14.11.	No
    Reliance on Agent’s Customer Identification Program	66
	14.12.	Other
    Agreements	66
	ARTICLE
    15 TAXES, YIELD PROTECTION AND ILLEGALITY	67
	15.01.	Taxes	67
	15.02.	Certificates
    of Lenders	68


 




    iv 


     


    

LIST
OF EXHIBITS AND SCHEDULES


 


Exhibits


 


	Exhibit
    A	Form
    of Promissory Notes
	Exhibit
    B	Compliance
    Certificate
	Exhibit
    C	Form
    of Borrower Pledge Agreement


 


Schedules


 





	Schedule 2.01 – Lender Schedule –Promissory Notes
	Schedule 4.04 – Collateral Exceptions
	Schedule 4.09 – Other Financing Statements
	Schedule 5.01 – Jurisdiction of Organization and Qualifications
	Schedule 5.05 – Litigation
	Schedule 5.08 – Subsidiaries
	Schedule 5.09 – Capitalization
	Schedule 5.11 – Brokers’ or Finders’ Fees
	Schedule 8.14 – Deposit Accounts, Credit Card Agreement
	Schedule 9.02 – Permitted Liens
	Schedule 9.04 – Investments
	Schedule 9.07 – Indebtedness







 




    v 


     


    

 


NOTE
PURCHASE AGREEMENT AND SECURITY AGREEMENT


 


NOTE
PURCHASE AGREEMENT AND SECURITY AGREEMENT, dated as of January 31, 2015, by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma
limited liability company, (the “Borrower”), each subsidiary of Borrower from time to time party hereto (the
“Guarantors”, and together with the Borrower, the “Credit Parties”), PRAESIDIAN CAPITAL
OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND
III-A, LP, a Delaware limited partnership (“Fund III-A”, and together with Fund III and each of their successors
and assigns, each a “Lender”, and collectively, the “Lenders”), and Fund III as agent for
the Lenders (in such capacity, the “Agent”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the terms of a Limited Liability Company Interest Purchase Agreement dated as of January 31, 2015 (the “BTC
Purchase Agreement”) CB Restaurants, Inc. has agreed to sell to Borrower all of its Equity Interests, as hereinafter
defined, in BT Concepts, LLC, an Oklahoma limited liability company (“BTC”);


 


WHEREAS,
subsidiaries of CB Restaurants, Inc. including BTC and its subsidiaries had guaranteed $21,348,011.55 principal amount of indebtedness
of CB Restaurants, Inc. to Lenders and, in connection with the BTC Purchase Agreement Lenders have agreed to release BTC and its
subsidiaries from such guarantee provided that Borrower assume $6,794,259.99 principal amount of such indebtedness as provided
in this Agreement and Borrower has agreed to assume such indebtedness and issue to Lenders its Senior Notes in the aggregate principal
amount of $6,794,259.99 (the “Notes”); as provided herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
1


DEFINITIONS


 


1.01.
Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have
the meanings indicated:


 


“Accountants”
shall have the meaning assigned to that term in Section 8.01(a).


 


“Acquisition
Agreement” shall mean the BTC Purchase Agreement, including all exhibits and schedules thereto.


 


“Acquisition
Documents” shall mean the Acquisition Agreement, and all agreements, documents and instruments delivered in connection
therewith to which a Credit Party is a party thereunder, including all exhibits and schedules thereto.


 






     


     


    

 


“Affiliate”
shall mean, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under common
control with, such Person, (b) directly or indirectly owning or holding five percent (5%) or more of any Equity Interests in such
Person, or (c) five percent (5%) or more of whose voting stock or other Equity Interests is directly or indirectly owned or held
by such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”,
“controlled by” and under “common control with”) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.


 


“Agent”
shall have the meaning set forth in the first paragraph of this Agreement, and shall include its successors and assigns.


 


“Agreement”
shall mean this Amended and Restated Note Purchase Agreement and Security Agreement, including the exhibits and schedules attached
hereto, as the same may be amended, restated, supplemented or modified in accordance with the terms hereof.


 


“Anti-Terrorism
Laws” shall mean any Applicable Laws relating to terrorism or money laundering, including Executive Order No. 13224,
the USA Patriot Act, the Applicable Laws comprising or implementing the Bank Secrecy Act, and the Applicable Laws administered
by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Applicable Laws may
from time to time be amended, renewed, extended, or replaced).


 


“Applicable
Law” shall mean all international, foreign, Federal, provincial, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.


 


“Authorized
Officer” shall mean any of the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer
or Controller of a Credit Party (or any other officer authorized by a Credit Party to perform all or any portion of the same or
similar functions of any of such enumerated officers, as applicable).


 


“Bank
Secrecy Act” shall mean 31 U.S.C. Sections 5311-5330, as the same has been, or shall hereafter be, extended, amended
or replaced.


 


“Board
of Directors” shall mean the board of directors of any corporation, board of managers of any limited liability company
or similar governing body of any other Person.


 


“Blocked
Person” shall mean (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224, (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to,
or is otherwise subject to the provisions of, Executive Order No. 13224, (iii) a Person with which any Lender is prohibited from
dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (iv) a Person that commits, threatens or conspires
to commit or supports “terrorism” as defined in Executive Order No. 13224, (v) a Person that is named as a “specially
designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control
at its official website or any replacement website or other replacement official publication of such list, or (vi) a Person who
is affiliated or associated with a person or entity listed above.


 






    2


     


    

 


“Borrower”
shall have the meaning set forth in the first paragraph of this Agreement, and shall include each Person which becomes a successor
or permitted assign of the Borrower.


 


“BTC”
shall have the meaning assigned to that term in the recitals to this Agreement.


 


“BTC
Purchase Agreement” shall have the meaning assigned to that term in the recitals to this Agreement.


 


““Borrower
Pledge Agreement” shall mean the Pledge Agreement, dated as of the Closing Date, by and among the Borrower, each Subsidiary
of the Borrower from time to time party thereto, and the Agent, substantially in the form of Exhibit C hereto, as may be
amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


“Business”
shall mean the business of owning and operating restaurants.”


 


“Business
Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law or executive order to close.


 


“Capital
Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements,
replacements, substitutions or additions thereto which have a useful life of more than one year, including the total principal
portion of Capital Lease Obligations, which, in accordance with GAAP, would be classified as capital expenditures.


 


“Capital
Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person
as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such
Person.


 


“Capital
Lease Obligations” shall mean any Indebtedness of the Credit Parties represented by obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with GAAP.


 






    3


     


    

 


“Cash
Equivalents” shall mean: (i) marketable direct obligations issued or unconditionally guaranteed by the United States
Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing
within one (1) year from the date of acquisition thereof; (ii) commercial paper maturing no more than one (1) year from the date
issued and, at the time of acquisition, having a rating of at least A-1 from Standard & Poor’s Ratings Group, a division
of McGraw-Hill, Inc., or a least P-1 from Moody’s Investors Service, Inc.; (iii) certificates of deposit or bankers’
acceptances maturing within one (1) year from the date of issuance thereof issued by, or overnight reverse repurchase agreements
from, any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia
having combined capital and surplus of not less than $500,000,000; (iv) time deposits maturing no more than thirty (30) days from
the date of creation thereof with commercial banks having membership in the Federal Deposit Insurance Corporation in amounts not
exceeding the lesser of $100,000 or the maximum amount of insurance applicable to the aggregate amount of the Credit Parties’
and their respective Subsidiaries’ deposits at such institution; and (v) deposits or investments in mutual or similar funds
offered or sponsored by brokerage or other companies having membership in the Securities Investor Protection Corporation in amounts
not exceeding the lesser of $100,000 or the maximum amount of insurance applicable to the aggregate amount of the Credit Parties’
and their respective Subsidiaries’ deposits at such institution. Notwithstanding the foregoing, Cash Equivalents does not
include and each Credit Party is prohibited from purchasing, purchasing participations in, entering into any type of swap or other
equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument,
including any corporate or municipal bond with a long-term nominal maturity for which the interest rate is reset through a dutch
auction and more commonly referred to as an auction rate security.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601
et seq.


 


“Change
in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.


 


“Change
of Control” shall mean (a) the Key Persons and their family members ceasing to own, directly or indirectly at least
90% of the Equity Interests of the Borrower which they own on the date hereof, or (b) the Key Persons, together with the
Lenders or their Affiliates, ceasing to control, by contract, ownership or otherwise, that percentage of the outstanding voting
Equity Interests of the Borrower necessary at all times to elect a majority of the Board of Directors of the Borrower and to direct
the management policies and decisions of the Borrower, free and clear of all Liens, rights, options, warrants or other similar
agreements or understandings, other than Liens in favor of the Agent securing the Senior Debt, other than as a result of the Lenders
or their Affiliates transferring voting interests of the Borrower, or(c) any merger, consolidation or sale of all or substantially
all of the property or assets of the Borrower or of one or more of the Borrower’s Subsidiaries that, individually or in
the aggregate, constitute a material part of the business, operations or assets of the Credit Parties taken as a whole, or (d) the
occurrence of any “Change of Control” (or similar term) under (and as defined in) any documents evidencing Indebtedness
subordinated to the Indebtedness existing pursuant to the Notes and this Agreement. For purposes of this definition “control”
means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.


 






    4


     


    

 


“CIP
Regulations” shall have the meaning assigned to that term in Section 14.11.


 


“Closing”
shall have the meaning assigned to that term in Section 2.03.


 


“Closing
Date” shall have the meaning assigned to that term in Section 2.03.


 


“Code”
shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified,
recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.


 


“Collateral”
shall mean and include all personal property and fixtures, whether now owned or hereafter created or acquired, and wherever located,
and consisting of (capitalized terms used in this definition shall have the meaning set forth in the UCC):


 


(a)
all Accounts;


 


(b)
all Equipment (other than motor vehicles);


 


(c)
all General Intangibles;


 


(d)
all Inventory;


 


(e)
all Investment Property;


 


(f)
all Deposit Accounts;


 


(g)
all Instruments;


 


(h)
all Chattel Paper and Electronic Chattel Paper;


 


(i)
all Letter of Credit Rights;


 


(j)
all Documents;


 


(k)
all Commercial Tort Claims;


 


(l)
all Goods;


 


(m)
all Software; and


 






    5


     


    

 


(n)
all right, title and interest in and to, whether now owned or hereafter acquired and wherever located, (i) its respective goods
and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any
of the Accounts; (ii) all rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including
stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all other rights and interests, including warranty
claims, relating to any goods; (iv) if and when obtained, all guarantees from and all real and personal property of third parties
in which such Person has been granted a lien or security interest as security for the payment or enforcement of Accounts; and
(v) all documents, instruments, and agreements supporting the foregoing or delivered in connection therewith;


 


(o)
all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software
(owned or in which it has an interest), computer programs, tapes, disks and documents relating to any other property constituting
part of the Collateral; and


 


(p)
all proceeds and products of the foregoing in whatever form, including, but not limited to: cash, deposit accounts (whether or
not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance),
negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent
domain proceeds, condemnation proceeds and tort claim proceeds.


 


Notwithstanding
the foregoing, none of the following items will be included within the Collateral: (a) assets if the granting of a security interest
in such asset would: (I) be prohibited by Applicable Laws (other than proceeds and receivables thereof, the assignment of which
is expressly deemed effective under the UCC notwithstanding such prohibition), or (II) be prohibited by contract (except to the
extent such prohibition is overridden by UCC Section 9-408) so long as such negative pledge is otherwise permitted under
clause (c) hereof, (b) any property and assets, the pledge of which would require governmental consent, approval, license
or authorization, unless and until such consent, approval, license or authorization shall have been obtained or waived, and (c)
assets in circumstances where the Lenders and the Borrower agree in writing that the cost, burden or consequence (including adverse
tax consequences) of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit
afforded thereby, it being understood that neither the Borrower or any subsidiary shall be required to provide any guarantee,
pledge or asset support arrangement that, in the reasonable judgment of the Borrower, would subject the Borrower to any adverse
tax consequence due to the application of Section 956 of the Code.


 


“Collections”
means all cash, checks, notes, instruments, and other items of payment.


 


“Commission”
shall mean the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.


 






    6


     


    

 


“Compliance
Certificate” shall have the meaning assigned to that term in Section 8.01(d).


 


“Consents”
shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental
Authorities and other third parties, domestic or foreign, necessary to carry on each Credit Party’s business or necessary
(including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization)
for the execution, delivery or performance of this Agreement or any of the Transaction Documents, including any Consents required
under all applicable federal, state or other Applicable Law.


 


“Consolidated
Basis” shall mean, with respect to the financial statements or other financial information of the Credit Parties, the
accounts and other items of the Credit Parties on a consolidated basis in accordance with GAAP applied on a basis consistent with
prior practices.


 


“Consolidating
Basis” shall mean, with respect to the financial statements or other financial information of the Credit Parties, the
accounts and other items of each of the Credit Parties on a consolidating basis in accordance with GAAP applied on a basis consistent
with prior practices.


 


“Cost
of Money” shall have the meaning defined in and calculated as provided in the SBA Regulations.


 


“Contingent
Obligation” shall mean, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person
with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that
such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders
of such liability will be protected (in whole or in part) against loss with respect thereto.


 


“Contractual
Obligations” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument or arrangement (whether in writing or otherwise) to which such
Person is a party or by which it or any of such Person’s property is bound.


 


“Control
Agreement” shall mean a tri-party deposit account, securities account or commodities account control agreement by and
among the applicable Credit Party, Agent and the depository, securities intermediary or commodities intermediary, each in form
and substance reasonably satisfactory in all respects to Agent and in any event providing to Agent “control” of such
deposit account, securities or commodities account within the meaning of Articles 8 and 9 of the UCC, as applicable, on a “springing”
dominion basis upon the occurrence and during the continuance of an Event of Default.


 






    7


     


    

 


“Controlled
Group” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control which are, together with any Credit Party, treated as a single employer under Section 414 of the Code.


 


“Credit
Parties” shall have the meaning set forth in the first paragraph of this Agreement, and shall include their respective
successors and assigns.


 


“Customer”
shall mean and include the account debtor with respect to any Account and/or the prospective purchaser of goods, services or both
with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other
arrangement with a Person, pursuant to which such Person is to deliver any personal property or perform any services.


 


“Default”
shall mean a condition, act or event that, after notice or lapse of time or both, would constitute an Event of Default if that
condition, act or event were not cured or removed within any applicable grace or cure period.


 


“Earnings
Before Interest and Taxes” shall mean for any period the sum of (i) net income (or loss) of the Credit Parties
on a Consolidated Basis for such period, excluding extraordinary gains and extraordinary losses, so long as any such exclusion
from the calculation of Earnings Before Interest and Taxes is made in accordance with GAAP (for the avoidance of doubt, management
fees actually paid by any Credit Party in such period shall be deducted in determining net income for such period), plus
(ii) to the extent deducted in the determination of net income (or loss) for such period, (A) all interest expense of the
Credit Parties on a Consolidated Basis for such period, including interest expense resulting from original issue discount, plus
(B) all charges against income of the Credit Parties on a Consolidated Basis for such period for federal, state and local
income taxes, plus (C) any non-cash expense associated with FASB No. 142 or FASB No. 144, plus (D) any non-cash
expenses associated with stock options and stock grants, plus (E) any non-cash expenses incurred in connection with the
early extinguishment of Indebtedness. In addition, the calculation of Earnings Before Interest and Taxes for any period shall
be adjusted to exclude (w) any aggregate net gain or loss arising from any permitted sale, conversion, exchange or other disposition
of capital assets made during such period, including (1) all non-current assets, and (2) without duplication, the following
assets, whether or not current: fixed assets, whether tangible or intangible, inventory sold in connection with the disposition
of fixed assets and all Equity Interests and other securities, (x) any net gain from the collection during such period of any
proceeds of life insurance policies, (y) any gain or loss (or other impact to the financial statements) arising from the repurchase
during such period of Equity Interests and (z) any non-cash income or expense realized during such period relating to an Interest
Rate Hedge or any Other Hedging Agreement.


 


“EBITDA”
shall mean for any period, the sum of (i) Earnings Before Interest and Taxes for such period, plus to the extent deducted
in the determination of net income (or loss) for such period (ii) depreciation expenses of the Credit Parties on a Consolidated
Basis for such period plus (iii) amortization expenses of the Credit Parties on a Consolidated Basis for such period, plus
(iii) non-recurring costs and expenses such as acquisition costs and pre-opening costs, as determined by Lenders.


 






    8


     


    

 


“Environmental
Laws” shall mean all present and future Applicable Laws, Requirements of Law, or Consents, relating to the protection
of human health and safety or the environment, including (a) all Applicable Laws, Requirements of Law, or Consents, pertaining
to reporting, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases
of hazardous materials, chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes whether
solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the presence, generation,
discharge, release, removal, manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling
of chemical substances, pollutants, emissions, contaminants, or hazardous, radioactive or toxic substances, materials, or wastes,
whether solid, liquid, or gaseous in nature; and (b) all Applicable Laws, Requirements of Law or Consents, pertaining to the protection
of the health and safety of employees or the public.


 


“Equity
Interests” of any Person shall mean any and all shares, rights to purchase, options, warrants, general, limited or limited
liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated)
equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other
“equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Commission under the Exchange Act).


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time and the rules and regulations
promulgated thereunder.


 


“Event
of Default” shall have the meaning assigned to such term in Section 11.01.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.


 


“Excluded
Taxes” shall mean, with respect to any Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (i) Taxes imposed on net income imposed by the jurisdiction in which the Lender is
organized or doing business by virtue of such Lender being organized or doing business in such jurisdiction and (ii) U.S.
withholding taxes unless such U.S. withholding taxes are imposed as a result of a Change in Law (including a change in interpretation
of existing law by a court or administrative agency) after the date of this Agreement.


 


“Executive
Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the
same has been, or shall hereafter be renewed, extended, amended or replaced.


 






    9


     


    

 


“Fixed
Charge Coverage Ratio” shall mean, with respect to any fiscal period of the Credit Parties, the ratio of (a) EBITDA
for such period, less Unfinanced Capital Expenditures of the Credit Parties on a Consolidated Basis during such period,
to (b) Senior Debt Payments made or scheduled to be made during such period, plus payments made by the Credit Parties during
such period on account of Capital Lease Obligations, plus all taxes (whether federal, local, state, income or otherwise)
actually paid by the Credit Parties on a Consolidated Basis during such period.


 


“Foreign
Lender” shall mean any Lender that is not a United States Person as defined in Section 7701(a)(30) of the Code.


 


“Funded
Debt” shall mean, with respect to the Credit Parties and their respective Subsidiaries, all Indebtedness for borrowed
money for which such Credit Party or such Subsidiary is obligated including the Senior Debt and all Capital Lease Obligations.


 


“GAAP”
shall mean generally accepted accounting principles in effect within the United States, consistently applied.


 


“Governmental
Authority” shall mean the government of any nation, state, city, locality or other political subdivision of any thereof,
any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
regulation or compliance, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise,
by any of the foregoing.


 


“Guarantor”
shall have the meaning set forth in the first paragraph of this Agreement and any other Person who may hereafter guarantee payment
or performance of the whole or any part of the obligations of the Borrower under the Notes and this Agreement and “Guarantors”
shall mean collectively all such Persons.


 


“Guaranty”
shall mean any guaranty of the obligations of the Borrower executed by a Guarantor in favor of Agent or Lenders.


 


“Hazardous
Materials” shall mean any chemical, pollutant, contaminant, pesticide, petroleum or petroleum product or byproduct,
radioactive substance, solid waste (hazardous or extremely hazardous), special, dangerous or toxic waste, hazardous or toxic substance,
chemical or material regulated, listed, referred to, limited or prohibited under any Environmental Law, including: (i) friable
or damaged asbestos, asbestos containing material, polychlorinated biphenyls (PCBs), solvents and waste oil; (ii) any “hazardous
substance” as defined under CERCLA or any Environmental Law; (iii) any hazardous waste defined under RCRA or any Environmental
Law; and (iv) even if not prohibited, listed, limited or regulated by an Environmental Law, all pollutants, contaminants, hazardous,
dangerous or toxic chemical, materials, wastes or any other substances, including any industrial process or pollution control
waste (whether or not hazardous within the meaning of RCRA) which could pose a hazard to the environment, or the health or safety
of any person or impair the use or value of any portion of the Real Property of the Credit Parties or their respective Subsidiaries.


 






    10


     


    

 


“Indebtedness”
shall mean, as to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, (ii) the maximum amount available to be drawn or paid under all letters of credit, bankers’
acceptances, bank guaranties, surety and appeal bonds and similar obligations issued for the account of such Person and all unpaid
drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety and
appeal bonds and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), or (vii)
of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed
by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such
indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined
in good faith by such Person), (iv) the aggregate amount of all Capital Lease Obligations of such Person, (v) all obligations
of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay
and similar obligations, (vi) all Contingent Obligations of such Person, and (vii) all obligations under any Interest Rate Hedges,
Other Hedging Agreements or under any similar type of agreement. Notwithstanding the foregoing, Indebtedness shall not include
trade payables, accrued expenses and deferred Tax and other credits incurred by any Person in the ordinary course of business.


 


“Indemnified
Party” shall have the meaning assigned to that term in Section 7.01.


 


“Indemnified
Taxes” shall mean Taxes other than Excluded Taxes or Other Taxes.


 


“Interest”
shall have the meaning assigned to that term in Section 2.05.


 


“Interest
Payment Date” shall have the meaning assigned to that term in Section 2.05.


 


“Interest
Rate” shall have the meaning assigned to that term in Section 2.05.


 


“Interest
Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap or similar agreements entered
into by any Credit Party solely to provide protection to, or minimize the impact upon, the Credit Parties of increasing floating
rates of interest applicable to Indebtedness.


 


“Investment”
shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of the Equity Interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or
a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the
value of such Investment.


 






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“Judgment”
shall mean any order, decision, decree, award or injunction of any Governmental Authority.


 


“Key
Persons” shall mean James M. Burke and Bradley L. Grow.


 


“Lender”
and “Lenders” shall have the meanings set forth in the first paragraph of this Agreement, and shall include
each Person which becomes a transferee, successor or assign of any Lender.


 


“Lending
Office” shall mean, with respect to any Lender, the office or offices of such Lender specified in Section hereto, or
such other office or offices of such Lender as it may notify the Borrower pursuant to Section 12.02 from time to time.


 


“Liabilities”
shall have the meaning assigned to that term in Section 7.01.


 


“License”
or “Licenses” shall mean any license, permit, directive, authorization, approval or stipulation required to
operate the Business at any location.


 


“Lien”
shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise),
charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted
in respect of any asset of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any
lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing
statement under the UCC or comparable law of any jurisdiction.


 


“Lien
Waiver Agreement” shall mean an agreement in the form of Exhibit F to the Original Note Purchase Agreement,
or otherwise reasonably satisfactory to Agent, which is executed in favor of Lenders by a Person who owns or occupies premises
at which any Collateral may be located from time to time and by which such Person shall waive any Lien that such Person may ever
have with respect to any of the Collateral and shall authorize Lenders from time to time to enter upon the premises to inspect
or remove the Collateral from such premises or to use such premises to store or dispose of such Collateral.


 


“Liquidity
Event” shall have the meaning assigned to that term in Section 10.02


 


“Litigation”
shall mean any action, proceeding, litigation, investigation, arbitration, mediation or claim.


 


“Margin
Stock” shall have the meaning assigned to that term in Regulation U of the Federal Reserve Board.


 






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“Material
Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the assets, properties,
operations, business, condition (financial or otherwise), or prospects of the Business, any Credit Party or any of its Subsidiaries,
or, (b) a material impairment of the ability of any Credit Party or any Affiliate of any Credit Party to perform under any Transaction
Document to which it is a party, or (c) a material adverse effect upon the legality, validity, binding effect, or enforceability
against each Credit Party of any Transaction Document to which it is a party.


 


“Maturity
Date” shall mean December 31, 2017.


 


“Modification”
shall mean, with respect to any agreement, instrument or other document, any amendment, supplement or modification of or to any
provision of such document, any waiver of any provision of such document, and any consent to any departure by any party from the
terms of any provision of such document.


 


“Mortgages”
shall mean the mortgage and deed of trust between any Credit Party and the Agent, in form and substance satisfactory to the Agent,
relating to the Real Property covered thereby, as amended, supplemented or otherwise modified from time to time.


 


“Multiemployer
Plan” shall mean a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of
the Code.


 


“Note
Register” shall have the meaning assigned to that term in Section 12.17(b).


 


“Notes”
shall have the respective meaning assigned to that term in the recitals to this Agreement.


 


“Obligations”
shall mean and include any and all loans (including the loans evidenced by the Notes), advances, debts, liabilities, obligations,
covenants and duties owing by Borrower to Lenders, or to any other direct or indirect subsidiary or affiliate of Lenders of any
kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrower whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding) arising under this Agreement and the other Transaction
Documents, absolute or contingent, joint or several, due or to become due, contractual or tortious, liquidated or unliquidated,
now existing or hereafter arising, including without limitation under any amendments, extensions, renewals or increases and all
costs and expenses of Lenders incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in
connection with any of the foregoing, including but not limited to attorneys’ fees and expenses owing under this Agreement
and the other Transaction Documents, and all obligations of Borrower to Lenders to perform acts or refrain from taking any action.


 






    13


     


    

 


“Organization
Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection
with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization
and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Other
Hedging Agreements” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other
similar agreements or arrangements designed to protect against fluctuations in currency or commodity values.


 


“Other
Taxes” shall mean all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or
similar levies arising from any payment made hereunder or under any other Transaction Document or from the execution or delivery
of this Agreement or any other Transaction Document.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA, or any successor agency or other
Governmental Authority succeeding to the functions thereof.


 


“Permitted
Liens” shall mean (a) Liens in favor of Agent, for its benefit and the ratable benefit of the Lenders, (b) Liens for
Taxes, assessments or other governmental charges not delinquent or being contested in good faith by appropriate proceedings diligently
conducted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained
by the Credit Parties and their Subsidiaries; provided, that no such Lien shall have any effect on the priority of the
Liens in favor of Agent for its benefit and for the ratable benefit of Lenders or the value of the assets on which Agent has such
a Lien and a stay of enforcement of any such Lien shall be in effect; (c) deposits or pledges to secure obligations under worker’s
compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders,
contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations
of like nature arising in the ordinary course of business; (e) Liens arising by virtue of the rendition, entry or issuance against
any Credit Party or any of its Subsidiaries, or any property of any such Person, of any judgment, writ, order or decree, provided
that such Liens are in existence for less than twenty (20) consecutive days after it first arises or are being contested in good
faith by appropriate proceedings diligently conducted which stay the enforcement of any Lien and for which adequate reserves in
accordance with GAAP are being maintained by the Credit Parties and their Subsidiaries; (f) mechanics’, workers’,
materialmen’s or other like Liens arising in the ordinary course of business with respect to obligations which are not due
or which are being contested in good faith by appropriate proceedings diligently conducted which stay the enforcement of any Lien
and for which adequate reserves in accordance with GAAP are being maintained by the Credit Parties and their Subsidiaries; (g)
Liens placed upon equipment or Real Estate hereafter acquired or leased to secure a portion of the purchase price or lease thereof,
provided that (A) any such lien shall not encumber any other property of the Credit Parties and (B) the aggregate amount
of Indebtedness incurred as a result of such purchases, during any fiscal year, shall not exceed the amount provided for in Section
9.15(c); (h) Liens disclosed on Schedule 9.02; and (i) non-exclusive licenses of intellectual property, and leases or subleases
of equipment or Real Property, in each case granted to third Persons in the ordinary course of business and which do not interfere
in any material respect with the operations of the business of the Credit Parties.


 






    14


     


    

 


“Person”
shall mean any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.


 


“Plan”
shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA, other than a Multiemployer Plan, maintained
for employees of the Credit Parties, or any member of the Controlled Group or any such Plan to which any Credit Party or any member
of the Controlled Group is required to contribute on behalf of any of its employees.


 


“Principal
Amount” shall mean, with respect to the Notes, the principal amount of such Notes outstanding at the applicable time.


 


“Properly
Contested” shall mean contested in good faith by appropriate proceedings diligently conducted which stay the enforcement
of any Lien and for which adequate reserves in accordance with GAAP are being maintained by the Credit Parties and their Subsidiaries;
provided, that no such Lien shall have any effect on the priority of the Liens in favor of Agent for its benefit and for
the ratable benefit of Lenders or the value of the assets on which Agent has such a Lien and a stay of enforcement of any such
Lien shall be in effect.


 


“Purchase
Money Indebtedness” shall mean and include (i) Indebtedness (other than the Indebtedness under the Notes) of any Credit
Party for the payment of all or any part of the purchase price of any equipment, (ii) any Indebtedness (other than the Indebtedness
under the Notes) of any Credit Party incurred at the time of or within thirty (30) days prior to or one hundred twenty (120) days
after the acquisition of any equipment for the purpose of financing all or any part of the purchase price thereof (whether by
means of a loan agreement, Capital Lease or otherwise), and (iii) any renewals, extensions or refinancings (but not any increases
in the principal amounts) thereof outstanding at the time.


 


“RCRA”
shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq., as same may be amended from time to
time.


 


“Real
Property” shall mean, with respect to each Credit Party, all of such Credit Party’s right, title and interest
in and to any owned or leased premises acquired by such Credit Party after the Original Closing Date.


 


“Reportable
Event” shall mean a reportable event described in Section 4043(b) of ERISA or the regulations promulgated thereunder.


 






    15


     


    

 


“Required
Lenders” shall mean Lenders holding greater than fifty percent (50%) of the outstanding principal amount of the Notes.


 


“Requirement
of Law” or “Requirements of Law” shall mean any requirement, direction, policy or procedure of any
Applicable Law or License, Judgment, or Consent.


 


“Restaurant”
shall mean a restaurant that is owned or operated by a Credit Party.


 


“Restricted
Payment” shall mean: (a) any dividend or other distribution, direct or indirect (whether in cash or property), on account
of any Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, except a dividend payable
solely in shares of that class of Equity Interest to the holders of that class and, provided that an Event of Default does not
exist, Permitted Tax Distributions; (b) any payment or prepayment of principal of, premium, if any, or interest on, or any redemption,
conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any Equity Interests of any Credit Party or any of its Subsidiaries now or hereafter outstanding, or the issuance
of a notice of an intention to do any of the foregoing (or setting aside any funds for any of the foregoing purposes); (c) any
payment or prepayment of interest on, principal of, premium, if any, redemption, conversion, exchange, purchase, retirement, defeasance,
sinking fund or similar payment with respect to, any Indebtedness subordinated to the Indebtedness existing pursuant to the Notes
and this Agreement, other than, as expressly permitted under the terms of the applicable subordination agreement to which Agent
and/or Lenders are a party; (d) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any Equity Interests of any Credit Party or any of its Subsidiaries now or hereafter outstanding;
(e) any director fee paid to any member of the Board of Directors of any Credit Party who is also an employee of any Credit Party;
or (f) any payment by any Credit Party of any management, consulting or similar fees to any Affiliate of any Credit Party, whether
pursuant to a management agreement or otherwise.


 


“SBA”
shall mean the Small Business Administration or any successor thereto.


 


“SBA
Regulations” shall mean the Small Business Investment Act of 1958, as amended, and the Regulations of SBA thereunder.


 


“SBA
Side Letter” shall mean that certain Small Business Side Letter, dated as of the Closing Date, by and between the Borrower
and Fund III. as amended, modified, or restated from time to time in accordance with the terms thereof.


 


“SBIC”
shall mean a small business investment company that is licensed by the SBA.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations
thereunder as the same shall be in effect at the time.


 






    16


     


    

 


“Senior
Debt” shall mean (i) the Indebtedness evidenced by the Notes and (ii) all Indebtedness that is senior to the Indebtedness
evidenced by the Notes.


 


“Senior
Debt Payments” shall mean and include all cash actually expended by any Credit Party or any of its Subsidiaries to make
(a) principal or interest payments on any Senior Debt, plus (b) payments of all fees, commissions and charges with respect
to the Senior Debt.


 


“Solvent”
shall mean, with respect to the Credit Parties and their Subsidiaries considered as a whole that (i) the assets and the property
of the Credit Parties and their Subsidiaries, considered as a whole, exceed the aggregate liabilities (including contingent and
unliquidated liabilities) of the Credit Parties and their Subsidiaries, considered as a whole, (ii) after giving effect to the
transactions contemplated by this Agreement and the other Transaction Documents, the Credit Parties and their Subsidiaries, considered
as a whole, will not be left with unreasonably small capital, and (iii) after giving effect to the transactions contemplated
by this Agreement, the Credit Parties and their Subsidiaries, considered as a whole, are able to both service and pay their liabilities
as they mature. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed
as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that is likely to
become an actual or matured liability.


 


“Subsidiary”
of a Person (the “parent”), shall mean a corporation, partnership, joint venture, limited liability company
or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or interests having such power only by reason of the happening
of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, by such parent. For
purposes of this definition, “controlled by” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of a Credit Party.


 


“Tax”
shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative
or add on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether
disputed or not.


 


“Tax
Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to
Taxes, including any schedule or attachment thereto, and including any amendment thereof.


 






    17


     


    

 


“Termination
Event” shall mean (i) a Reportable Event with respect to any Plan or Multiemployer Plan; (ii) the withdrawal of any
Credit Party or any member of the Controlled Group from a Plan or Multiemployer Plan during a plan year in which such entity was
a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate
a Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Plan or Multiemployer Plan; (v) any event or condition (a) which might constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (b) that may
result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete withdrawal within
the meaning of Sections 4203 and 4205 of ERISA, of any Credit Party or any member of the Controlled Group from a Multiemployer
Plan.


 


“Trading
with the Enemy Act” shall mean the foreign assets control regulations of the United States Treasury Department (31CFR,
Subtitle B, Chapter V, as amended) and any enabling legislation, regulations or executive order relating thereto.


 


“Transaction
Documents” shall mean collectively, this Agreement, the Notes, any Guaranty, the Borrower Pledge Agreement, the SBA
Side Letter, and a Management Rights Agreement, as each may be amended, modified, supplemented or restated from time to time in
accordance with the terms thereof.


 


“UCC”
shall have assigned to that term in Section 1.04 hereof.


 


“Unfinanced
Capital Expenditures” shall mean Capital Expenditures which are not financed under Capital Leases or other long term
Indebtedness.


 


“USA
Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or
replaced.


 


1.02.
Accounting Terms; Financial Statements. All accounting terms used herein and not expressly
defined in this Agreement shall have the respective meanings given to them in conformance with GAAP, as consistently applied to
the applicable Person. Financial statements and other information furnished after the date hereof pursuant to the Agreement or
the other Transaction Documents shall be prepared in accordance with GAAP as in effect at the time of such preparation, provided,
however, that if at any time any change in GAAP would affect the computation of any financial ratio or financial requirement
set forth in any Transaction Document, and the Borrower or the Agent shall so request, the Agent, the Lenders and the Credit Parties
shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change
in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and (ii) the Credit Parties shall provide to the Lenders financial statements and other documents
required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.


 






    18


     


    

 





1.03. Knowledge
of the Credit Parties. All references to the knowledge of any Credit Party or to facts known by any Credit Party shall
mean actual knowledge or notice of a senior officer of such Credit Party or of any of such Credit Party’s Subsidiaries or
any division of such Credit Party, as the case may be, or knowledge which such Person could reasonably have acquired through the
exercise of due inquiry.


 


1.04. UCC Terms.
All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “UCC”)
shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”,
“chattel paper”, “instruments”, “general intangibles”, “payment intangibles”, “supporting
obligations”, “securities”, “investment property”, “documents”, “deposit accounts”,
“software”, “letter of credit rights”, “inventory”, “equipment” and “fixtures”,
as and when used shall have the meanings given to such terms in Articles 8 or 9 of the UCC. To the extent the definition of any
category or type of Collateral is expanded by any amendment, modification or revision to the UCC, such expanded definition will
apply automatically as of the date of such amendment, modification or revision.


 


1.05. Certain Matters
of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein
in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments
of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements
to which Agent is a party, including references to any of the Transaction Documents, shall include any and all modifications or
amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time
in New York, New York. Whenever the words “including” or “include” shall be used, such words shall be understood
to mean “including, without limitation” or “include, without limitation”. A Default or Event of Default
shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to
the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default,
is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue”
or be “continuing” until such Event of Default has been waived in writing by the Required Lenders. Any Lien referred
to in this Agreement or any of the other Transaction Documents as having been created in favor of Agent, any agreement entered
into by Agent pursuant to this Agreement or any of the Transaction Documents, any payment made by or to or funds received by Agent
pursuant to or as contemplated by this Agreement or any of the Transaction Documents, or any act taken or omitted to be taken by
Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit
or account of Agent and Lenders. All covenants hereunder shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations
of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all
representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves
to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter
is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.


 






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ARTICLE 2


PURCHASE AND SALE OF THE NOTES


 


2.01. Issue of
Notes. Subject to the terms and conditions herein set forth, Borrower shall issue and sell to each Lender, and each Lender
shall acquire from the Borrower on the Closing Date the Notes, substantially in the form attached hereto as Exhibit A, appropriately
completed in conformity herewith, in the principal amounts set forth opposite such Lender’s name on Schedule 2.01(a) hereto.


 


2.02. Expenses.
Concurrently with the execution hereof, the Borrower shall reimburse all of the Lenders’ reasonable out-of-pocket expenses
(including fees, charges and disbursements of counsel and consultants) incurred in connection with (i) the negotiation and execution
and delivery of this Agreement and the Transaction Documents and the Lenders’ due diligence investigation and (ii) the transactions
contemplated by this Agreement and the Transaction Documents, which payments shall be made by wire transfer of immediately available
funds to an account or accounts designated by the Lenders.


 


2.03. Closing.
The purchase and issuance of the Notes shall take place at the closing (the “Closing”) to be held at the offices
of Morrison Cohen LLP, 909 Third Avenue, New York, New York 10022 at 10:00 a.m., New York time, on the date hereof (the “Closing
Date”). At the Closing, the Borrower shall deliver the Notes to the Lenders against delivery by the Lenders to the Borrower
of the Original Notes.


 


2.04. Financial
Accounting Positions; Tax Reporting. Each of the parties hereto agrees to take reporting and other positions with respect
to the Notes which are consistent with the purchase price of the Notes set forth herein for all financial accounting purposes,
unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent
with the purchase price of the Notes set forth herein provided that the Lenders have consented thereto, which consent shall not
be unreasonably withheld). If any position inconsistent with the purchase price of the Notes set forth herein is taken, the covenants
shall be adjusted to the extent necessary to eliminate any impact caused by such inconsistent position. Each of the parties to
this Agreement agrees to take reporting and other positions with respect to the Notes which are consistent with the purchase price
of the Notes set forth herein for all other purposes, including for all federal, state and local tax purposes, except as otherwise
required by Applicable Law.


 






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2.05. Interest.


 


(a) The Borrower
shall pay interest (“Interest”) on the Principal Amount of the Notes at the rate of ten and one-half percent
(10.5%) per annum (the “Interest Rate”). Interest on the Notes shall accrue from and including the date of issuance
through and until repayment of the Principal Amount of the Notes and payment of all Interest in full, and shall be computed on
the basis of a 360-day year of twelve 30-day months. Interest shall be paid monthly in arrears on the last day of each calendar
month of each year or, if any such date shall not be a Business Day, on the immediately preceding Business Day to occur prior to
such date (each date upon which Basic Interest shall be so payable, an “Interest Payment Date”), by wire transfer
of immediately available funds to an account at a bank designated in writing by each Lender. In the absence of any such written
designation, any such Interest payment shall be deemed made on the date a check in the applicable amount payable to the order of
each Lender is delivered to such Lender at its last address as reflected in the Note Register of the Borrower; if no such address
appears, then to such Lender in care of the last address in such Note Register of any predecessor holder of the Notes (or its predecessor).
All Interest accrued and unpaid through the Maturity Date shall be paid in full on the Maturity Date.


 


(b) Default
Interest. Notwithstanding the foregoing provisions of this Section 2.05, but subject to Applicable Law, any overdue principal
of and overdue Interest on the Notes shall bear interest, payable on demand in immediately available funds, for each day from the
date payment thereof was due to the date of actual payment, at a rate equal to the sum of (i) the Interest Rate and (ii) an additional
two percent (2%) per annum, and, upon and during the occurrence of an Event of Default, the Notes shall bear interest, from the
date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand in immediately
available funds, at a rate equal to the sum of (i) the Interest Rate, and (ii) an additional two percent (2%) per annum. Subject
to Applicable Law, any interest that shall accrue on overdue interest on the Notes as provided in the preceding sentence and shall
not have been paid in full on or before the next Interest Payment Date to occur after the date on which the overdue interest became
due and payable shall itself be deemed to be overdue interest to which the preceding sentence shall apply.


 


(c) No Usurious
Interest. In the event that any interest rate(s) or premiums provided for in this Section 2.05 or otherwise in this Agreement,
shall be determined to be unlawful, such interest rate(s) shall be computed at the highest rate permitted by Applicable Law. Any
payment by the Credit Parties of any interest amount in excess of that permitted by Applicable Law shall be considered a mistake,
with the excess being applied to the Principal Amount of the Notes without prepayment premium or penalty; if no such principal
amount is outstanding, such excess shall be returned to the Credit Parties.


 


(d) SBA
Cost of Money Limitation. The sum of (i) the Interest Rate paid by the Credit Parties to the Lenders and (ii) all other consideration
paid by the Credit Parties to the Lenders pursuant to the Notes and any other provision of this Agreement that constitutes Cost
of Money, shall not exceed, with respect to any Lender that is an SBIC, the ceiling for the Cost of Money that is applicable to
the Notes pursuant to SBA Regulations. Any payment to a Lender that is an SBIC of default interest pursuant to Section 2.05(c),
Mandatory Redemption Price or other consideration pursuant to this Agreement that results in the Cost of Money for the Notes being
in excess of the applicable ceiling for the Cost of Money for the Notes shall be considered an error and shall be returned to the
Credit Parties.


 


ARTICLE 3


CONDITIONS TO THE OBLIGATIONS
OF THE


LENDERS TO PURCHASE THE NOTES


 


3.01. Conditions.
The obligation of the Lenders to acquire the Notes and to perform any obligations hereunder shall be subject to the satisfaction
as determined by, or waiver by, the Lenders of the following conditions on or before the Closing Date; provided, however, that
any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant
or of any misrepresentation by the Credit Parties


 


(a) Representations
and Warranties. The representations and warranties of the Credit Parties contained in Article 5 hereof shall be true and correct
at and as of the date hereof and the Closing Date as if made at and as of such date, and the Agent shall have received at the Closing
a certificate to the foregoing effect, dated the Closing Date, and executed by an Authorized Officer of each Credit Party.


 


(b) Compliance
with this Agreement. The Credit Parties shall have performed and complied with all of their agreements and conditions set forth
or contemplated herein that are required to be performed or complied with by the Credit Parties on or before the Closing Date,
and the Agent shall have received at the Closing certificates to the foregoing effect, dated the Closing Date, and executed by
an Authorized Officer of each Credit Party.


 


(c) Transaction
Documents. The Agent shall have received duly executed Transaction Documents and true, complete and correct copies of such
agreements, schedules, exhibits, certificates, documents, financial information and filings as it may request in connection with
or relating to the transactions contemplated hereby, all in form and substance satisfactory to the Agent.


 


(d) Purchase
of Notes Permitted by Applicable Laws. The acquisition of and payment for the Notes to be acquired by the Lenders hereunder
and the consummation of the transactions contemplated hereby and by the Transaction Documents (a) shall not be prohibited by any
Requirement of Law, (b) shall not subject the Agent or any Lender to any penalty or other onerous condition under or pursuant to
any Requirement of Law, and (c) shall be permitted by all Requirements of Law to which the Agent or any Lender or the transactions
contemplated by or referred to herein or in the Transaction Documents are subject; and the Agent and each Lender shall have received
such certificates or other evidence as the Agent or such Lender may reasonably request to establish compliance with this condition.


 






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(e) Approval
of Counsel to the Lenders. All actions and proceedings hereunder and all agreements, schedules, exhibits, certificates, financial
information, filings and other documents required to be delivered by the Credit Parties and each of their respective Subsidiaries
hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall
have been in form and substance acceptable to Morrison Cohen LLP, counsel to the Agent and the Lenders, in its reasonable judgment.


 


(f) Consents
and Approvals. All Consents, exemptions, authorizations, or other actions by, or notices to, or filings with, Governmental
Authorities and other Persons in respect of all Requirements of Law and with respect to those Contractual Obligations of each Credit
Party and each of its Subsidiaries necessary, desirable, or required in connection with the execution, delivery or performance
(including the payment of interest on the Notes) by such Credit Party, or enforcement against such Credit Party of the Transaction
Documents to which it is a party, shall have been obtained and be in full force and effect, and the Agent shall have been furnished
with appropriate evidence thereof, and all waiting periods shall have lapsed without extension or the imposition of any conditions
or restrictions.


 


(g) No Material
Judgment or Order. There shall not be on the Closing Date any judgment or order of a court of competent jurisdiction or any
ruling of any Governmental Authority or any condition imposed under any Requirement of Law which, in the judgment of the Lenders,
would prohibit the purchase of the Notes hereunder or subject any Lender to any penalty or other onerous condition under or pursuant
to any Requirement of Law if the Notes were to be purchased hereunder.


 


(h) Good
Standing Certificates. Borrower shall have delivered to the Agent as of the Closing Date, good standing certificates for itself
for its jurisdictions of incorporation and all other jurisdictions where it is qualified to do business.


 


(i) No Litigation.
No Litigation shall have been commenced or threatened, and no investigation by any Governmental Authority shall have been commenced
or threatened: (i) seeking to restrain, prevent or change the transactions contemplated hereby or questioning the validity or legality
of any of such transactions, or (ii) which, if resolved adversely to any such Person, could reasonably be expected to have a Material
Adverse Effect.


 


(j) Acquisition.
Agent shall have received final executed copies of the Acquisition Documents, and all related agreements, documents and instruments
as in effect on the Closing Date all of which shall be satisfactory in form and substance to Agent and the transactions contemplated
by such documentation to be consummated prior to or concurrently with the Closing Date shall have been so consummated without waiver
of any conditions.


 






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(k) Insurance
Certificates. On the Closing Date, the Lenders shall have received evidence of insurance complying with the requirements of
Section 8.09 for the business and properties of the Credit Parties and their respective Subsidiaries.


 


(l) Ordinary
Course. The Credit Parties shall have conducted their business in the ordinary course of business, and the holders of the Equity
Interests of the Credit Parties shall have taken no actions to impair the value of the business of the Credit Parties.


 


(m) Transfer
Taxes. The Credit Parties shall pay all sales, use, transfer, real property transfer and other similar Taxes, if any, arising
out of or in connection with the transactions effected pursuant to this Agreement.


 


(n) SBA.
The Lenders shall have received all closing certificates, corporate documents, evidence of authorization, forms and information
required by the SBA, including without limitation SBA Forms 480 and 652, and other agreements, instruments and documents in respect
of any aspect or consequence of the transactions contemplated under this Agreement, the Acquisition Documents, and the other Transaction
Documents as the Lenders may reasonably request, all of which shall be in form and substance reasonably satisfactory to the Lenders.


 


ARTICLE 4


COLLATERAL; GENERAL TERMS


 


4.01. Security
Interest in the Collateral. To secure the prompt payment and performance of the Obligations, each Credit Party hereby grants
to Agent for its benefit and the benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral,
whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Credit Party shall provide Agent with
written notice of all commercial tort claims promptly following its determination that it has any such claim, such notice to contain
the case title (if any proceeding has been commenced thereon) together with the applicable court and a brief description of the
claim(s). Upon delivery of each such notice, each Credit Party shall be deemed to hereby grant to Agent for its benefit and the
benefit of each Lender a security interest and Lien in and to such commercial tort claim(s) and all proceeds thereof and execute
and deliver to Agent any further agreement or document requested by Agent to further evidence the grant of a security interest
in such claim.


 






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4.02. Perfection
of Security Interest. Each Credit Party shall take all action that may be reasonably necessary or desirable, or that Agent
may reasonably request, in order to maintain at all times the validity, perfection, enforceability and priority of Agent’s
security interest in and Lien on the Collateral or to enable Agent and Lenders to protect, exercise or enforce their rights hereunder
and in the Collateral, including, but not limited to (i) immediately discharging all Liens other than Permitted Encumbrances, (ii)
obtaining Lien Waiver Agreements in accordance with Section 8.15, (iii) delivering to Agent, endorsed or accompanied by such instruments
of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments,
letters of credit and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing,
lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and/or delivering financing statements,
control agreements, instruments of pledge, mortgages, notices, assignments and other documents, in each case in form and substance
reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s
security interest and Lien under the Uniform Commercial Code or other Applicable Law. Each Credit Party hereby authorizes the filing
of any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable
jurisdictions and with any filing offices as Agent may determine are necessary or advisable to perfect the security interest granted
to Agent for its benefit and the benefit of each Lender herein. Such financing statements may describe the Collateral in the same
manner as described herein or may contain an indication or a description of collateral that describes such property in any other
manner as Agent may determine is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral
granted to Agent for its benefit and the benefit of each Lender herein, including, without limitation, describing such property
as “all assets” or “all personal property, whether now owned or hereafter acquired.” All actual, out-of-pocket
charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be added
to the Obligations, or, at Agent’s option, shall be paid by each Credit Party to Agent immediately upon demand.


 


4.03. Safeguarding
Collateral. Each Credit Party will take commercially reasonable efforts at all times to safeguard, protect and preserve
all Collateral other than dispositions expressly permitted hereunder.


 


4.04. Ownership
of Collateral. With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest:
(i) except as set forth on Schedule 4.04, each Credit Party shall be the sole owner of and fully authorized and able to
sell, transfer, assign each Credit Party’s rights to, pledge and/or grant a first priority security interest and Lien in
each and every item of Collateral to Agent for its benefit and the benefit of each Lender; and, except for Permitted Encumbrances,
the Collateral shall be free and clear of all Liens or encumbrances whatsoever; (ii) each document and agreement executed by each
Credit Party or delivered to Agent and Lenders in connection with this Agreement shall be true and correct in all material respects;
and (iii) all signatures and endorsements of each Credit Party that appear on such documents and agreements shall be genuine and
each Credit Party shall have full capacity to execute same.


 


4.05. Defense of
Agent’s Interest. Until (a) full and indefeasible payment and performance of all of the Obligations and (b) termination
of this Agreement, Agent’s interest in the Collateral shall continue in full force and effect. Each Credit Party shall use
commercially reasonable efforts to defend Agent’s interest in the Collateral against any and all Persons whatsoever.


 






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4.06. Financial
Disclosure. Each Credit Party hereby irrevocably authorizes and directs all accountants and auditors employed by each Credit
Party at any time to exhibit and deliver to Agent copies of any of each Credit Party’s financial statements, trial balances
or other accounting records of any sort in the accountant’s or auditor’s possession (other than work papers and other
proprietary information of such accountants and auditors), and to disclose to Agent any information such accountants may have concerning
each Credit Party’s financial status and business operations. Each Credit Party hereby authorizes all Governmental Authorities
to furnish to Agent copies of material reports or examinations relating to each Credit Party; however, Agent will attempt to obtain
such information or materials directly from each Credit Party prior to obtaining such information or materials from such accountants
or Governmental Bodies.


 


4.07. Accounts.(a)
Nature of Accounts. Each of the Accounts of the Credit Parties is and shall be a bona fide and valid account representing
a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided
immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease
and delivery of goods upon stated terms of each Credit Party, or work, labor or services theretofore rendered by each Credit Party,
as applicable, as of the date each Account is created. The Customer’s obligation with respect thereto shall be due and owing
in accordance with each Credit Party’s standard terms of sale without dispute, setoff or counterclaim except as may be stated
on the accounts receivable schedules delivered by each Credit Party to Agent.


 


(b) Solvency
of Customers. Each Customer, to each Credit Party’s knowledge, as of the date each Account is created, is and will be
solvent and able to pay all Accounts on which the Customer is obligated in full when due or with respect to such Customers of each
Credit Party who are not solvent, each Credit Party has set up on its books and in its financial records bad debt reserves adequate
to cover such Accounts.


 


(c) Chief
Executive Offices. Unless at least ten (10) Business Days prior written notice is given to Agent by each Credit Party of any
other office at which each Credit Party keeps its records pertaining to Accounts, all such records shall be kept at the chief executive
offices of such Credit Party existing as of the Original Closing Date.


 


(d) Collection
of Accounts. Upon request of Agent at any time after the occurrence and during the continuance of an Event of Default, each
Credit Party will, at each Credit Party’s sole cost and expense but on Agent’s behalf and for Agent’s account,
collect all amounts owing on its Accounts, shall not commingle any collections with each Credit Party’s funds or use the
same except to pay Obligations, and shall deposit or cause to be deposited into a blocked account designated by Agent, all such
collections; and upon request Agent, shall deliver to Agent, in original form and on the date of receipt thereof all checks, drafts,
notes, money orders, acceptances, cash and other evidences of Indebtedness.


 






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(e) Verification
and Notification of Assignment of Accounts. Agent shall have the right, at any time upon the occurrence and during the continuance
of an Event of Default, to confirm and verify any and all Accounts by any manner and through any medium it considers advisable.
Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to send notice of the assignment
of, and Agent’s security interest in and Lien on, the Accounts to any and all Customers or any third party holding or otherwise
concerned with any of the Collateral. At all times during such period, Agent for its benefit and the benefit of each Lender shall
have the sole right to collect and commence legal proceedings to collect the Accounts, take possession of the Collateral, or both.
Agent’s actual, out-of-pocket collection expenses, including, but not limited to, stationery and postage, telephone, secretarial
and clerical expenses and the salaries of any collection personnel used for collection, may be added to the Obligations.


 


(f) Power
of Agent to Act on Each Credit Party’s Behalf. Each Credit Party hereby constitutes Agent or Agent’s designee as
each Credit Party’s attorney and agent with power to take each of the following actions (if an Event of Default shall have
occurred and be continuing, except those described in the following clause (iii) and (iv) which actions may be taken at any time
and from time to time): (i) to endorse each Credit Party’s name upon any notes, acceptances, checks, drafts, money orders
or other evidences of payment or Collateral; (ii) to sign each Credit Party’s name on any invoice or bill of lading relating
to any of the Accounts, drafts against Customers, assignments and verifications of Accounts; (iii) to send verifications of Accounts
to any Customer, (iv) to sign each Credit Party’s name on all financing statements or any other documents or instruments
deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file
same; (v) to demand payment of the Accounts; (vi) to enforce payment of the Accounts by legal proceedings or otherwise; (vii) to
exercise all of each Credit Party’s rights and remedies with respect to the collection of the Accounts and any other Collateral;
(viii) to settle, adjust, compromise, extend or renew the Accounts; (ix) to settle, adjust or compromise any legal proceedings
brought to collect Accounts; (x) to prepare, file and sign each Credit Party’s name on a proof of claim in bankruptcy or
similar document against any Customer; (xi) to prepare, file and sign each Credit Party’s name on any notice of Lien, assignment
or satisfaction of Lien or similar document in connection with the Accounts; (xii) to change the address for delivery of mail addressed
to each Credit Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to either of
them and (xiii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney and agent or designee
are hereby ratified and approved, and said attorney and agent or designee shall not be liable for any acts of omission or commission
nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power
being coupled with an interest is irrevocable while any of the Obligations remain unpaid.


 






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(g) No Liability.
Agent shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any
kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof, or
for any damage resulting therefrom except as a result of the gross negligence or willful misconduct of such Person. If an Event
of Default shall have occurred and be continuing, Agent may, without notice or consent from each Credit Party, sue upon or otherwise
collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Accounts or any other
securities, instruments or insurance applicable thereto and/or release any Credit Party thereof. If an Event of Default shall have
occurred and be continuing, Agent is authorized and empowered to accept the return of the goods represented by any of the Accounts,
without notice to or consent by each Credit Party, all without discharging or in any way affecting each Credit Party’s liability
hereunder.


 


(h) Adjustments.
Each Credit Party will not, without Agent’s consent, compromise or adjust any Accounts (or extend the time for payment thereof)
or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises,
adjustments, returns, discounts, credits and allowances as have been heretofore customary in the ordinary course of business of
each Credit Party.


 


4.08. Exculpation
of Liability. Nothing herein contained shall be construed to constitute Agent as agent of any Credit Party for any purpose
whatsoever, nor shall Agent be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of
the Collateral wherever the same may be located and regardless of the cause thereof. Agent, whether by anything herein or in any
assignment or otherwise, does not assume any of any Credit Party’s obligations under any contract or agreement assigned to
Agent, and Agent shall not be responsible in any way for the performance by any Credit Party of any of the terms and conditions
thereof.


 


4.09. Financing
Statements. Except with respect to (a) the financing statements described on Schedule 4.09, and (b) any financing
statement with respect to a Permitted Encumbrance, no financing statement covering any of the Collateral or any proceeds thereof
is on file in any public office.


 






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ARTICLE 5


REPRESENTATIONS AND WARRANTIES
OF THE CREDIT PARTIES


 


The Credit Parties, jointly
and severally, represent and warrant to each Lender that the following are, and after giving effect to the transactions contemplated
by the Transaction Documents and the Acquisition Documents will be, true, correct and complete:


 


5.01. Corporate
Existence and Power. Each Credit Party and each of its Subsidiaries: (a) is a corporation, limited liability company or
limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization; (b) has all requisite power and authority to own and operate its property, to lease the property it operates
as lessee and to conduct the business in which it is currently, or is currently proposed to be, engaged; (c) is duly qualified
as a foreign entity, licensed and in good standing under the laws of its state of organization and of each other jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent
that the failure to so qualify would not have a Material Adverse Effect; and (d) has the power and authority to execute, deliver
and perform its obligations under each Transaction Document to which it is or will be a party and to borrow hereunder. Schedule
5.01 contains a true, complete and correct list of each Credit Party’s and each of its Subsidiaries’ jurisdiction
of organization and each jurisdiction where it is qualified to do business as a foreign entity. As of the Original Closing Date,
none of the Credit Parties had conducted any business other than the ownership of Equity Interests of the other Credit Parties
and activities incidental to the transactions contemplated by the Transaction Documents and the Acquisition Documents.


 


5.02. Authorization;
No Contravention. The execution, delivery and performance by each Credit Party of this Agreement and each other Transaction
Document to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, including
the issuance of, or performance of the terms of, the Notes: (a) has been duly authorized by all necessary action (including, obtaining
approval of its stockholders, partners, general partners, members or other applicable equity owners, if necessary); (b) do not
and will not contravene the terms of the Organization Documents of such Credit Party or any of its Subsidiaries (or any other applicable
organizational or constituent documents), or any amendment thereof or any Requirement of Law applicable to such Person or such
Person’s assets, business or properties; (c) do not and will not (i) conflict with, contravene, result in any violation or
breach of or default under (with or without the giving of notice or the lapse of time or both), (ii) create in any other Person
a right or claim of termination or amendment of, or (iii) require modification, acceleration or cancellation of, any Contractual
Obligation of any Credit Party or any of its Subsidiaries; and (d) do not and will not result in the creation of any Lien (or obligation
to create a Lien) against any property, asset or business of any Credit Party or any of its Subsidiaries (other than Permitted
Liens).


 


5.03. Governmental
Authorization; Third Party Consents. Except for the requirements of applicable “blue sky” laws, no approval,
consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or
any other Person in respect of any Requirement of Law or Contractual Obligation, and no lapse of a waiting period under a Requirement
of Law or Contractual Obligation, is necessary or required in connection with the execution, delivery or performance by (including
the payment of interest on the Notes), or enforcement against, any Credit Party of the Transaction Documents to which it is a party
or the consummation of the transactions contemplated hereby or thereby.


 






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5.04. Binding Effect.
This Agreement has been, and each of the Transaction Documents to which any Credit Party will be a party will be, duly executed
and delivered by such Credit Party and this Agreement constitutes, and such Transaction Documents will constitute, the legal, valid
and binding obligation of such Credit Party enforceable against such Credit Party in accordance with their respective terms, except
as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity relating to enforceability.


 


5.05. Litigation.
Except as set forth on Schedule 5.05, there are no legal actions, suits, proceedings, claims or disputes pending or, to
the knowledge of any Credit Party, threatened, at law, in equity, in arbitration or before any Governmental Authority against or
affecting such Credit Party or any of its Subsidiaries that (a) purport to affect or pertain to this Agreement, any other Transaction
Document or any Acquisition Document, or any of the transactions contemplated hereby or thereby, or (b) could reasonably be expected
to result in equitable relief or in monetary judgments, individually or in the aggregate, in excess of $100,000. No injunction,
writ, temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or performance of the Transaction Documents.


 


5.06. Compliance
with Laws. Each Credit Party and each of its Subsidiaries is in compliance with all Requirements of Law.


 


5.07. No Default
or Breach. No event has occurred and is continuing or would result from the incurring of obligations by the Credit Parties
under the Transaction Documents which constitutes or, with the giving of notice or lapse of time or both, would constitute an Event
of Default. Neither any Credit Party nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation
in any material respect.


 


5.08. Subsidiaries.


 


(a) Schedule 5.08 sets forth a complete and accurate list of all of the Subsidiaries of each Credit Party as of the
Closing Date together with their respective jurisdictions of incorporation or organization. All of the outstanding Equity
Interests in, the Subsidiaries are validly issued, fully paid and non-assessable. Except as set forth on Schedule
5.08, as of the Closing Date, all of the outstanding Equity Interests in each of the Subsidiaries are owned by a Credit
Party or by a wholly-owned Subsidiary free and clear of any Liens. No Subsidiary has outstanding options, warrants,
subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Subsidiary to issue,
transfer or sell any securities of the Subsidiary.


 


(b) Except
for the Subsidiaries of the Credit Parties, no Credit Party owns of record or beneficially, directly or indirectly, (i) any Equity
Interests convertible into Equity Interests any other Person, and (ii) any Equity Interest in any limited liability company, partnership,
joint venture or other non-corporate business enterprises.


 






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5.09. Capitalization.


 


(a)
Schedule 5.09 sets forth, as the Closing Date (after giving effect to the transactions contemplated hereby), a true and
complete listing of each class of authorized Equity Interests of each Credit Party and its Subsidiaries, of which all of such issued
Equity Interests are validly issued, outstanding, and owned beneficially and of record by the Persons and in the amounts listed
on Schedule 5.09 as well as a list of all holders of warrants, options, rights and securities convertible into Equity Interests,
together with the number of Equity Interests to be issued upon the exercise or conversion of such warrants, options, rights and
convertible securities, all of which have been reserved for insurance. No Credit Party has any Equity Interests held in treasury.
All outstanding Equity Interests of the Borrower have been duly authorized by all necessary action. All outstanding Equity Interests
are validly issued, fully paid and non-assessable and shall be free and clear of all Liens and the issuance of the foregoing has
not been or will not be, as the case may be, subject to preemptive rights in favor of any Person and will not result in the issuance
of any additional Equity Interests of the Borrower or the triggering of any anti-dilution or similar rights contained in any options,
warrants, debentures or other securities or agreements of the Borrower.


 


(b) On the
Closing Date there will be no outstanding securities convertible into or exchangeable for the Equity Interests of any Credit Party
or any of its Subsidiaries or options, warrants or other rights to purchase or subscribe to the Equity Interests of any Credit
Party or any of its Subsidiaries or contracts, commitments, agreements, understandings or arrangements of any kind to which any
Credit Party or any of its Subsidiaries is a party relating to the issuance of any Equity Interests of any Credit Party or any
of its Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights.


 


5.10. Private Offering.
No form of general solicitation or general advertising was used by any Credit Party or any of its Subsidiaries, or their respective
representatives in connection with the offer or sale of the Notes. No registration of the Notes pursuant to the provisions of the
Securities Act or the state securities or “blue sky” laws will be required for the offer, sale or issuance of the Notes
pursuant to this Agreement. Each Credit Party agrees that neither it, nor anyone acting on its behalf, will offer or sell the Notes
or any other security so as to require the registration of the Notes pursuant to the provisions of the Securities Act or any state
securities or “blue sky” laws, unless such Notes are so registered.


 


5.11. Broker’s,
Finder’s or Similar Fees. Except as set forth on Schedule 5.11, there are no brokerage commissions, finder’s
fees or similar fees or commissions payable in connection with the transactions contemplated hereby based on any agreement, arrangement
or understanding with any Credit Party or any of its Subsidiaries, or any action taken by any such Person.


 


5.12. Margin Requirements.
No part of the proceeds from the sale of the Notes hereunder will be used to purchase or carry any Margin Stock or to extend credit
for the purpose of purchasing or carrying any Margin Stock. Neither the sale of the Notes nor the use of the proceeds thereof will
violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.


 






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5.13. Anti-Terrorism
Laws.


 


(a) General. Neither any Credit Party nor any Subsidiary or Affiliate of any Credit Party is in violation of
any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.


 


(b) Executive
Order No. 13224. Neither any Credit Party nor any Subsidiary or Affiliate of any Credit Party or their respective agents acting
or benefiting in any capacity in connection with the Notes or other transactions hereunder is a Blocked Person.


 


(c) Blocked
Person or Transactions. Neither any Credit Party nor to any Credit Party’s knowledge any of its Subsidiaries, Affiliates
or agents acting in any capacity in connection with the Notes or other transactions hereunder (i) conducts any business or engages
in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals
in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order
No. 13224.


 


5.14. Trading with
the Enemy. Neither any Credit Party nor any of its Subsidiaries has engaged, nor does any Credit Party or any of its Subsidiaries
intend to engage, in any business or activity prohibited by the Trading with the Enemy Act.


 


5.15. Acquisition
Documents. The Lenders have received true and complete copies of (including all schedules and exhibits delivered in connection
therewith), each Acquisition Document and all amendments to any of the Acquisition Documents and other side letters or agreements
affecting the terms thereof. None of the Acquisition Documents has been amended or supplemented, nor have any of the material provisions
thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All
of the transactions contemplated to occur under the Acquisition Documents on or before the Closing Date (the “Acquisition
Closing Transactions”) have been consummated pursuant to the terms thereof, no party to any of the Acquisition Documents
has waived the fulfillment of any material condition precedent set forth therein, without Agent’s written consent, and no
party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing
Transaction shall have been consummated in all material respects in accordance with all Requirements of Law. At the time of consummation
of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and
all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction
will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect
thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will
have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes
material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting
or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to or in furtherance
of the Acquisition Closing Transaction have been taken in all material respects in compliance with all Requirements of Law. As
of the Closing Date, all of the representations and warranties contained in the Acquisition Documents are true and correct.


 


5.16. Interest
Rate Hedges and Other Hedging Agreements. As of the Closing Date, neither any Credit Party nor any of their Subsidiaries
are a party to any Interest Rate Hedges or any Other Hedging Agreements.


 






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ARTICLE 6


REPRESENTATIONS AND WARRANTIES
OF THE LENDERS


 


Each Lender hereby, severally,
but not jointly, represents and warrants as to itself as follows:


 


6.01. Authorization;
No Contravention. The execution, delivery and performance by it of this Agreement: (a) is within its power and authority
and has been duly authorized by all necessary action; (b) does not contravene the terms of its organizational documents or any
amendment thereof; and (c) will not violate, conflict with or result in any breach or contravention of any of its Contractual Obligations,
or any order or decree directly relating to it.


 


6.02. Binding Effect.
This Agreement has been duly executed and delivered by it and this Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.


 


6.03. No Legal
Bar. The execution, delivery and performance of this Agreement by it will not violate any Requirement of Law applicable
to it.


 


6.04. Purchase
for Own Account. The Notes to be acquired by it pursuant to this Agreement are being or will be acquired for its own account
and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation
of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right
at all times to sell or otherwise dispose of all or any part of the Notes, in the case of a Lender under an effective registration
statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject,
nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide
to dispose of any of the Notes, such Lender understands and agrees that it may do so only in compliance with the Securities Act
and applicable state securities laws, as then in effect.


 






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6.05. Broker’s,
Finder’s or Similar Fees. Except as set forth in Section 2.02 and Schedule 5.11 hereof, there are no brokerage
commissions, finder’s fees or similar fees or commissions payable in connection with the transactions contemplated hereby
based on any agreement, arrangement or understanding with it or any action taken by it.


 


6.06. Governmental
Authorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person in respect of any Requirement of Law, and no lapse of
a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance
by it or enforcement against it of this Agreement or the transactions contemplated hereby.


 


ARTICLE 7


INDEMNIFICATION


 


7.01. Indemnification.
In addition to all other sums due hereunder or provided for in this Agreement, each Credit Party, jointly and severally, agrees
to indemnify and hold harmless Agent, each Lender and their respective Affiliates and each of their respective officers, directors,
agents, employees, Subsidiaries, partners, members, attorneys, accountants and controlling persons (each, an “Indemnified
Party”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including
reasonable fees, disbursements and other charges of counsel and costs of investigation incurred by an Indemnified Party in any
action or proceeding between any Credit Party or any of its Subsidiaries and such Indemnified Party (or Indemnified Parties) or
between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) or other liabilities, losses, or diminution
in value (collectively, “Liabilities”) resulting from or arising out of any breach of any representation or
warranty, covenant or agreement of any Credit Party in this Agreement, the Notes or any of the other Transaction Documents, including
the failure to make payment when due of amounts owing pursuant to this Agreement, the Notes, or any of the other Transaction Documents,
on the due date thereof (whether at the scheduled maturity, by acceleration or otherwise) or any legal, administrative or other
actions (including actions brought by the Agent, any Lender, any Credit Party, any of its Subsidiaries or any holders of equity
or indebtedness of any Credit Party or any of its Subsidiaries or derivative actions brought by any Person claiming through or
in the name of any Credit Party or any of its Subsidiaries, proceedings or investigations (whether formal or informal), or written
threats thereof, based upon, relating to or arising out of any of the Transaction Documents, the transactions contemplated thereby,
or any Indemnified Party’s role therein or in the transactions contemplated thereby; provided, however, that
neither any Credit Party nor any of its Subsidiaries shall be liable under this Section 7.01 to an Indemnified Party: (a) for any
amount paid by the Indemnified Party in settlement of claims by the Indemnified Party without such Credit Party’s consent
(which consent shall not be unreasonably withheld or delayed), (b) to the extent that it is judicially determined in a final non-appealable
judgment that such Liabilities resulted primarily from the willful misconduct or gross negligence of such Indemnified Party or
(c) to the extent that it is judicially determined in a final non-appealable judgment that such Liabilities resulted primarily
from the breach by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party
contained in this Agreement; provided, further, that if and to the extent that such indemnification is unenforceable
for any reason, the Credit Parties shall make the maximum contribution to the payment and satisfaction of such Liabilities which
shall be permissible under Applicable Laws. In connection with the obligation of the Credit Parties to indemnify for expenses as
set forth above, each Credit Party further agrees, upon presentation of appropriate invoices containing reasonable detail, to reimburse
each Indemnified Party for all such expenses (including fees, disbursements and other charges of counsel and costs of investigation
incurred by an Indemnified Party in any action or proceeding between any Credit Party (or any of its Subsidiaries) and such Indemnified
Party (or Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) as they
are incurred by such Indemnified Party; provided, however, that if an Indemnified Party is reimbursed hereunder for
any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities
in question resulted primarily from (i) the willful misconduct or gross negligence of such Indemnified Party or (ii) the breach
by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party contained in this
Agreement or any other Transaction Document.


 






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7.02. Procedure;
Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement
of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought
from the Credit Parties under this Article 7, notify the Credit Parties in writing of the commencement thereof. The omission of
any Indemnified Party so to notify the Credit Parties of any such action shall not relieve the Credit Parties from any liability
which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive
rights or defenses of the Credit Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified
Party and it shall notify the Credit Parties of the commencement thereof, the Credit Parties shall be entitled to assume the defense
thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided,
however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified
Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action,
claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably
likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit
Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified
Party, a conflict or potential conflict exists between the Credit Parties, on the one hand, and such Indemnified Party, on the
other hand, that would make such separate representation advisable; provided, however, that in no event shall the
Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction
in any one legal action or group of related legal actions. Each Credit Party agrees that it will not, without the prior written
consent of the Lenders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened
to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and
each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any
Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against
an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified
Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or
otherwise.


 


7.03. Survival.
The obligations of the Credit Parties under this Article 7 shall survive termination of this Agreement and the Transaction Documents
and payment in full of the Notes.


 


ARTICLE 8


AFFIRMATIVE COVENANTS


 


Until the payment in
full of all principal of and interest on the Notes and all other amounts due to the Agent and Lenders under this Agreement and
the other Transaction Documents, including all fees, expenses and amounts due in respect of indemnity obligations under Article
7, each Credit Party hereby covenants and agrees with the Agent and Lenders as set forth in this Article 8:


 


8.01. Financial
Statements and Other Information. Each Credit Party shall maintain, and cause each of its Subsidiaries to maintain, a system
of accounting established and administered in accordance with sound business practices to permit preparation of financial statements
in conformity with GAAP (it being understood that monthly financial statements are not required to have footnote disclosures).
The Credit Parties shall deliver to the Agent each of the financial statements and other reports described below:


 


(a) Annual
Financial Statements. Furnish Agent within one hundred twenty (120) days after the end of each fiscal year of the Credit Parties,
audited financial statements of the Credit Parties, including statements of income and stockholders’ equity and cash flow
from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal
year, all prepared on a Consolidated Basis and Consolidating Basis in reasonable detail and complete and correct in all material
respects and reported upon without qualification by an independent certified public accounting firm selected by the Credit Parties
and satisfactory to Agent (collectively, the “Accountants”).


 






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(b) Quarterly
Financial Statements. Furnish Agent within thirty (30) days after the end of each fiscal quarter, an unaudited balance sheet
of the Credit Parties and unaudited statements of income and stockholders’ equity and cash flow of the Credit Parties reflecting
results of operations from the beginning of the fiscal year (or the Closing Date, in the case of the first such financial statement
delivered after the Closing Date) to the end of such quarter and for such quarter, all prepared on a Consolidated Basis and Consolidating
Basis in reasonable detail and complete and correct in all material respects, subject to normal and recurring year-end adjustments
that individually and in the aggregate are not material to the Credit Parties’ business.


 


(c) Monthly
Financial Statements. Furnish Agent within thirty (30) days after the end of each month, an unaudited balance sheet of the
Credit Parties and unaudited statements of income and stockholders’ equity and cash flow of the Credit Parties reflecting
results of operations from the beginning of the fiscal year (or the Closing Date, in the case of the first such financial statement
delivered after the Closing Date) to the end of such month and for such month, all prepared on a Consolidated Basis and Consolidating
Basis in reasonable detail and complete and correct in all material respects, subject to normal and recurring year end adjustments
that individually and in the aggregate are not material to the Credit Parties’ business.


 


(d) Compliance
Certificate. Together with each delivery of financial statements of the Credit Parties and their Subsidiaries pursuant to Sections
8.01(a) and 8.01(b) above, the Borrower shall deliver or cause to be delivered a fully and properly completed compliance certificate
(in substantially the form attached hereto as Exhibit C (or in such other form or substance as shall be satisfactory to
Agent) and referred to as a “Compliance Certificate”) signed by the chief executive officer or chief financial
officer of the Borrower.


 


(e) Accountants’
Reports. Promptly upon receipt thereof, each Credit Party shall deliver copies of all significant reports submitted by the
Accountant in connection with each annual, interim or special audit or review of any type of the financial statements or related
internal control systems of the Credit Parties and their Subsidiaries made by the Accountant, including any comment letter submitted
by the Accountant to management in connection with its services.


 


(f) Management
Reports. Together with each delivery of financial statements of the Credit Parties and their Subsidiaries pursuant to Sections
8.01(a), 8.01(b) and 8.01(c), the Credit Parties will deliver a management report (i) describing the operations and financial condition
of the Credit Parties and their Subsidiaries for the month then ended and the portion of the current fiscal year then elapsed (or
for the fiscal year then ended in the case of year end financials), (ii) setting forth in comparative form the corresponding figures
for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the
current fiscal year delivered pursuant to subsection 8.01(g) discussing the reasons for any significant variations and (iii) a
written report summarizing all material variances from budgets submitted by the Credit Parties pursuant to Section 8.01(g) and
a discussion and analysis by management with respect to such variances, such discussion and analysis to be in such form and to
provide such detail and substance as Agent shall reasonably require. The information above shall be presented in reasonable detail
and shall be certified by the chief financial officer of each Credit Party to the effect that such information fairly presents
the results of operations and financial condition of the Credit Parties on a Consolidated Basis and Consolidating Basis as at the
dates and for the periods indicated.


 






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(g) Projections.
No earlier than sixty (60) days prior nor later than thirty (30) days prior to the end of each fiscal year beginning with the current
fiscal year, the Credit Parties shall prepare and deliver to Agent projections of the Credit Parties and their Subsidiaries for
the next succeeding fiscal year, on a month to month basis and for the following two (2) fiscal years on a quarter to quarter basis,
including a balance sheet as at the end of each relevant period and income statements and statements of cash flows for each relevant
period and for the period commencing at the beginning of the fiscal year and ending on the last day of such relevant period. Such
projections shall be prepared in good faith on the basis of sound financial planning practice consistent with past budgets and
financial statements and that such Authorized Officer has no reason to question the reasonableness of any material assumptions
on which such projections were prepared.


 


(h) SEC
Filings/Press Releases. Promptly after the same are (i) filed, copies of all financial statements and regular, periodic or
special reports which any Credit Party or Subsidiary may make to, or file with, the Securities and Exchange Commission or any successor
or similar Governmental Authority, (ii) sent, copies of all financial statements, management reports and reports related thereto
which any Credit Party or Subsidiary sends generally to its shareholders or other equity holders, and (iii) made available, all
press releases to the public concerning material developments in the business of any of the Credit Parties or any of their respective
Subsidiaries.


 


(i) Material
Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development
or circumstance due to which any financial statements or other reports furnished to Agent or the Lenders fail in any material respect
to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Credit Parties
as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for
two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Credit Party or Subsidiary to a
Tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Party or Subsidiary which permits the holders
of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $100,000, to accelerate
the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such
Indebtedness; and (e) any other development in the business or affairs of any Credit Party or Subsidiary which could reasonably
be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such
Subsidiary proposes to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any
change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the
functional equivalent thereof, and any officer holding a more senior title than vice president, or the functional equivalent thereof),
and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability
of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge
(excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment,
such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless
the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating
such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which
case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.


 






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(j) Litigation.
Promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any action, suit, proceeding, governmental
investigation or arbitration against or affecting any Credit Party or any Subsidiary or any property of any Credit Party or Subsidiary
not previously disclosed by the Credit Parties to the Agent or (ii) any material development in any action, suit, proceeding, governmental
investigation or arbitration at any time pending against or affecting any Credit Party or Subsidiary or any property or former
property of any Credit Party or Subsidiary which, in each case, could reasonably be expected to have a Material Adverse Effect,
the Credit Parties will promptly give notice thereof to the Agent and provide such other information as may be reasonably available
to it to enable the Agent, Lenders and their counsel to evaluate such matter.


 


(k) Subsidiaries.
Not less than fifteen (15) days prior to creating a Subsidiary or acquiring the Equity Interests in a Person, such that such Person
will become a Subsidiary, the applicable Credit Party shall notify the Agent of such Credit Party’s or of such Credit Party’s
Subsidiary’s intention to create such Subsidiary or acquire such Equity Interests, and following such notice such Subsidiary
will not be created or acquired until such Credit Party has caused each Subsidiary to execute a joinder to this Agreement, and
the other Transaction Documents and/or a Guaranty in form and substance satisfactory to the Agent and Lenders.


 


(l) Notice
of Corporate Changes. The Credit Parties shall provide prompt written notice to the Agent of (i) all jurisdictions in which
any Credit Party or any Subsidiary becomes qualified after the Closing Date to transact business, and (ii) any material change
after the Closing Date in the authorized and issued Equity Interests of any Credit Party or any Subsidiary or any other material
amendment to their applicable charter, by laws or other organizational documents, such notice, in each case, to identify the applicable
jurisdictions, capital structures or amendments, as applicable.


 






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(m) Notice
of Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to
any Credit Party or any Subsidiary by any Governmental Authority or any other Person that is material to the operation of any Credit
Party’s or Subsidiary’s business, (ii) any refusal by any Governmental Authority or any other Person to renew or extend
any such Consent, (iii) copies of any periodic or special reports filed by any Credit Party or Subsidiary with any Governmental
Authority or Person, if such reports indicate any material change, (iv) copies of any material notices and other communications
from any Governmental Authority or Person which specifically relate to any Credit Party or Subsidiary or the industry in which
they operate, and (v) the occurrence of any development or event which is reasonably likely to cause any Credit Party or Subsidiary
not to be in compliance with all federal, state and local laws relating to environmental protection and control and occupational
safety and health.


  


(n) ERISA
Notices and Requests. Furnish Agent with immediate written notice in the event that (i) any Credit Party or any member of the
Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing
such Termination Event and the action, if any, which such Credit Party or member of the Controlled Group has taken, is taking,
or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department
of Labor or PBGC with respect thereto, (ii) any Credit Party or any member of the Controlled Group knows or has reason to know
that a material non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together
with a written statement describing such transaction and the action which such Credit Party or member of the Controlled Group has
taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan
together with all communications received by any Credit Party or any member of the Controlled Group with respect to such request,
(iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions
to any Plan to which any Credit Party or any member of the Controlled Group was not previously contributing shall occur, (v) any
Credit Party or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to
have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Credit Party or any member of
the Controlled Group shall receive an unfavorable determination letter from the Internal Revenue Service regarding the qualification
of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Credit Party or any member of the
Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice;
(viii) any Credit Party or any member of the Controlled Group shall fail to make a required installment or any other required payment
under Section 412 of the Code on or before the due date for such installment or payment; (ix) any Credit Party or any member of
the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer
Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042
of ERISA to terminate a Multiemployer Plan. Without limiting any of the foregoing, each Credit Party shall provide the Agent with
copies of all of the final documentation related to any transactions whereby any Plan that is a deferred benefit plan is converted
into a Plan that is a defined contribution plan at least ten (10) days prior to the effectiveness of such documents and/or the
consummation of such transactions.


 






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(o) Environmental
Reports. Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 8.01(a), 8.01(b)
and 8.01(c) with a certificate signed by an Authorized Officer of each Credit Party stating that, to the best of such Authorized
Officer’s knowledge, each Credit Party and Subsidiary is in compliance in all material respects with all Environmental Laws.
To the extent any Credit Party or Subsidiary is not in compliance with the foregoing laws, the certificate shall set forth with
reasonable specificity all areas of non-compliance and the proposed action such Credit Party or Subsidiary will implement in order
to achieve full compliance.


 


(p) Other
Information. With reasonable promptness, each Credit Party shall deliver such other information and data with respect to such
Credit Party or any of its Subsidiaries as from time to time may be reasonably required by the Agent or any Lender, including,
without limitation and without the necessity of any request by the Agent or any Lender, (a) copies of all environmental audits
and reviews, (b) at least thirty (30) days prior thereto, notice of any Credit Party’s or such Subsidiary’s opening
of any new office or place of business or any Credit Party’s or such Subsidiary’s closing of any existing office or
place of business, and (c) promptly upon any Credit Party’s learning thereof, notice of any labor dispute to which any Credit
Party or such Subsidiary may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the
expiration of any labor contract to which any Credit Party or such Subsidiary is a party or by which any Credit Party or such Subsidiary
is bound. Promptly upon request therefor by the Agent or any Lender, the Credit Parties shall deliver such other business or financial
data, reports, appraisals and projections as the Agent or such Lender may reasonably request.


 


(q) Additional
Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably
request to carry out the purposes, terms or conditions of this Agreement.


 


8.02. Preservation
of Existence. Each Credit Party shall, and shall cause each of its Subsidiaries to:


 


(a) conduct
continuously and operate actively its business according to good business practices and maintain all of its properties useful or
necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed
of in each case in accordance with the terms of this Agreement), including all licenses, patents, copyrights, design rights, tradenames,
trade secrets and trademarks, in each case that are material to its business, and take all actions necessary to enforce and protect
the validity of any intellectual property right;


 






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(b) keep in
full force and effect its existence and comply in all material respects with Applicable Laws governing the conduct of its business
where the failure to do so could reasonably be expected to have a Material Adverse Effect; and


 


(c) except
as otherwise permitted herein, make all such reports and pay all such franchise and other taxes and license fees and do all such
other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws
of the United States or any political subdivision thereof.


 


8.03. Payment of
Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, pay and discharge as the same shall
become due and payable, all their respective obligations and liabilities, including:


 


(a) all Tax
liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless same are being Properly
Contested;


 


(b) all lawful
claims which any Credit Party or any of its Subsidiaries is obligated to pay, which are due and which, if unpaid, might by law
become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted
which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by the Credit
Parties and their Subsidiaries; and


 


(c) pay, discharge
or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade
payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so
could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly
Contested.


 


8.04. Compliance
with Laws. Each Credit Party shall comply, and shall cause each of its Subsidiaries to comply, in all material respects
with all Requirements of Law and with the directions of each Governmental Authority having jurisdiction over them or their respective
business or property including all Requirements of Law with respect to the sale of alcoholic beverages, wages, benefits and conditions
of employment of employees and all applicable Environmental Laws, including any requirements to clean up, remove, or remediate
Hazardous Materials at any location where necessary to protect human health or the environment.


 


8.05. Violations.
Each Credit Party shall promptly notify Agent in writing of any material violation of Applicable Law of any Governmental Authority,
applicable to such Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.


 






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8.06. Board Observer.
Each Credit Party shall give Agent notice of (in the same manner as notice is given to directors), and permit one person designated
by Agent to attend as an observer, all meetings of its Board of Directors and all executive and other committee meetings of its
Board of Directors and shall provide to Agent the same information concerning the Credit Parties and their Subsidiaries, and access
thereto, provided to members of the Credit Parties’ respective Board of Directors and such committees, as applicable. The
reasonable travel expenses incurred by any such designee of Agent in attending any board or committee meetings shall be reimbursed
by the Credit Parties, to the extent consistent with the Credit Parties’ then existing policy of reimbursing directors generally
for such expenses; provided, that the Credit Parties will not be required to permit a person designated by Agent to attend,
as an observer, any committee meeting of its Board of Directors or provide information to Agent as provided to such committees,
in each case to the extent necessary to protect attorney-client privilege or in the event the Board of Directors of the Credit
Parties reasonably determines that a conflict of interest may exist between Agent and the Credit Parties.


 


8.07. Inspection.
Each Credit Party will permit, and will cause each of its Subsidiaries to permit, representatives of the Agent to visit and inspect
any of their respective properties, to examine their respective corporate, financial and operating records and make copies thereof
or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers
and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably
requested, upon reasonable advance notice; provided, however, that no such inspection, examination or inquiry, the
failure to conduct same, nor any knowledge of the Agent, including any knowledge obtained by the Agent in connection with any such
inspection, investigation or inquiry, shall constitute a waiver of any rights the Agent and Lenders may have under any representation,
warranty, covenant, term or agreement under any of the Transaction Documents.


 


8.08. Payment of
the Notes. The Borrower shall pay the principal of, interest on and other amounts due in respect of, the Notes on the dates
and in the manner provided in the Notes and this Agreement.


 


8.09. Insurance.
Each Credit Party shall maintain or cause to be maintained, and shall cause its Subsidiaries to maintain or cause to be maintained,
in good repair, working order and condition all material properties used in their respective businesses and will make or cause
to be made, and shall cause its Subsidiaries to make or cause to be made, all appropriate repairs, renewals and replacements thereof.
Each Credit Party and its Subsidiaries will maintain or cause to be maintained with financially sound and reputable insurers that
have a rating of “A” or better as established by Best’s Rating Guide (or an equivalent rating with such other
publication of a similar nature as shall be in current use), public liability and property damage insurance with respect to their
respective businesses and properties against loss or damage of the kinds customarily carried or maintained by a company of established
reputation engaged in similar businesses and in amounts acceptable to Agent and will deliver evidence thereof to Agent. Without
limiting the foregoing, each Credit Party and its Subsidiaries will establish on the Closing Date and maintain at all times thereafter
(a) business interruption insurance in an amount satisfactory to the Agent, and (b) products liability insurance coverage for the
Credit Parties in amounts satisfactory to the Agent. All such insurance policies shall provide that they may not be canceled unless
the insurance carrier gives at least 30 days prior written notice of such cancellation to Agent. If any Credit Party fails to obtain
insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, upon notice to such Credit Party, may
obtain such insurance and pay the premium therefor on behalf of such Credit Party, and such expenses so paid shall be part of the
Obligations.


 






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8.10. Books and
Records. Each Credit Party shall keep, and shall cause each of its Subsidiaries to keep, proper books of record and account,
in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party
and each of its Subsidiaries in accordance with GAAP consistently applied to the Credit Parties and their Subsidiaries taken as
a whole.


 


8.11. Use of Proceeds.
No proceeds of the Notes will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock. Neither the sale of any Notes nor the use of the proceeds thereof will violate or be inconsistent with
the provisions of Regulation T, U, or X of the Board of Governors of the Federal Reserve System.


 


8.12. Standards
of Financial Statements. The Credit Parties shall cause all financial statements referred to in Sections 8.01(a), (b),
(c) and (h), as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim
financial statements, to normal year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail
and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting
accountants or officer, as the case may be, and disclosed therein).


 


8.13. New Real
Property. If any Credit Party acquires at any time or times hereafter any fee simple interest in real property, then within
ninety (90) days of the acquisition thereof such Credit Party shall execute and deliver to Agent, as additional security and Collateral
for the obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in form
and substance to Agent and its counsel (herein collectively referred to as “New Mortgages”) covering such real
property. The New Mortgages shall be duly recorded (at the Credit Parties’ expense) in each office where such recording is
required to constitute a valid lien on the real property covered thereby. In respect of any New Mortgage, Credit Parties shall
deliver to Agent, at Credit Parties’ expense, mortgagee title insurance policies issued by a title insurance company reasonably
satisfactory to Agent, which policies shall be in form and substance reasonably satisfactory to Agent and shall insure a valid
lien in favor of Agent on the property covered thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable
to Agent and its counsel. Credit Parties shall also deliver to Agent such other usual and customary documents, including ALTA surveys
of the real property described in the New Mortgages, as Agent and its counsel may reasonably request relating to the real property
subject to the New Mortgages.


 






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8.14. Deposit Accounts;
Control Agreements; Cash Management Systems.


 


(a) Deposit
Accounts. Each Credit Party shall (i) cause all Collections received from any Restaurant customers (or otherwise received at
any Restaurant) or otherwise received by such Credit Party to be deposited promptly (and in any event within one (1) Business Day
after receipt, into a deposit account maintained with a depositary bank reasonably satisfactory to Agent and (ii) to the extent
that any Credit Party maintains more than two (2) deposit accounts, cause all such Collections to be swept, no later than the second
Business Day after receipt thereof, into the Credit Parties' main deposit accounts as identified as such on Schedule 8.14.


 


(b) Account
Control Agreements. For each such deposit account that any Credit Party at any time maintains, such Credit Party shall, except
to the extent previously provided, no later than thirty (30) days following the Closing Date, cause, each such depositary bank
to enter into an agreement with Agent in form and substance reasonably satisfactory to Agent (an “Account Control Agreement”),
providing, among other things, that such depositary bank (i) shall comply without further consent of such Credit Party at all times
with written instructions from the Agent to such depositary bank directing the disposition of funds from time to time credited
to such deposit account and (ii) if so instructed by the Agent, shall forward all amounts in the applicable deposit account to
an account designated by the Agent. The Agent agrees that the Agent shall not give any instructions described in clause (i) and
(ii) above unless an Event of Default has occurred and is continuing. The provisions of Section 8.14(a) and (b) shall not apply
to (x) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments
to or for the benefit of Credit Parties' employees (y) deposit accounts with average daily balances of less than $50,000, in the
aggregate, at any time and (z) other accounts as the Agent and Credit Parties may agree.


 


(c) Securities
Account Control Agreements. For each securities account that any Credit Party at any time maintains, such Credit Party shall,
except to the extent previously provided, no later than thirty (30) days following the Closing Date, cause, each the applicable
securities intermediary or commodities intermediary to enter into an agreement with Agent in form and substance satisfactory to
Agent (a “Securities Account Control Agreement”), providing, among other things, that such Person shall comply,
in each case without further consent of such Credit Party, at any time with entitlement orders or other instructions from the Agent
to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value
distributed on account of any commodity contract as directed by the Agent to such commodity intermediary. The Agent agrees that
the Agent shall not give any such entitlement orders or instructions or directions to any such securities intermediary or commodity
intermediary unless an Event of Default has occurred and is continuing.


 






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(d) Credit
Card Agreements. For each account that any Credit Party at any time maintains for receipt of Collections through credit card
charges, such Credit Party shall, except to the extent previously provided, no later than sixty (60) days following the Closing
Date, cause, each applicable credit card processor to enter into an agreement with Agent in form and substance reasonably satisfactory
to Agent (a “Credit Card Agreement”), providing, among other things, that (i) each such credit card processor
shall, on a daily basis, transfer all proceeds of credit card charges for sales by such Credit Party received by it (or other amounts
payable by such credit card processor) into the deposit account identified as a “Credit Card Depositary Account” on
Schedule 8.14 (a “Credit Card Depositary Account”) and (ii) such Person shall comply, in each case without further
consent of such Credit Party, at any time with instructions from the Agent to such credit card processor as to such account and
the Collections received therein. No Credit Party may change any direction or designation set forth in the Credit Card Agreements
regarding payment of charges without the prior written consent of Agent, not to be unreasonably withheld. Without limiting the
foregoing or any other provision of this Agreement, in the event a Credit Card Agreement is not in effect with respect to any credit
card charge processing arrangement of any Credit Party, such Credit Party shall instruct such credit card charge processor to remit
all proceeds of credit card charges or sales processed by such processor to the applicable Credit Card Depository Accounts and
shall not rescind or alter such instruction without the prior written consent of Agent.


 


(e) Electronic
Access. Each Credit Party shall provide the Lenders with electronic access at all times to each of its and its Subsidiaries’
depositary, securities intermediary or commodities intermediary accounts so that the Lenders may monitor the activity in such accounts.


 


8.15. Landlord
Lien Waivers. Each Credit Party shall use its best efforts to obtain, within sixty (60) days following the Closing Date,
a Lien Waiver Agreement from the lessor of each parcel of real property leased by such Credit Party.


 


ARTICLE 9


NEGATIVE COVENANTS


 


Until the payment in
full of all principal of and interest on the Notes and all other amounts due to the Agent and Lenders under this Agreement and
the other Transaction Documents, including all fees, expenses and amounts due at such time in respect of indemnity obligations
under Article 7, each Credit Party covenants and agrees with the Agent and Lenders as set forth in this Article 9:


 


9.01. Fundamental
Changes; Consolidations, Mergers and Acquisitions. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries
to, directly or indirectly: (a) enter into any merger, consolidation or other reorganization with or into any other Person or acquire
all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or
merge with it, and (b) sell, lease, transfer or otherwise dispose of any of its properties or assets, except dispositions of inventory
in the ordinary course of business.


 






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9.02. Creation
of Liens. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create
or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted
Liens, including Liens disclosed on Schedule 9.02.


 


9.03. Guarantees.
No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly become liable upon the
obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except
for the endorsement of checks in the ordinary course of business. Notwithstanding any provision herein to the contrary, no Credit
Party shall guaranty the obligations of another Credit Party, other than the Obligations, without the prior written consent of
the Agent.


 


9.04. Investments.
No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly make any Investments,
except:


 


(a) investments
in Cash and Cash Equivalents;


 


(b) investments
existing on the Closing Date as set forth on Schedule 9.04 hereto;


 


(c) investments
in wholly-owned Subsidiaries of such Credit Party created or acquired after the Closing Date, to the extent permitted hereunder;


 


(d) loans permitted
by Section 9.05;


 


(e) investments
by the Credit Parties and their respective Subsidiaries in Capital Expenditures permitted to be made pursuant to Section 9.15(c).


 


9.05. Loans.
No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly make or have outstanding
advances, loans or extensions of credit to any Person, including any Subsidiary or Affiliate, except for the extension of commercial
trade credit in connection with the sale of inventory in the ordinary course of business.


 


9.06. Restricted
Payments. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly declare,
pay or make any Restricted Payments, unless consented to by Agent.


 


9.07. Indebtedness.
No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume
or suffer to exist any Indebtedness except:


 


(a) trade debt
incurred in the ordinary course of business;


 


(b) the Indebtedness
created under this Agreement;


 






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(c) Indebtedness
for Capital Expenditures permitted under Section 9.15(c), including Purchase Money Indebtedness and indebtedness incurred under
Capital Lease Obligations, in each case incurred in connection with such Capital Expenditures, in an aggregate amount not to exceed
$100,000 at any one time outstanding for all Credit Parties and their respective Subsidiaries;


 


(d) Indebtedness
disclosed on Schedule 9.07 and any extension, renewal or refinancing thereof; provided that in connection with any
such extension, renewal or refinancing: (i) the aggregate principal amount of such Indebtedness is not increased, (ii) the scheduled
maturity date of such Indebtedness is not shortened, (iii) the covenants or defaults are not materially more restrictive or more
onerous than analogous provisions in the documentation of such Indebtedness as in effect on the Original Closing Date;


 


(e) Indebtedness
under any Interest Rate Hedge or any Other Hedging Agreement reasonably acceptable to Agent; and


 


(f) guaranty
obligations permitted pursuant to Section 9.03 hereof.


 


9.08. Nature of
Business. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, substantially change the
nature of the business in which it is presently engaged, or except as specifically permitted hereby purchase or invest, directly
or indirectly, in any assets or property other than in the ordinary course of business and where such assets or property are useful
in, necessary for and are to be used in its business as presently conducted. Without limiting the foregoing, the Borrower will
not engage in any business activities other than (i) ownership of the Equity Interests of the other Credit Parties, (ii) activities
incidental to maintenance of its incorporation and corporate existence.


 


9.09. Transactions
with Affiliates. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly,
purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction
or deal with, any Affiliate, except for (i) transactions in the ordinary course of business, entered into on an arm’s-length
basis on fair and reasonable terms no less favorable than terms which would have been obtainable from a Person other than an Affiliate,
subject in any event to the approval of Agent, not to be unreasonably withheld; or (ii) the payment of customary and reasonable
directors’ fees to directors who are not employees of the Credit Parties or any Affiliate of the Credit Parties as well as
the payment of their reasonable out-of-pocket expenses incurred in performing their directorial duties and the payment of indemnities
owing to them as directors. On the date hereof, no Credit Party is a party to any management, consulting or similar agreement with
any Affiliate.


 


9.10. Leases.
No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly enter as lessee into
any lease arrangement for real or personal property (unless capitalized and permitted under Section 9.15(c) hereof) if after giving
effect thereto, aggregate annual rental payments for all leased property, whether real or personal, would exceed in any one fiscal
year in the aggregate for all Credit Parties and their respective Subsidiaries (i) for 2015, 16% of 2014 sales, net of sales taxes,
or (ii) for 2016 or any subsequent year, 10% of the prior year sales, net of sales taxes.


 






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9.11. Subsidiaries;
Partnerships; Joint Ventures. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, form
any Subsidiary (other than a Subsidiary, the formation of which shall have been consented to in advance in writing by the Required
Lenders), or enter into any partnership, joint venture or similar arrangement.


 


9.12. Fiscal Year
and Accounting Changes. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or
indirectly maintain a fiscal year other than a year ending on September 30, or make any change (i) in accounting treatment and
reporting practices except as required by GAAP or (ii) in Tax reporting treatment except as required by Applicable Law.


 


9.13. Amendment
of Organizational Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend,
modify or waive any material term or material provision of its Organizational Documents unless required by Applicable Law.


 


9.14. Limitation
on Modifications of Indebtedness; Modifications of Certain Other Agreements; Etc. No Credit Party shall, and no Credit
Party shall permit any of its Subsidiaries to, (i) amend or modify, or permit the amendment or modification of, any provision
of the Indebtedness described in Section 9.07 hereto or of any agreement (including any purchase agreement, indenture, loan agreement
or security agreement) relating thereto other than any amendments or modifications to such Indebtedness which do not in any way
adversely affect the interests of the Lenders and are otherwise permitted under Section 9.07, (ii) make (or give any notice in
respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment
or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness which is contractually subordinated
to the Notes, or (iii) amend or modify, or permit the amendment or modification of, any provision of the Acquisition Documents
other than any amendments or modifications to such Indebtedness which do not in any way adversely affect the interests of the
Lenders.


 


9.15. Financial
Covenants.


 


(a) Fixed
Charge Coverage. The Credit Parties shall maintain, and shall cause each of their respective Subsidiaries to maintain, a Fixed
Charge Coverage Ratio, as of and for each period of four consecutive fiscal quarters beginning with the four consecutive fiscal
quarter period ending March 31, 2016 of not less than 1.00:1.00.


 


(b) Unfinanced
Capital Expenditures. The Credit Parties shall not, and shall cause their respective Subsidiaries not to, contract for, purchase
or make any expenditure or commitments for Unfinanced Capital Expenditures in any fiscal year in an aggregate amount in excess
of $300,000.


 






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(c) Minimum
EBITDA. The Credit Parties shall not permit the sum of (i) EBITDA, measured as of the last day of each period of four consecutive
fiscal quarters as set forth below plus (ii) the aggregate fees actually paid in such period pursuant to the terms of any management
agreement or similar agreement with any Affiliate of the Credit Parties to be less than the amount for such period set forth below:


 





	Four Quarters Ending	 	Minimum EBITDA	 
	 	 	 	 
	March 31, 2015 
	 	$	300,000	 
	June 30, 2015 
	 	$	400,000	 
	September 30, 2015 
	 	$	500,000	 
	December 31, 2015 
	 	$	600,000	 
	March 31, 2016 
	 	$	700,000	 
	June 30, 2016 
	 	$	800,000	 
	September 30, 2016 
	 	$	800,000	 
	December 31, 2016 
	 	$	900,000	 
	March 31, 2017 
	 	$	1,000,000	 
	June 30, 2017 
	 	$	1,100,000	 
	September 30, 2017 
	 	$	1,100,000	 
	December 31, 2017	 	$	1,200,000	 








 


(d) Compliance
with the covenants in this Section 9.15 shall be determined on a Consolidated Basis in accordance with GAAP consistently applied,
unless explicitly stated otherwise.


 


9.16. Compliance
with ERISA. No Credit Party shall, nor shall any Credit Party permit any of its Subsidiaries, to (x) maintain, or permit
any member of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group
to become obligated to contribute, to any Plan, other than those Plans disclosed on Schedule 5.22, (ii) engage, or permit
any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in
section 406 of ERISA and Section 4975 of the Code; (iii) incur, or permit any member of the Controlled Group to incur, any “accumulated
funding deficiency”, as that term is defined in Section 302 of ERISA or Section 412 of the Code, (iv) terminate, or permit
any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Credit Party or
any member of the Controlled Group or the imposition of a lien on the property of any Credit Party or any member of the Controlled
Group pursuant to Section 4068 of ERISA, (v) assume, or permit any member of the Controlled Group to assume, any obligation to
contribute to any Multiemployer Plan not disclosed on Schedule 5.22, (vi) incur, or permit any member of the Controlled
Group to incur, any withdrawal liability to any Multiemployer Plan; (vii) fail promptly to notify Lenders of the occurrence of
any Termination Event, (viii) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements
of ERISA or the Code or other Applicable Laws in respect of any Plan , (ix) fail to meet, or permit any member of the Controlled
Group to fail to meet, all minimum funding requirements under ERISA or the Code or postpone or delay or allow any member of the
Controlled Group to postpone or delay any funding requirement with respect of any Plan.


 






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9.17. Prepayment
of Indebtedness. No Credit Party shall, nor shall any Credit Party permit any of its Subsidiaries to, at any time, directly
or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness
(other than to Lenders).


 


9.18. Anti-Terrorism
Laws. No Credit Party shall, nor shall any Credit Party permit any Affiliate or agent to: (a) conduct any business or engage
in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services
to or for the benefit of any Blocked Person, (b) deal in, or otherwise engage in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order No. 13224 and (c) engage in or conspire to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive
Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. Each Credit Party shall deliver to Agent any certification
or other evidence reasonably requested from time to time by Agent, in its sole discretion, confirming such Credit Party’s
compliance with this Section.


 


9.19. Trading with
the Enemy Act. No Credit Party shall nor shall any Credit Party permit any of its Subsidiaries to engage in any business
or activity in violation of the Trading with the Enemy Act.


 


9.20. Additional
Negative Pledges. No Credit Party shall, nor shall any Credit Party permit any of its Subsidiaries, to create or otherwise
cause or suffer to exist or become effective, directly or indirectly, (i) any prohibition or restriction (including any agreement
to provide equal and ratable security to any other Person) on the creation or existence of any Lien upon the assets of any Credit
Party or any of its Subsidiaries, other than Permitted Liens or (ii) any contractual obligation which may restrict or inhibit Agent’s
rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default.


 






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ARTICLE 10 


PREPAYMENT


 


10.01. Optional
Prepayment.


 


(a) The Borrower
may prepay the outstanding Principal Amount (together with accrued Interest) on the Notes without premium or penalty.


 


(b) The Borrower
shall give written notice of prepayment of the Notes pursuant to this Section 10.01 not less than 10 nor more than 60 days prior
to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the manner specified
in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Borrower, the Borrower
covenants and agrees that it will prepay, on the date therein fixed for prepayment, the Notes or the portion thereof so called
for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses
referred to in Section 10.01(a).


 


(c) Any optional
prepayment under this Section 10.01 shall include payment of accrued Interest on the Principal Amount of the Notes so prepaid and
shall be applied first to all costs, expenses and indemnities payable under this Agreement, then to payment of default interest,
if any, then to accrued but unpaid Interest, if any, and thereafter to the Principal Amount.


 


(d) Upon any
payment or prepayment of Notes pursuant to Section 10.01 or 10.02 the Principal Amount so paid or prepaid shall be allocated to
all Notes, at the time outstanding pro rata (based upon the proportion of the respective outstanding Principal Amount of the Notes)
until the Notes have been prepaid in full.


 


10.02. Scheduled
Payments; Mandatory Prepayments.


 


(a) Maturity.
The Principal Amount of the Notes shall be paid in full on the Maturity Date.


 


(b) Liquidity
Event. Upon the occurrence of a Liquidity Event (as hereinafter defined), the Borrower shall, prepay the outstanding Principal
Amount of all Notes together with Interest accrued and unpaid on the outstanding Principal Amount of the Notes so prepaid through
the date of such prepayment and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements
of counsel), if any, associated with such prepayment. For the purposes hereof, “Liquidity Event” means (i) the
occurrence of a Change of Control, or (ii) the liquidation, dissolution or winding up of any Credit Party or of one or more of
its Subsidiaries that, individually or in the aggregate, constitute a material part of the business, operations or assets of the
Credit Parties and all of their respective Subsidiaries, taken as a whole.


 






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(c) Notice.
The Borrower shall give written notice to the Agent of any mandatory prepayment pursuant to Section 10.02(b) at least five (5)
Business Days prior to the date of such prepayment. Such notice shall be given in the manner specified in Section 12.02 of this
Agreement.


 


ARTICLE 11


EVENTS OF DEFAULT; REMEDIES


 


11.01. Events of
Default. An “Event of Default” shall occur if:


 


(a) any Credit
Party shall default in the payment of the Principal Amount of the Notes, when and as the same shall become due and payable, whether
at maturity or at a date fixed for payment or prepayment or by acceleration or otherwise; or


 


(b) any Credit
Party shall default in the payment of any installment of Interest or any other amount due under this Agreement or the Notes (other
than as set forth in clause (a) of this Section 11.01) according to its terms, when and as the same shall become due and payable
and such default shall continue for a period of three days after the due date for the payment thereof; or


 


(c) any Credit
Party or any of its Subsidiaries shall default in the due observance or performance of any covenant to be observed or performed
pursuant to Sections 8.01, 8.02, 8.03, 8.08, 8.15 or Article 9 of this Agreement; or


 


(d) any Credit
Party or any of its Subsidiaries shall default in the due observance or performance of any other covenant, condition or agreement
on the part of such Credit Party or such Subsidiary to be observed or performed pursuant to the terms hereof or any of the Transaction
Documents (other than those referred to in clauses (a), (b) or (c) of this Section 11.01), and such default shall continue for
fifteen (15) days after the earliest of (A) if any Credit Party has knowledge of such default, the date such Credit Party is required
pursuant to the Transaction Documents or otherwise to give notice thereof to the Agent or Lenders (whether or not such notice is
actually given) or (B) the date of written notice thereof, specifying such default, shall have been given to the Credit Parties
by Agent or any Lender; or


 


(e) any representation,
warranty or certification made by or on behalf of any Credit Party or any of its Subsidiaries in this Agreement, the Notes, the
Transaction Documents or in any certificate or other document delivered pursuant hereto or thereto shall have been incorrect in
any material respect (without duplication of any materiality qualification therein) when made; or


 


(f) any event
or condition shall occur that results in the acceleration of the maturity of any Indebtedness of any Credit Party or any of its
Subsidiaries in an amount in excess of $50,000 for any Credit Party or its Subsidiaries or $100,000 for all Credit Parties and
their respective Subsidiaries, or any default shall occur by any Credit Party under any such Indebtedness which the Credit Parties
fail to cure within any applicable cure period; or


 






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(g) any uninsured
damage to or loss, theft or destruction of any assets of any Credit Party or any of its Subsidiaries shall occur that is in excess
of $50,000 in the aggregate for all Credit Parties and Subsidiaries; or


 


(h) an involuntary
proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief
in respect of any Credit Party or any of its Subsidiaries, or of a substantial part of any of their respective property or assets,
under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Credit Party or any of its Subsidiaries, or for a substantial part of any of their respective property or assets, or (C)
the winding up or liquidation of any Credit Party or any of its Subsidiaries; and such proceeding or petition shall continue undismissed
for sixty (60) days, or an order or decree approving or ordering any of the foregoing shall be entered; or


 


(i) any Credit
Party or any of its Subsidiaries shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title
11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership
or similar Applicable Law, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or the filing of any petition described in paragraph (h) of this Section 11.01, (C) apply for or consent to the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official, for a substantial part of its property or assets,
(D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general
assignment for the benefit of creditors, (F) become unable, admit in writing its inability or fail generally to pay its debts as
they become due, or (G) take any action for the purpose of effecting any of the foregoing; or


 


(j) one or
more judgments for the payment of money in an aggregate amount in excess of $50,000 shall be rendered against any Credit Party
or any of its Subsidiaries or in excess of $100,000 for all Credit Parties and their respective Subsidiaries (in either case, except
to the extent covered by insurance as to which the insurance company has acknowledged coverage) and the same shall remain undischarged
for a period of thirty (30) days during which execution shall not be effectively stayed, or any action shall be legally taken by
a judgment creditor to levy upon assets or properties of any Credit Party or any of its Subsidiaries to enforce any such judgment;
or


 


(k) any Credit
Party or any of its Subsidiaries shall commence legal action challenging the validity and binding effect of any provision of any
of the Transaction Documents or any of the Transaction Documents shall for any reason (except to the extent permitted by its express
terms) cease to be effective or, if in the case of the Transaction Documents intended to provide a Lien in favor of the Agent or
any Lender, fail to create a valid and perfected first priority Lien (except for Permitted Liens that by operation of law would
take priority) on, or security interest in, any of the Collateral purported to be covered; or


 






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(l) unless
otherwise waived or consented to by the Required Lenders in writing, the subordination provisions relating to any Indebtedness
subordinated to the Indebtedness pursuant to the Notes and the Agreement in excess of $50,000 in the aggregate for all subordinated
debt (collectively, the “Subordination Provisions”) shall fail to be enforceable by the Agent and the Lenders
in accordance with the terms thereof, or the monetary obligations pursuant to the Notes and this Agreement shall fail to constitute
“Senior Debt” (or similar term) referring to such obligations; or any Credit Party shall, directly or indirectly, disavow
or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, (ii) that the
Subordination Provisions exist for the benefit of the Agent and the Lenders or (iii) that all payments of principal of or premium
and interest on the such subordinated Indebtedness, or realized from the liquidation of any property of any Credit Party or Subsidiary,
shall be subject to any of such Subordination Provisions;


 


(m) the failure
of the Borrower to pay in full at the end of each month the Regular Dividend (as defined in the Certificate of Incorporation) of
the Borrower;


 


(n) the occurrence
of any event or condition that could reasonably be expected to have a Material Adverse Effect.


 


11.02. Acceleration
and Remedies. If an Event of Default occurs under Section 11.01(h) or (i), then the outstanding Principal Amount of and
all accrued Interest on the Notes shall automatically become immediately due and payable, without presentment, demand, protest
or notice of any kind, all of which are hereby expressly waived. If any other Event of Default occurs and is continuing, Agent
may, and at the request of the Required Lenders shall, by written notice to the Credit Parties, declare the Principal Amount of
and accrued Interest on the Notes to be immediately due and payable. Upon any such declaration, such Principal Amount and Interest
shall become immediately due and payable. The Required Lenders may rescind an acceleration and its consequences if all existing
Events of Default have been cured or waived, except nonpayment of principal or Interest that has become due solely because of the
acceleration, and if the rescission would not conflict with any judgment or decree. Any notice or rescission shall be given in
the manner specified in Section 12.02 hereof. Upon the occurrence of an Event of Default, Agent shall have the right to exercise
any and all rights and remedies provided for herein, under any of the other Transaction Documents, under the UCC and at law or
equity generally, including the right to foreclose the security interests granted and to realize upon any Collateral by any available
judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process.


 






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11.03. Application
of Proceeds. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the
continuance of an Event of Default, all amounts collected or received by the Agent on account of the Notes or any other amounts
outstanding under any of the Transaction Documents or in respect of the Collateral may, at Agent’s discretion, or shall,
at the direction of the Required Lenders, be paid over or delivered as follows:


 


(a) FIRST,
to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in
connection with enforcing its rights and the rights of the Lenders under this Agreement and the other Transaction Documents;


 


(b) SECOND,
to the payment of any fees owed to the Agent;


 


(c) THIRD,
to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders
to the extent owing to such Lender pursuant to the terms of this Agreement or the other Transaction Documents;


 


(d) FOURTH,
to the payment of all accrued fees and Interest which has not been included in the Principal Amount, in respect of the Notes, this
Agreement or the other Transaction Documents;


 


(e) FIFTH,
to the payment of the Principal Amount of the Notes;


 


(f) SIXTH,
to all other obligations which shall have become due and payable under the Transaction Documents or otherwise and not repaid pursuant
to clauses “FIRST” through “FIFTH” above; and


 


(g) SEVENTH,
the balance, if any, to whoever may be lawfully entitled to receive such surplus.


 


In carrying out the foregoing,
(i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding
category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion of the Principal
Amount of the Notes held by such Lender bears to the aggregate then outstanding Principal Amount of the Notes) of amounts available
to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.


 


ARTICLE 12


MISCELLANEOUS


 


12.01. Survival
of Representations and Warranties. All of the representations and warranties made herein shall survive the execution and
delivery of this Agreement, any investigation by or on behalf of the Agent or any Lender, acceptance of the Notes and payment therefore,
or termination of this Agreement.


 






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12.02. Notices.
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered
or certified first class mail, return receipt requested, facsimile (with receipt confirmed), electronic transmission (i.e.,
e-mail), courier service or personal delivery:


 


if to Agent or any Lender:


 


Praesidian Capital Opportunity Fund III, LP


419 Park Avenue South


New York, NY 10016


Facsimile: 212-520-2601


Attention: Jason D. Drattell


 


with a copy to:


 


Morrison Cohen LLP


909 Third Avenue


New York, NY 10022


Facsimile: 917-522-3168


Attention: Stephen I. Budow, Esq.


 


if to any Credit Party:


 


c/o Steak House Partners LLC


1101 W. Waterloo Road


Edmond, OK 73025


Facsimile: 866-531-0416


Attention: James M. Burke


 


with a copy to:


 


William C. Liedtke, Esq.


1101 W. Waterloo Road


Edmond, OK 73025


Facsimile: 866-531-0416


 


All such notices and
communications shall be deemed to be effective: (i) in the case of hand-delivery, when delivered; (ii) in the case of a facsimile
transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such notice
or communication receives confirmation of the delivery thereof from its own facsimile machine; (iii) in the case of electronic
transmission, when actually received; (iv) in the case of mail, five (5) Business Days after being deposited in the mail, postage
prepaid; or (v) if given by any other means (including by overnight courier), when actually received.


 






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12.03. Successors
and Assigns.


 


(a) This Agreement
shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable
securities laws, Agent and each Lender may assign any of its rights under any of the Transaction Documents to any Person, and any
holder of the Notes may assign, in whole or in part, the Notes to any Person. No Credit Party may assign any of their respective
rights, or delegate any of its obligations, under this Agreement or any of the other Transaction Documents without the prior written
consent of the Lenders, and any such purported assignment by any Credit Party without the written consent of the Lenders shall
be void and of no effect. Except as provided in Article 7, no Person other than the parties hereto and to the other Transaction
Documents and their successors and permitted assigns is intended to be a beneficiary of any of such Transaction Documents.


 


(b) Notwithstanding
any other provision of this Agreement or any Transaction Document to the contrary, Agent and any Lender may at any time create
a security interest in all or any portion of its rights under this Agreement, the Notes or any other Transaction Document, and
the Collateral.


 


(c) Notwithstanding
anything in this Agreement or any Transaction Document to the contrary, there shall be no limitation or restriction on (A) the
ability of any Lender or Agent to assign or otherwise transfer this Agreement, any Note, or any of the other Transaction Documents,
or any rights thereunder, to any of its Affiliates or (B) (x) the ability of any Lender or Agent to pledge, or otherwise grant
a security interest in, this Agreement, any Note, or any of the other Transaction Documents, or any of its rights thereunder, to
any lender or other funding or financing source of such Lender or Agent or (y) the assignment or other transfer in connection with
the realization of any such pledge or other security interest; provided, however, such Lender shall continue to be
liable as a “Lender” under this Agreement and the other Transaction Documents unless any such Affiliate, lender or
funding or financing source agrees to be bound by this Agreement and the other Transaction Documents.


 


12.04. Amendment
and Waiver.


 


(a) No failure
or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive
of any remedies that may be available to the parties hereto at law, in equity or otherwise.


 






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(b) Any Modification
of this Agreement, the Notes or any other Transaction Document shall be effective as to the Lenders (i) only if it is made or given
in writing and signed by each Credit Party and the Required Lenders, except that, without the written consent of the holder or
holders of all Notes at the time outstanding, no amendment to this Agreement or any other Transaction Document shall change the
maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any fee
payable with respect to, any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the
principal amount of the Notes required with respect to any amendment, supplement or modification, and (ii) only in the specific
instance and for the specific purpose for which made or given. No amendment, supplement or modification of or to any provision
of this Agreement or any of the other Transaction Documents, or any waiver of any such provision or consent to any departure by
any party from the terms of any such provision may be made orally. Except where notice is specifically required by this Agreement,
no notice to or demand on any Credit Party in any case shall entitle such Credit Party to any other or further notice or demand
in similar or other circumstances.


 


12.05. Signatures;
Counterparts. Facsimile or electronic transmissions of any executed original document and/or retransmission of any executed
facsimile or electronic transmission shall be deemed to be the same as the delivery of an executed original. At the request of
any party hereto, the other parties hereto shall confirm facsimile or electronic transmissions by executing duplicate original
documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


 


12.06. Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


12.07. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE.


 


12.08. JURISDICTION;
JURY TRIAL WAIVER.(a) EACH CREDIT PARTY HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTES OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN THE
COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY EXPRESSLY SUBMITS TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT
SUCH COURTS ARE AN INCONVENIENT FORUM. EACH CREDIT PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH
IN SECTION 12.02, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF AGENT,
ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.


 






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(b) EACH CREDIT
PARTY AND EACH OF ITS SUBSIDIARIES HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER TRANSACTION DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER
OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH CREDIT PARTY AND EACH OF ITS SUBSIDIARIES (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT EACH LENDER HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.


 


12.09. Severability.
If any one or more of the provisions contained in this Agreement, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal
or unenforceable shall substantially impair the benefits of the remaining provisions of this Agreement. The parties hereto further
agree to replace such invalid, illegal or unenforceable provisions of this Agreement with valid, legal and enforceable provisions
that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable
provisions.


 


12.10. Rules of
Construction. Unless the context otherwise requires, “or” is not exclusive.


 


12.11. Entire Agreement.
This Agreement, together with the exhibits and schedules hereto and the other Transaction Documents, is intended by the parties
as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits and schedules
hereto, and the other Transaction Documents supersede all prior agreements and understandings between the parties with respect
to such subject matter.


 






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12.12. Certain
Expenses. The Credit Parties will pay all expenses of the Agent and Lenders (including fees, charges and disbursements
of counsel) in connection with (i) any amendment, supplement, modification or waiver of or to any provision of this Agreement or
any of the other Transaction Documents or any documents relating thereto (including a response to a request by any Credit Party
for the Lenders’ consent to any action otherwise prohibited hereunder or thereunder), or consent to any departure from, the
terms of any provision of this Agreement or such other documents, (ii) all efforts made to enforce payment of the Notes, (iii)
instituting, maintaining, preserving, enforcing and foreclosing on Agent’s security interest in or Lien on any of the Collateral,
or maintaining, preserving or enforcing any of Agent’s or any Lender’s rights hereunder and under all related agreements,
documents and instruments, whether through judicial proceedings or otherwise, or (iv) defending or prosecuting any actions or proceedings
arising out of or relating to Agent’s or any Lender’s transactions with any Credit Party or (v) any advice given to
any Agent or any Lender with respect to its rights and obligations under this Agreement and all related agreements, documents and
instruments.


 


12.13. Publicity.
Except as may be required by Applicable Law, none of the parties hereto shall issue a publicity release or announcement or otherwise
make any public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other
parties hereto. If any announcement is required by law to be made by any party hereto, prior to making such announcement such party
will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.
Notwithstanding the foregoing, any Lender or any Affiliate of any Lender may (i) disclose a general description of transactions
arising under the Transaction Documents and the Acquisition Documents for advertising, marketing or other similar purposes, and
(ii) use any Credit Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing
or other similar purposes, and, in each case, may post such information on its website.


 


12.14. Further
Assurances. Each of the parties shall execute such documents and perform such further acts (including obtaining any consents,
exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental Authority
or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement, including
any post-closing assignment(s) by any Lender of a portion of the Notes to a Person not currently a party hereto.


 


12.15. Obligations
of the Lenders. The obligations of each Lender shall be several and not joint and no Lender shall be liable or responsible
for the acts or omissions of any other Lender.


 


12.16. No Strict
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other
Transaction Documents. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement
or any Transaction Document, this Agreement or such other Transaction Document shall be construed as if drafted jointly by the
parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement or any other Transaction Document. No knowledge of, or investigation, including due
diligence investigation, conducted by, or on behalf of, any Lender shall limit, modify or affect the representations set forth
in Article 5 of this Agreement or the right of any Lender to rely thereon.


 






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12.17. Transfer
of the Notes.


 


(a) The term
“Lender” as used herein shall include any transferee of any Note whose name has been recorded by the Borrower
in the Note Register. Each transferee of any Note acknowledges that the Notes have not been registered under the Securities Act,
and may be transferred only pursuant to an effective registration under the Securities Act or pursuant to an applicable exemption
from the registration requirements of the Securities Act.


 


(b) The Borrower
shall maintain a register (the “Note Register”) in its principal offices for the purpose of registering the
Notes and any transfer or partial transfer thereof, which register shall reflect and identify, at all times, the ownership of record
of any interest in the Notes or any interest therein. Upon the issuance of the Notes, the Borrower shall record the name and address
of the initial Lender of each Note in the Note Register as the first Lender. Upon surrender for registration of transfer or exchange
of any Note at the principal offices of the Borrower, the Borrower shall, at its expense, execute and deliver one or more new Notes
of like tenor and of denominations of at least $500,000 (except as may be necessary to reflect any principal amount not evenly
divisible by $500,000) of a like aggregate principal amount, registered in the name of the Lender or a transferee or transferees.
Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by written instrument
of transfer duly executed by the Lender of such Note or such Lender’s attorney duly authorized in writing.


 


(c) On receipt
by the Borrower of an affidavit of an authorized representative of any Lender stating the circumstances of the loss, theft, destruction
or mutilation of any Note (and in the case of any such mutilation, on surrender and cancellation of such Note), the Borrower, at
its expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor. If required by the Borrower, such Lender
must provide indemnity sufficient in the reasonable judgment of the Borrower to protect the Borrower from any loss which they may
suffer if a lost, stolen or destroyed Note is replaced.


 






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ARTICLE 13


GUARANTEE


 


13.01. The Guarantee.
The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and Agent and their
respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration,
demand, by acceleration or otherwise) of the Principal Amount of and Interest (including any interest, fees, costs or charges that
would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency petition under Title
11 of the United States Code) on the Notes and all other obligations from time to time owing to such Lender and Agent by the Borrower
under any Transaction Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively
called the “Guarantors’ Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower
shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantors’ Obligations,
the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guarantors’ Obligations, the same will be promptly paid in full when due (whether
at extended maturity, by acceleration or otherwise and after giving effect to any applicable notice or cure period) in accordance
with the terms of such extension or renewal.


 


13.02. Obligations
Unconditional. The obligations of the Guarantors under Section 13.01 shall constitute a guaranty of payment and not of
collection and, to the fullest extent permitted by Applicable Law, are absolute, irrevocable and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability of the Guarantors’ Obligations of the Borrower
under this Agreement, the Notes, or any other agreement or instrument referred to herein or therein, or any substitution, release
or exchange of any other guarantee of or security for any of the Guarantors’ Obligations and, irrespective of any other circumstance
whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment
in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantors hereunder, which shall remain absolute, irrevocable and unconditional
under any and all circumstances as described above:


 


(a) at any
time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guarantors’
Obligations shall be extended, or such performance or compliance shall be waived;


 


(b) any of
the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein
or therein shall be done or omitted;


 


(c) the maturity
of any of the Guarantors’ Obligations shall be accelerated, or any of the Guarantors’ Obligations shall be amended
in any respect, or any right under the Transaction Documents or any other agreement or instrument referred to herein or therein
shall be amended or waived in any respect or any other guarantee of any of the Guarantors’ Obligations or any security therefor
shall be released or exchanged in whole or in part or otherwise dealt with;


 


(d) any Lien
granted to, or in favor of, Agent, on behalf of the Lenders, as security for any of the Guarantors’ Obligations shall fail
to be perfected.


 






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The Guarantors hereby
expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Agent or
any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, or any other agreement
or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of
the Guarantors’ Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination
or accrual of any of the Guarantors’ Obligations and notice of or proof of reliance by upon this Guarantee or acceptance
of this Guarantee, and the Guarantors’ Obligations, and any of them, shall conclusively be deemed to have been created, contracted
or incurred in reliance upon this Guarantee, and all dealings between any Credit Party and any Lender or Agent shall likewise be
conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing,
absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guarantors’
Obligations at any time or from time to time held by any Lender or Agent, and the obligations and liabilities of the Guarantors
hereunder shall not be conditioned or contingent upon the pursuit by such Lender or any other person at any time of any right or
remedy against any Credit Party or against any other person which may be or become liable in respect of all or any part of the
Guarantors’ Obligations or against any collateral security or guarantee therefore or right of offset with respect thereto.
This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the
Guarantors and the successors and assigns thereof, and shall inure to the benefit of each Lender, Agent and their respective successors
and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guarantors’ Obligations
outstanding.


 


13.03. Reinstatement.
The obligations of the Guarantors under this Article 13 shall be automatically reinstated if and to the extent that for any reason
any payment by or on behalf of any Credit Party in respect of the Guarantors’ Obligations is rescinded or must be otherwise
restored by any holder of any of the Guarantors’ Obligations, whether as a result of any proceedings in bankruptcy or reorganization
or otherwise.


 


13.04. Subrogation.
Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guarantors’ Obligations
under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason
of any performance by it of its guarantee in Section 13.01, whether by subrogation or otherwise, against any Credit Party or any
security for any of the Guarantors’ Obligations.


 


13.05. Remedies.
The Guarantors jointly and severally agree that if the obligations of the Borrower under this Agreement and the Notes are declared
to be forthwith due and payable as provided in the Notes (or shall be deemed to have become automatically due and payable in the
circumstances provided in the Notes) for purposes of Section 13.01, notwithstanding any stay, injunction or other prohibition preventing
such declaration (or such obligations from becoming automatically due and payable) as against the Borrower such obligations (whether
or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 13.01.


 






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13.06. Continuing
Guarantee. The guarantee in this Article 13 is a continuing guarantee of payment, and shall apply to all Guarantors’
Obligations whenever arising.


 


13.07. General
Limitation on Guarantors’ Obligations. In any action or proceeding involving any state corporate, limited partnership
or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any Guarantor under Section 13.01 would otherwise be held or
determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of
the amount of its liability under Section 13.01, then, notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Guarantor, or any other Person, be automatically limited and reduced to the
highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action
or proceeding.


 


ARTICLE 14


REGARDING AGENT


 


14.01. Appointment.
Each Lender hereby designates Fund III to act as Agent for such Lender under this Agreement and the Transaction Documents. Each
Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Transaction
Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required
of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral,
payments of principal and interest, fees, charges and collections received pursuant to this Agreement, for itself and for the ratable
benefit of the Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters
not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion
or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders (or, if applicable pursuant to Section 12.04, the holders of 100% of
the Notes), and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which
exposes Agent to liability or which is contrary to this Agreement or the Transaction Documents or any Requirement of Law unless
Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.


 


14.02. Nature of
Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Transaction
Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted
by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any
recitals, statements, representations or warranties made by any Credit Party or any of its Subsidiaries or any officer of any of
any Credit Party or any of its Subsidiaries contained in this Agreement, or in any of the Transaction Documents or in any certificate,
report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement
or any of the Transaction Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency
of this Agreement, or any of the Transaction Documents or for any failure of any Credit Party or any of its Subsidiaries to perform
its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Transaction Documents, or
to inspect the properties, books or records of any Credit Party or any of its Subsidiaries. The duties of Agent as respects payments
or collections shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship
in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose
upon Agent any obligations in respect of this Agreement except as expressly set forth herein.


 






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14.03. Lack of
Reliance on Agent and Resignation.


 


(a) Independently
and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation
of the financial condition and affairs of the Credit Parties and their Subsidiaries in connection with the purchase of any Notes
hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness
of the Credit Parties. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into its possession before the purchase of any Notes
or at any time or times thereafter except as shall be provided by the Credit Parties pursuant to the terms hereof. Agent shall
not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement,
document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability,
collectability or sufficiency of this Agreement or any Transaction Document, or of the financial condition of the Credit Parties
and their Subsidiaries, or be required to make any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement, the Notes, the Transaction Documents or the financial condition of the Credit Parties
and their Subsidiaries, or the existence of any Event of Default or any Default.


 


(b) Agent may
resign on thirty (30) days’ written notice to each Lender and upon such resignation, the Required Lenders will promptly designate
a successor Agent reasonably satisfactory to the Credit Parties (provided that the consent of the Credit Parties shall not be required
after the occurrence and during the continuance of an Event of Default).


 


(c) Any such
successor Agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor
agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without
any other or further act or deed on the part of such former Agent. After any Agent’s resignation as Agent, the provisions
of this Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this
Agreement.


 






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14.04. Certain
Rights of Agent. If Agent shall request instructions from the Lenders with respect to any act or action (including failure
to act) in connection with this Agreement or any Transaction Document, Agent shall be entitled to refrain from such act or taking
such action unless and until Agent shall have received instructions from the Lenders; and Agent shall not incur liability to any
Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against
Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.


 


14.05. Reliance.
Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, order or Transaction Document or telephone message believed by it
to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal
matters pertaining to this Agreement and the Transaction Documents and its duties hereunder, upon advice of counsel selected by
it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact
selected by Agent with reasonable care.


 


14.06. Notice of
Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder
or under the Transaction Documents, unless Agent has received notice from a Lender or a Credit Party referring to this Agreement
or the Transaction Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that Agent receives such a notice, Agent shall give notice thereof to each Lender. Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless
and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.


 


14.07. Indemnification.
To the extent Agent is not reimbursed and indemnified by the Credit Parties and their Subsidiaries, each Lender will reimburse
and indemnify Agent in proportion to its respective portion of the Notes, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising
out of this Agreement or any Transaction Document; provided that, no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s
gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable
judgment). The obligations of the Lenders under this Section 14.07 shall survive termination of this Agreement and the Transaction
Documents and payment in full of the Notes.


 






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14.08. Agent in
its Individual Capacity. With respect to the obligation of Agent to purchase Notes under this Agreement, the Notes purchased
by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent
specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates,
include Agent in its individual capacity as a Lender. Agent may engage in business with any Credit Party as if it were not performing
the duties specified herein.


 


14.09. Delivery
of Documents or Other Information. To the extent Agent receives financial statements or other information required under
this Agreement from the Credit Parties pursuant to the terms of this Agreement which the Credit Parties are not obligated to deliver
to the Lenders, Agent will promptly furnish such documents and information to the Lenders.


 


14.10. Credit Parties’
Undertaking to Agent. Without prejudice to its respective obligations to each Lender under the other provisions of this
Agreement, each Credit Party undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due
and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid.
Any payment made pursuant to any such demand shall pro tanto satisfy such Credit Party’s obligations to make payments for
the account of Lenders or the relevant one or more of them pursuant to this Agreement.


 


14.11. No Reliance
on Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any
of its Affiliates, participants or assignees, may rely on the Agent to carry out such Lender’s, Affiliate’s, participant’s
or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT
Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
“CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with any Credit Party, its Affiliates or its agents, this Agreement, the Transaction Documents or
the transactions hereunder or contemplated hereby: (1) any identity verification procedures, (2) any record-keeping, (3) comparisons
with government lists, (4) customer notices or (5) other procedures required under the CIP Regulations or such other laws.


 


14.12. Other Agreements.
Each Lender hereby specifically authorizes and directs Agent to enter into each of the Transaction Documents on behalf of such
Lender. Each Lender agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully
entitled to do so, upon the request of Agent, set off against the obligations of the Credit Parties and their Subsidiaries to Agent
and Lenders under the Agreement and Transaction Documents, any amounts owing by such Lender to the Credit Parties or any of their
Subsidiaries. Anything in this Agreement to the contrary notwithstanding, each Lender further agrees that it shall not take any
action to protect or enforce its rights arising out of this Agreement or the Transaction Documents, it being the intent of each
Lender that any such action to protect or enforce rights under this Agreement and the Transaction Documents shall be taken by Agent
at the direction of Required Lenders.


 






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ARTICLE 15 


TAXES, YIELD PROTECTION AND
ILLEGALITY


 


15.01. Taxes.


 


(a)
Any and all payments by or on account of any obligation of each Credit Party hereunder or under any other Transaction
Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,
provided that if any Credit Party shall be required by Applicable Law to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for
Indemnified Taxes or Other Taxes (including deductions applicable to additional sums payable under this Section) Lenders and
Agent receive an amount equal to the sum they would have received had no such deductions for Indemnified Taxes or Other Taxes
been made, (ii) such Credit Party shall make such deductions and (iii) such Credit Party shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with Applicable Law.


 


(b) Without
limiting the provisions of paragraph (a) above, each Credit Party shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with Applicable Law.


 


(c) Each Credit
Party shall jointly and severally indemnify each Lender and Agent, within thirty (30) days after written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) paid by such Lender or Agent and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Credit Party
by a Lender or Agent shall be conclusive absent manifest error.


 


(d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by a Credit Party to a Governmental Authority, such Credit
Party shall deliver to Lenders and Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.


 






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(e) Any Foreign
Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the United States, or any treaty
to which such jurisdiction is a party, with respect to payments by a Credit Party under this Agreement or under any other Transaction
Document shall deliver to such Credit Party, at the time or times prescribed by Applicable Law or reasonably requested by two original
Internal Revenue Service Form W-8 (e.g., W-8 BEN, W-8 ECI), as appropriate, or any successor or other form prescribed by the Internal
Revenue Service, and related documentation certifying that such Foreign Lender is exempt from or entitled to a reduced rate of
United States federal withholding tax on payments pursuant to this Agreement or any other Transaction Document. In addition, any
Lender, if requested by Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably
requested by Borrower or the Agent as will enable Borrower to determine whether or not such Lender is subject to backup withholding
or information reporting requirements; provided, that the Borrower or Agent, as applicable, agrees to maintain the confidentiality
of any non-public information provided by such Lender in accordance with its customary procedures for handling confidential information
and to not disclose such information except as required by Applicable Law, and provided, further, that should any Lender become
subject to Indemnified Taxes because of its failure to deliver a form required hereunder, the Credit Parties shall take such steps
as such Lender shall reasonably request to reasonably assist (consistent with its preexisting internal policies applied on a nondiscriminatory
basis and legal and regulatory restrictions) such Lender to recover such Indemnified Taxes.


 


(f) The agreements
in this Section shall survive the termination of this Agreement and payment of the Notes and all other amounts payable hereunder,
under the Notes or under any other Transaction Document.


 


(g) No Lender
shall be obligated to contest a Tax indemnified by a Credit Party under the Transaction Documents that is asserted in the name
of such Lender nor will the Credit Parties be permitted to contest such a Tax, unless in the judgment of such Lender, there is
a reasonable basis for such contest and the contest and its resolution does not materially disadvantage such Lender.


 


(h) In the
event that a Lender is entitled, on the effective date of any assignment and acceptance under this Agreement, to the benefits of
a payment pursuant to subsection (a), (b) or (c) of this Section 15.01, the assignee of such Lender shall be entitled, without
duplication, to the benefits of such payments (in addition to any future benefits of payment that may arise with respect to such
assignee) that would have been available to such Lender had such Lender not entered into such assignment and acceptance with such
assignee.


 


(i) In the
event any Credit Party incorrectly withholds Indemnified Taxes under this Section 15.01 from amounts payable to any Lender or Agent,
the Credit Parties shall pay such party interest at 10% per annum compounded semi-annually on the amount incorrectly withheld from
the date withheld to the date of payment.


 


15.02. Certificates
of Lenders. Any Lender claiming reimbursement or compensation pursuant to this Article 15 shall deliver to Borrower a certificate
setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding
on the Credit Parties in the absence of manifest error.


 


[signature page follows]


 




    68


     


    


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	 	BT CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	 	BT CONCEPTS OWASSO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	BT CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 


[SIGNATURE PAGE TO BRICKTOWN BREWERY RESTAURANTS
LLC


NOTE PURCHASE AGREEMENT
AND SECURITY AGREEMENT]


 




     


     


    


 


	 	BT CONCEPTS WICHITA LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	 	TRUCKBURGER LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	 	RP OPS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 


[SIGNATURE PAGE TO BRICKTOWN BREWERY RESTAURANTS
LLC


NOTE PURCHASE AGREEMENT
AND SECURITY AGREEMENT]


 





     


     


    


  


	Lenders:	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By: 	
        Praesidian Capital Opportunity GP III, LLC,

        its General Partner

	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 	 
	 	By: 	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	 	 
	Agent:	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By: 	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[SIGNATURE PAGE TO BRICKTOWN BREWERY RESTAURANTS
LLC


NOTE PURCHASE AGREEMENT
AND SECURITY AGREEMENT]


 




     


     


    


 


Schedule 2.01(a)


Lender Schedule –Notes


  


	Name of Lender	 	Principal Amount	 
	Praesidian Capital Opportunity Fund III, LP 
	 	$	4,896.333.19	 
	Praesidian Capital Opportunity Fund III-A, LP 
	 	$	1,897,926.79	 




  




     


     


    


 


EXHIBIT A


FORM OF PROMISSORY NOTES


 


(See Attached)


 




     


     


    

 


EXHIBIT B


COMPLIANCE CERTIFICATE


___________________


Date: _________, 20__


 


This certificate is
given by Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company, (the “Borrower”), pursuant
to Section 8.01(d) of that certain Note Purchase Agreement and Security Agreement dated as of January 31, 2015 by and among the
Borrower, its Subsidiaries, Praesidian Capital Opportunity Fund III, LP and Praesidian Capital Opportunity Fund III-A, LP as such
agreement may have been amended, restated, supplemented or otherwise modified from time to time (the “Agreement”).
Capitalized terms used herein without definition shall have the meanings set forth in the Agreement.


 


The undersigned is executing
this certificate is the Chief Financial Officer of each Credit Party and as such is duly authorized to execute and deliver this
certificate on behalf of such Credit Party. By executing this certificate the undersigned hereby certifies that:


 


(a) the financial statements
delivered with this certificate in accordance with Section 8.01[a][b][c] of the Agreement fairly present in all material respects
the results of operations and financial condition of the Credit Parties on a Consolidated Basis as of the dates of such financial
statements;


 


(b) he has reviewed the
terms of the Agreement and the Notes and has made, or caused to be made under his supervision, a review in reasonable detail of
the transactions and conditions of the Credit Parties and their respective Subsidiaries during the accounting period covered by
such financial statements;


 


(c) such review has not
disclosed the existence during or at the end of such accounting period, and he has no knowledge of the existence as of the date
hereof, of any condition or event that constitutes an Event of Default, except as set forth in Exhibit A hereto which includes
a description of the nature and period of existence of such Event of Default and what action the Credit Parties have taken, are
undertaking and propose to take with respect thereto;


 


(d) the Credit Parties
and their Subsidiaries are in compliance with the covenants contained in Articles 8 and 9 of the Agreement, as demonstrated on
the attached worksheets, except as set forth or described in Exhibit A; and


 


(e)    (i)    Fixed Charge
Coverage is _____:1.00.


 


        (ii)    Unfinanced Capital
Expenditures are $__________.


 


        (iii)    Minimum EBITDA
is $__________.


 


IN WITNESS WHEREOF,
each Credit Party has caused this Certificate to be executed by its Chief Financial Officer this [__] day of [___________], 20[___].


 


	 	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	 
	 	 	Chief Financial Officer


 




     


     


    

 


 


EXHIBIT C


FORM OF BORROWER PLEDGE AGREEMENT


 


(See attached)


 


 



     


     


    




 




 


FIRST AMENDMENT

TO NOTE PURCHASE AGREEMENT

AND SECURITY AGREEMENT


 


FIRST AMENDMENT
(this “Amendment”), dated as of April 24, 2015 to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”),
each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the
Borrower, the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership
(“Fund III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund
III-A”, and together with Fund III and each of their successors and assigns, each a “Lender”,
and collectively, the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms
in the Purchase Agreement.


 


WHEREAS, pursuant
to the Purchase Agreement, Borrower issued to Lenders on January 31, 2015 Senior Notes in the principal amount of $6,794,259.98
(the “January 2015 Notes”);


 


WHEREAS, the
Borrower wishes to sell to Lenders, and Lenders wish to purchase from the Borrower Senior Notes (the “Series A Notes”),
in the maximum aggregate principal amount of $700,000, the proceeds of which shall be used for capital expenditures at the Wichita
KS store of the Credit Parties.


 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Purchase Agreement; Issuance of Series A Notes. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a) Definitions.
Article I of the Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below and the
definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“January
2015 Notes” shall have the meaning assigned to that term in the recitals to the First Amendment.


 


“Notes”
shall mean the January 2015 Notes and the Series A Notes and any note issued in substitution or exchange for any of the foregoing,
or any other note issued pursuant to the terms of this Agreement or any Note, as each may be amended, modified, supplemented or
restated from time to time.


 






    1


     


    

 


“Series
A Notes” shall have the meaning assigned to that term in the recitals to the First Amendment.


 


“First
Amendment” shall mean the First Amendment, dated as of April 25, 2015, to this Agreement.


 


“First
Amendment Effective Date” shall mean the date upon which all the conditions precedent set forth in Section Two of
the First Amendment shall have been satisfied or waived by Lenders.


 


(b) Purchase
and Sale of the Series A Notes. The following section is hereby added to the Purchase Agreement as Section 2.06:


 


“2.06.
Series A Notes. Subject to the terms and conditions herein set forth, Borrower agrees that it will issue and sell to each
Lender, and each Lender agrees that it will acquire from the Borrower on the First Amendment Effective Date the Series A Notes,
substantially in the form thereof attached hereto as Exhibit A, appropriately completed in conformity herewith, in the maximum
principal amount of $504,460.12 with respect to Fund III, and in the maximum principal amount of $195,539.88 with respect to Fund
III-A. Advances under the Series A Notes shall be made upon not less than three (3) Business Days prior notice, or such lesser
number of days as Agent and Lenders shall determine, provided that (x) no Default or Event of Default exists at such time, (y)
Borrower shall have given to Agent such information and documentation as Agent shall request, and (x) such information and documentation
shall be satisfactory to Agent. Agent shall maintain, in accordance with its customary procedures, a loan account in which shall
be recorded the date and amount of each advance under the Series A Notes; provided however that the failure by Agent to record
the date and amount of any such advance shall not adversely affect Agent or any Lender. The records of Agent shall be conclusive
evidence, absent manifest error, of the amount of such advances and other charges thereto and of payments thereof. The obligation
of the Lenders to advance funds under the Series A Notes are several and no Lender shall have any obligation to advance funds in
fulfillment of the obligation of any other Lender. All advances shall be in the same proportion among the Lenders as the principal
amount of the Notes. For the avoidance of doubt, the payments terms including the Maturity Date and the provisions of Section 2.05
of the Purchase Agreement shall be identical for all Notes.”


 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective:


 


(a) Lenders
shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties.


 


(b) Lenders
shall have received the fully executed original Series A Notes.


 






    2


     


    

 


(c) All
representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof.


 


(d) No
Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein.


 


(e) Credit
Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof.


 


(f) Lenders
shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may
be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and
purposes of this Amendment.


 


Section Three. Representations
and Warranties. The Borrower represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) Each
Credit Party has the corporate power, authority and legal right to execute, deliver and perform this Amendment and the other instruments,
agreements, documents and transactions contemplated hereby to which it is a party (including, without limitation, the Series A
Notes), and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment and the other
instruments, agreements, and documents to which it is a party and the transactions contemplated hereby and thereby (including,
without limitation, the Series A Notes).


 


(b) No
consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution, delivery and performance by any Credit Party, or the validity or enforceability against
any Credit Party, of this Amendment, the Series A Notes or the other instruments, agreements, documents and transactions contemplated
hereby to which any Credit Party is a party.


 


(c) This
Amendment, the Series A Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any
Credit Party is a party as contemplated hereby have been duly executed and delivered on behalf of each Credit Party a party thereto
by its duly authorized officer, and each constitutes the legal, valid and binding obligation of each Credit Party, enforceable
in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights of creditors generally or equitable remedies (whether arising
in a proceeding at law or in equity).


 






    3


     


    

 


(d) All
representations and warranties set forth in the Purchase Agreement are true and correct in all material respects as of the effective
date hereof, except to the extent that such representations and warranties relate to an earlier date (in which case, such representations
and warranties are true and correct in all material respects as of such earlier date).


 


(e) No
Default or Event of Default has occurred and is continuing on the date hereof.


 


(f) Upon
the occurrence of the First Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed
of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the execution and delivery
of this Amendment or the Series A Notes, nor compliance with the provisions hereof or thereof will (i) violate any law or regulation,
or (ii) result in or cause a violation of any order or decree of any court or government instrumentality, or (iii) conflict
with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, material agreement or
other material instrument to which any of the Credit Parties is a party or by which it may be bound, or (iv) result in the
creation or imposition of any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except as permitted
by Section 9.02 of the Purchase Agreement or (v) violate any provision of the Organization Documents or any capital stock
or similar equity instrument of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series A Notes shall take place at the closing (the “Series A Closing”)
to be held at the offices of Morrison Cohen LLP, 909 Third Avenue, New York, NY 10022 at 10:00 a.m., New York time, on the First
Amendment Effective Date. At the Series A Closing, the Borrower shall deliver the Series A Notes to Lenders and Lenders shall advance
amounts thereunder in accordance with paragraph (b) of Section One of this Amendment by wire transfer of immediately available
funds.


 


Section Five. Expenses.
At the Series A Closing, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket expenses (including,
without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (a) the negotiation
and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence investigation
and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall be made by wire
transfer of immediately available funds to an account or accounts designated by Lenders.


 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing
obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure
all Indebtedness under all of the Notes, including without limitation, all security interests in all personal property granted
pursuant to any security agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage
or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall
guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and
all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes” in any Guaranty or any
of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to the Purchase Agreement
and the Notes (as such terms are defined herein).


 






    4


     


    

 


Section Seven. General
Provisions.


 


(a) Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase
Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention
of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes)
and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement
as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein
amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All
of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution
and delivery of this Amendment.


 


(b) This
Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall
be an original and all which shall constitute one and the same agreement. Signatures by facsimile shall bind the parties hereto.


 


(c) THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED
WHOLLY WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE
LAW OF ANY OTHER JURISDICTION.


 




    5


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS  LLC
	 	 	 
	 	By:	        
	 	Name: 	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	 	 
	 	By:	         
	 	Name:	William C. Liedtke III
	 	Title:	Vice President


 


	 	BT CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	     
	 	Name:  	William C. Liedtke III
	 	Title:	Vice President
	 	 	 
	 	BT CONCEPTS OWASSO LLC
	 	 	 
	 	By:	         
	 	Name: 	William C. Liedtke III
	 	Title:	Vice President
	 	 	 
	 	BT CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	         
	 	Name: 	William C. Liedtke III
	 	Title:	Vice President


 


[SIGNATURE
PAGE TO FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND SECURITY AGREEMENT]


 




     


     


    

 


	 	BT CONCEPTS WICHITA LLC
	 	 	 
	 	By:	        
	 	Name: 	William C. Liedtke III
	 	Title:	Vice President
	 	 	 
	 	TRUCKBURGER LLC
	 	 	 
	 	By:	           
	 	Name: 	William C. Liedtke III
	 	Title:	Vice President
	 	 	 
	 	RP OPS LLC
	 	 	 
	 	By:	        
	 	Name: 	William C. Liedtke III
	 	Title:	Vice President


 


[SIGNATURE
PAGE TO FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND SECURITY AGREEMENT]


 




     


     


    

 


Lenders:


 


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	       
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name: 	Jason D. Drattell
	 	Title:	Manager


 


Agent:


 


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name: 	Jason D. Drattell
	 	Title:	Manager


 


[SIGNATURE
PAGE TO FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND SECURITY AGREEMENT]


 




     


     


    

 


Exhibit A


 


Form of Series A Notes


 


(See Attached)


 




     


     


    

 


Senior Series A Note


 


	$[                  ]		April 24, 2015


 


FOR VALUE RECEIVED,
Bricktown Brewery Restaurant LLC, an Oklahoma limited liability company (the “Borrower”), hereby promises to
pay to [_____________________], a Delaware limited partnership (the “Lender”), or its registered assigns, at
the address of the Borrower specified in the Purchase Agreement (defined below) or such other place as Lender may designate from
time to time, the principal sum of [_____________________ DOLLARS ($___________)], or such lesser amount as shall have been advanced
hereunder in accordance with the Purchase Agreement (as defined below). The Principal Amount under this Note shall be payable in
the amounts, at the times and in the manner set forth in the Purchase Agreement. Interest on the Principal Amount under this Note
shall be calculated at the rate or rates and in accordance with the Purchase Agreement and interest (including interest at the
Default Rate, if applicable) shall be payable in the amounts, at the times and in the manner set forth in the Purchase Agreement.
The highest rate of interest provided for in this Note shall continue to apply to the debt evidenced by this Note until repaid
notwithstanding the entry of judgment on this Note.


 


This Note is executed
and delivered pursuant to that certain Note Purchase Agreement and Security Agreement, dated as of January 31, 2015, among the
Borrower, the Subsidiaries of the Borrower parties thereto, the Lenders named therein and Praesidian Capital Opportunity Fund III,
LP, as Agent (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “Purchase
Agreement”).


 


Payments of principal,
interest and other sums to be made pursuant to this Note shall be made without set-off or counterclaim in lawful money of the United
States of America in same day or immediately available funds to the account designated by the Lender pursuant to the Purchase Agreement,
and may be made by automatic charge on the day when due to any account of Borrower maintained by Lender or as otherwise provided
in the Purchase Agreement.


 


This Note is one of
the “Notes” referred to in, and is entitled to the benefits of, the Purchase Agreement, to which reference is made
for a description of the security for this Note. Unless otherwise defined in this Note, terms used herein are used with the same
meaning as provided in the Purchase Agreement.


 


The occurrence or existence
of an Event of Default under the Purchase Agreement shall constitute an Event of Default under this Note. Should an Event of Default
occur, then, subject to Lender’s right to waive acceleration, the entire Principal Amount of this Note, together with all
accrued interest and all other sums due by Borrower hereunder or under any other Transaction Document shall, without notice to
Borrower, become due and payable immediately, and payment of the same may be enforced and recovered in whole or in part at any
time by one or more of the remedies provided to Lender in this Note or in any other Transaction Document, and in such case Lender
may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorneys’ fees for
collection.


 






     


     


    

 


EACH BORROWER HEREBY
AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, OR ELSEWHERE, TO
THE EXTENT PERMITTED BY THE LAWS OF SUCH STATE OR ELSEWHERE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR SUCH BORROWER
IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS
OR ENTER JUDGMENT AGAINST SUCH BORROWER IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY SUCH BORROWER TO LENDER UNDER THIS
NOTE, WITH COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS AND WITH REASONABLE ATTORNEY’S FEES; AND FOR DOING SO THIS NOTE
OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF,
AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.


 


Each Borrower hereby
waives to the fullest extent provided by law presentment for payment, demand, notice of nonpayment, notice of dishonor and protest
of this Note. This Note shall be governed by, construed and enforced in accordance with, the internal laws of the state of New
York. Reference is made to the Purchase Agreement for provisions regarding jurisdiction and venue.


 


The remainder of this page is intentionally
left blank. Signatures follow.




     


     


    

IN WITNESS WHEREOF,
each Borrower, intending to be legally bound, has duly executed this Note the day and year first above written.


 


	 	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 






     


     


    

 


SECOND AMENDMENT

TO NOTE PURCHASE AGREEMENT

AND SECURITY AGREEMENT


 


SECOND AMENDMENT
(this “Amendment”), dated as of January 8, 2016, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”),
each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the Borrower,
the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund
III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”,
and together with Fund III and each of their successors and assigns, each a “Lender”, and collectively,
the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in
the Purchase Agreement.


 


WHEREAS, pursuant
to the Purchase Agreement, Borrower issued to Lenders on January 31, 2015 Senior Notes in the principal amount of $6,794,259.98
(the “January 2015 Notes”);


 


WHEREAS, pursuant
to the First Amendment to the Purchase Agreement, Borrower issued to Lenders on April 24, 2015 Senior Notes in the principal amount
of $700,000.00 (the “Series A Notes”)


 


WHEREAS, the
Borrower wishes to sell to Lenders, and Lenders wish to purchase from the Borrower Senior Notes (the “Series B Notes”),
in the maximum aggregate principal amount of $650,000, the proceeds of which shall be used for capital expenditures at the Wichita
Falls, Texas store of the Credit Parties.


 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Purchase Agreement; Issuance of Series B Notes. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a) Definitions.
Article I of the Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below and the
definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“January
2015 Notes” shall have the meaning assigned to that term in the recitals to the Second Amendment.


 






     


     


    

 


“Notes”
shall mean the January 2015 Notes, the Series A Notes and the Series B Notes and any note issued in substitution or exchange for
any of the foregoing, or any other note issued pursuant to the terms of this Agreement or any Note, as each may be amended, modified,
supplemented or restated from time to time.


 


“Series
A Notes” shall have the meaning assigned to that term in the recitals to the Second Amendment.


 


“Series
B Notes” shall have the meaning assigned to that term in the recitals to the Second Amendment.


 


“First
Amendment” shall mean the First Amendment, dated as of April 24, 2015, to this Agreement.


 


“Second
Amendment” shall mean the Second Amendment, dated as of January 8, 2016, to this Agreement.


 


“Second
Amendment Effective Date” shall mean the date upon which all the conditions precedent set forth in Section Two of
the Second Amendment shall have been satisfied or waived by Lenders.


 


(b) Purchase and
Sale of the Series B Notes. The following section is hereby added to the Purchase Agreement as Section 2.07:


 


“2.07.
Series B Notes. Subject to the terms and conditions herein set forth, Borrower agrees that it will issue and sell to
each Lender, and each Lender agrees that it will acquire from the Borrower on the Second Amendment Effective Date the Series B
Notes, substantially in the form thereof attached hereto as Exhibit A, appropriately completed in conformity herewith, in
the maximum principal amount of $468,427.25 with respect to Fund III, and in the maximum principal amount of $181,572.75 with respect
to Fund III-A. Advances under the Series B Notes shall be made upon not less than three (3) Business Days prior notice, or such
lesser number of days as Agent and Lenders shall determine, provided that (x) no Default or Event of Default exists at such time,
(y) Borrower shall have given to Agent such information and documentation as Agent shall request, and (x) such information and
documentation shall be satisfactory to Agent. Agent shall maintain, in accordance with its customary procedures, a loan account
in which shall be recorded the date and amount of each advance under the Series B Notes; provided however that the failure by Agent
to record the date and amount of any such advance shall not adversely affect Agent or any Lender. The records of Agent shall be
conclusive evidence, absent manifest error, of the amount of such advances and other charges thereto and of payments thereof. The
obligation of the Lenders to advance funds under the Series B Notes are several and no Lender shall have any obligation to advance
funds in fulfillment of the obligation of any other Lender. All advances shall be in the same proportion among the Lenders as the
principal amount of the Notes. For the avoidance of doubt, the payments terms including the Maturity Date and the provisions of
Section 2.05 of the Purchase Agreement shall be identical for all Notes.”


 






    2


     


    

 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective:


 


(a) Lenders shall have
received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties.


 


(b) Lenders shall have
received the fully executed original Series B Notes.


 


(c) All representations
and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof.


 


(d) No Default or Event
of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein.


 


(e) Credit Parties shall
have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof.


 


(f) Lenders shall have
received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may be necessary
or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and purposes of
this Amendment.


 


Section Three. Representations
and Warranties. The Borrower represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) Each Credit Party
has the corporate power, authority and legal right to execute, deliver and perform this Amendment and the other instruments, agreements,
documents and transactions contemplated hereby to which it is a party (including, without limitation, the Series B Notes), and
has taken all actions necessary to authorize the execution, delivery and performance of this Amendment and the other instruments,
agreements, and documents to which it is a party and the transactions contemplated hereby and thereby (including, without limitation,
the Series B Notes).


 


(b) No consent of any
Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection
with the execution, delivery and performance by any Credit Party, or the validity or enforceability against any Credit Party, of
this Amendment, the Series B Notes or the other instruments, agreements, documents and transactions contemplated hereby to which
any Credit Party is a party.


 






    3


     


    

 


(c) This Amendment, the
Series B Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of each Credit Party a party thereto by its duly
authorized officer, and each constitutes the legal, valid and binding obligation of each Credit Party, enforceable in accordance
with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding
at law or in equity).


 


(d) All representations
and warranties set forth in the Purchase Agreement are true and correct in all material respects as of the effective date hereof,
except to the extent that such representations and warranties relate to an earlier date (in which case, such representations and
warranties are true and correct in all material respects as of such earlier date).


 


(e) No Default or Event
of Default has occurred and is continuing on the date hereof.


 


(f) Upon the occurrence
of the Second Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust,
agreement or other instrument to which it is a party or by which it may be bound. Neither the execution and delivery of this Amendment
or the Series B Notes, nor compliance with the provisions hereof or thereof will (i) violate any law or regulation, or (ii) result
in or cause a violation of any order or decree of any court or government instrumentality, or (iii) conflict with, or result
in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument
to which any of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of
any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of
the Purchase Agreement or (v) violate any provision of the Organization Documents or any capital stock or similar equity instrument
of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series B Notes shall take place at the closing (the “Series B Closing”)
to be held at the offices of Ice Miller LLP, 1500 Broadway, Suite 2401, NY 10036 at 4:00 p.m., New York time, on the Second Amendment
Effective Date. At the Series B Closing, the Borrower shall deliver the Series B Notes to Lenders and Lenders shall advance amounts
thereunder in accordance with paragraph (b) of Section One of this Amendment by wire transfer of immediately available funds.


 


Section Five. Expenses.
At the Series B Closing, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket expenses (including,
without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (a) the negotiation
and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence investigation
and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall be made by wire
transfer of immediately available funds to an account or accounts designated by Lenders.


 






    4


     


    

 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing
obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure
all Indebtedness under all of the Notes, including without limitation, all security interests in all personal property granted
pursuant to any security agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage
or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall
guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and
all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes” in any Guaranty or any
of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to the Purchase Agreement
and the Notes (as such terms are defined herein).


 


Section Seven. General
Provisions.


 


(a) Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase Agreement.
The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention of the parties
hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes) and the other
documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement as amended
hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein amended, the
Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All of the representations,
warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution and delivery of this
Amendment.


 


(b) This Amendment may
be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original
and all which shall constitute one and the same agreement. Signatures by facsimile shall bind the parties hereto.


 


(c) THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW
OF ANY OTHER JURISDICTION.


 




    5


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	RP OPS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to second amendment to note purchase agreement and security agreement]


  




    6


     


    

 


	 	BT CONCEPTS OWASSO LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA, LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS ROCK ROAD LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS BROKEN ARROW LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA FALLS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS EL PASO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


  


[signature
page to second amendment to note purchase agreement and security agreement]


  




    7


     


    

 


	 	BT CONCEPTS TULSA LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS AMARILLO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	TRUCKBURGER LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BTB BREWING COMPANY LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	421 SW 26TH STREET LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to second amendment to note purchase agreement and security agreement]


 




    8


     


    

 


Lenders:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                   
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[signature
page to second amendment to note purchase agreement and security agreement]


  




    9


     


    

 


Exhibit A


 


Form of Series B Notes


 


(See Attached)


  




    10


     


    

 


Senior Series B Note


 


	$[                    ]	January 8, 2016


 


FOR VALUE RECEIVED,
Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company (the “Borrower”), hereby promises to
pay to [_____________________], a Delaware limited partnership (the “Lender”), or its registered assigns, at
the address of the Borrower specified in the Purchase Agreement (defined below) or such other place as Lender may designate from
time to time, the principal sum of [_____________________ DOLLARS ($___________)], or such lesser amount as shall have been advanced
hereunder in accordance with the Purchase Agreement (as defined below).


 


The Principal Amount
under this Note shall be payable in the amounts, at the times and in the manner set forth in the Purchase Agreement. Interest on
the Principal Amount under this Note shall be calculated at the rate or rates and in accordance with the Purchase Agreement and
interest (including interest at the Default Rate, if applicable) shall be payable in the amounts, at the times and in the manner
set forth in the Purchase Agreement. The highest rate of interest provided for in this Note shall continue to apply to the debt
evidenced by this Note until repaid notwithstanding the entry of judgment on this Note.


 


This Note is executed
and delivered pursuant to that certain Note Purchase Agreement and Security Agreement, dated as of January 31, 2015, among the
Borrower, the Subsidiaries of the Borrower, Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as Lender
and as Agent and Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership, (such agreement, as amended, supplemented,
restated or otherwise modified from time to time, the “Purchase Agreement”).


 


Payments of principal,
interest and other sums to be made pursuant to this Note shall be made without set-off or counterclaim in lawful money of the United
States of America in same day or immediately available funds to the account designated by the Lender pursuant to the Purchase Agreement,
and may be made by automatic charge on the day when due to any account of Borrower maintained by Lender or as otherwise provided
in the Purchase Agreement.


 


This Note is the “Note”
referred to in, and is entitled to the benefits of, the Purchase Agreement, to which reference is made for a description of the
security for this Note. Unless otherwise defined in this Note, terms used herein are used with the same meaning as provided in
the Purchase Agreement.


 






    11


     


    

 


The occurrence or existence
of an Event of Default under the Purchase Agreement shall constitute an Event of Default under this Note. Should an Event of Default
occur, then, subject to Lender’s right to waive acceleration, the entire Principal Amount of this Note, together with all
accrued interest and all other sums due by Borrower hereunder or under any other Transaction Document shall, without notice to
Borrower, become due and payable immediately, and payment of the same may be enforced and recovered in whole or in part at any
time by one or more of the remedies provided to Lender in this Note or in any other Transaction Document, and in such case Lender
may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorneys’ fees for
collection.


  


EACH BORROWER HEREBY
AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, OR ELSEWHERE, TO
THE EXTENT PERMITTED BY THE LAWS OF SUCH STATE OR ELSEWHERE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR SUCH BORROWER
IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS
OR ENTER JUDGMENT AGAINST SUCH BORROWER IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY SUCH BORROWER TO LENDER UNDER THIS
NOTE, WITH COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS AND WITH REASONABLE ATTORNEY’S FEES; AND FOR DOING SO THIS NOTE
OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF,
AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.


 


Each Borrower hereby
waives to the fullest extent provided by law presentment for payment, demand, notice of nonpayment, notice of dishonor and protest
of this Note. This Note shall be governed by, construed and enforced in accordance with, the internal laws of the state of New
York. Reference is made to the Purchase Agreement for provisions regarding jurisdiction and venue.


 


The remainder of this page is intentionally
left blank. Signatures follow.


 




    12


     


    

 


IN WITNESS WHEREOF,
each Borrower, intending to be legally bound, has duly executed this Note the day and year first above written.


 


	 	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 




    13


     


    

 


THIRD AMENDMENT

TO NOTE PURCHASE AGREEMENT

AND SECURITY AGREEMENT


 


THIRD AMENDMENT
(this “Amendment”), dated as of February 22, 2016, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”),
each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the Borrower,
the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund
III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”,
and together with Fund III and each of their successors and assigns, each a “Lender”, and collectively,
the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in
the Purchase Agreement.


 


WHEREAS, pursuant
to the Purchase Agreement, Borrower issued to Lenders on January 31, 2015 Senior Notes in the principal amount of $6,794,259.98
(the “January 2015 Notes”);


 


WHEREAS, pursuant
to the First Amendment to the Purchase Agreement, Borrower issued to Lenders on April 24, 2015 Senior Notes in the principal amount
of $700,000.00 (the “Series A Notes”)


 


WHEREAS, pursuant
to the Second Amendment to the Purchase Agreement, Borrower issued to Lenders on January 8, 2016 Senior Notes in the principal
amount of $650,000.00 (the “Series B Notes”)


 


WHEREAS, the
Borrower wishes to sell to Lenders, and Lenders wish to purchase from the Borrower Senior Notes (the “Series C Notes”),
in the maximum aggregate principal amount of $950,000, the proceeds of which shall be used for capital expenditures at the El Paso,
Texas store of the Credit Parties.


 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Purchase Agreement; Issuance of Series C Notes. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a) Definitions.
Article I of the Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below and the
definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“January
2015 Notes” shall have the meaning assigned to that term in the recitals to the Third Amendment.


 






     


     


    

 


“Notes”
shall mean the January 2015 Notes, the Series A Notes, the Series B Notes and the Series C Notes and any note issued in substitution
or exchange for any of the foregoing, or any other note issued pursuant to the terms of this Agreement or any Note, as each may
be amended, modified, supplemented or restated from time to time.


 


“Series
A Notes” shall have the meaning assigned to that term in the recitals to the Third Amendment.


 


“Series
B Notes” shall have the meaning assigned to that term in the recitals to the Third Amendment.


 


“Series
C Notes” shall have the meaning assigned to that term in the recitals to the Third Amendment.


 


“First
Amendment” shall mean the First Amendment, dated as of April 24, 2015, to this Agreement.


 


“Second
Amendment” shall mean the Second Amendment, dated as of January 8, 2016, to this Agreement.


 


“Third
Amendment” shall mean the Third Amendment, dated as of February 22, 2016, to this Agreement.


 


“Third
Amendment Effective Date” shall mean the date upon which all the conditions precedent set forth in Section Two of
the Third Amendment shall have been satisfied or waived by Lenders.


 


(b) Purchase and
Sale of the Series C Notes. The following section is hereby added to the Purchase Agreement as Section 2.08:


 


“2.08.
Series C Notes. Subject to the terms and conditions herein set forth, Borrower agrees that it will issue and sell to each
Lender, and each Lender agrees that it will acquire from the Borrower on the Third Amendment Effective Date the Series C Notes,
substantially in the form thereof attached hereto as Exhibit A, appropriately completed in conformity herewith, in the maximum
principal amount of $684,624.45 with respect to Fund III, and in the maximum principal amount of $265,375.55 with respect to Fund
III-A. Advances under the Series C Notes shall be made upon not less than three (3) Business Days prior notice, or such lesser
number of days as Agent and Lenders shall determine, provided that (x) no Default or Event of Default exists at such time, (y)
Borrower shall have given to Agent such information and documentation as Agent shall request, and (x) such information and documentation
shall be satisfactory to Agent. Agent shall maintain, in accordance with its customary procedures, a loan account in which shall
be recorded the date and amount of each advance under the Series C Notes; provided however that the failure by Agent to record
the date and amount of any such advance shall not adversely affect Agent or any Lender. The records of Agent shall be conclusive
evidence, absent manifest error, of the amount of such advances and other charges thereto and of payments thereof. The obligation
of the Lenders to advance funds under the Series C Notes are several and no Lender shall have any obligation to advance funds in
fulfillment of the obligation of any other Lender. All advances shall be in the same proportion among the Lenders as the principal
amount of the Notes. For the avoidance of doubt, the payments terms including the Maturity Date and the provisions of Section 2.05
of the Purchase Agreement shall be identical for all Notes.”


 






    2


     


    

 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective:


 


(a) Lenders shall have
received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties.


 


(b) Lenders shall have
received the fully executed original Series C Notes.


 


(c) All representations
and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof.


 


(d) No Default or Event
of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein.


 


(e) Credit Parties shall
have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof.


 


(f) Lenders shall have
received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may be necessary
or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and purposes of
this Amendment.


 


Section Three. Representations
and Warranties. The Borrower represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) Each Credit Party
has the corporate power, authority and legal right to execute, deliver and perform this Amendment and the other instruments, agreements,
documents and transactions contemplated hereby to which it is a party (including, without limitation, the Series C Notes), and
has taken all actions necessary to authorize the execution, delivery and performance of this Amendment and the other instruments,
agreements, and documents to which it is a party and the transactions contemplated hereby and thereby (including, without limitation,
the Series C Notes).


 






    3


     


    

 


(b) No consent of any
Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection
with the execution, delivery and performance by any Credit Party, or the validity or enforceability against any Credit Party, of
this Amendment, the Series C Notes or the other instruments, agreements, documents and transactions contemplated hereby to which
any Credit Party is a party.


 


(c) This Amendment, the
Series C Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of each Credit Party a party thereto by its duly
authorized officer, and each constitutes the legal, valid and binding obligation of each Credit Party, enforceable in accordance
with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding
at law or in equity).


 


(d) All representations
and warranties set forth in the Purchase Agreement are true and correct in all material respects as of the effective date hereof,
except to the extent that such representations and warranties relate to an earlier date (in which case, such representations and
warranties are true and correct in all material respects as of such earlier date).


 


(e) No Default or Event
of Default has occurred and is continuing on the date hereof.


 


(f) Upon the occurrence
of the Third Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust, agreement
or other instrument to which it is a party or by which it may be bound. Neither the execution and delivery of this Amendment or
the Series C Notes, nor compliance with the provisions hereof or thereof will (i) violate any law or regulation, or (ii) result
in or cause a violation of any order or decree of any court or government instrumentality, or (iii) conflict with, or result
in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument
to which any of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of
any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of
the Purchase Agreement or (v) violate any provision of the Organization Documents or any capital stock or similar equity instrument
of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series C Notes shall take place at the closing (the “Series C Closing”)
to be held at the offices of Ice Miller LLP, 1500 Broadway, Suite 2401, NY 10036 at 4:00 p.m., New York time, on the Third Amendment
Effective Date. At the Series C Closing, the Borrower shall deliver the Series C Notes to Lenders and Lenders shall advance amounts
thereunder in accordance with paragraph (b) of Section One of this Amendment by wire transfer of immediately available funds.


 






    4


     


    

 


Section Five. Expenses.
At the Series C Closing, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket expenses (including,
without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (a) the negotiation
and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence investigation
and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall be made by wire
transfer of immediately available funds to an account or accounts designated by Lenders.


 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing
obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure
all Indebtedness under all of the Notes, including without limitation, all security interests in all personal property granted
pursuant to any security agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage
or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall
guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and
all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes” in any Guaranty or any
of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to the Purchase Agreement
and the Notes (as such terms are defined herein).


 


Section Seven. General
Provisions.


 


(a) Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase Agreement.
The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention of the parties
hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes) and the other
documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement as amended
hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein amended, the
Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All of the representations,
warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution and delivery of this
Amendment.


 


(b) This Amendment may
be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original
and all which shall constitute one and the same agreement. Signatures by facsimile shall bind the parties hereto.


 


(c) THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW
OF ANY OTHER JURISDICTION.


 




    5


     


    

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	RP OPS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to third amendment to note purchase agreement and security agreement]


  




    6


     


    

 


	 	BT CONCEPTS OWASSO LLC
	 	 	 
	 	By:	                    
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA, LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS ROCK ROAD LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS BROKEN ARROW LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA FALLS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS EL PASO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


   


[signature
page to third amendment to note purchase agreement and security agreement]


  




    7


     


    

 


	 	BT CONCEPTS TULSA LLC
	 	 	 
	 	By:	                     
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS AMARILLO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	TRUCKBURGER LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BTB BREWING COMPANY LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	421 SW 26TH STREET LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to third amendment to note purchase agreement and security agreement]


 




    8


     


    

 


Lenders:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                      
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC, 

its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                      
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 


 


[signature
page to third amendment to note purchase agreement and security agreement]


   




    9


     


    

 


Exhibit A


 


Form of Series C Notes


 


(See Attached)


 




    10


     


    

 


Senior Series C Note


 


	$[                    ]	February 22, 2016


 


FOR VALUE RECEIVED,
Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company (the “Borrower”), hereby promises to
pay to [_____________________], a Delaware limited partnership (the “Lender”), or its registered assigns, at
the address of the Borrower specified in the Purchase Agreement (defined below) or such other place as Lender may designate from
time to time, the principal sum of [_____________________ DOLLARS ($___________)], or such lesser amount as shall have been advanced
hereunder in accordance with the Purchase Agreement (as defined below).


 


The Principal Amount
under this Note shall be payable in the amounts, at the times and in the manner set forth in the Purchase Agreement. Interest on
the Principal Amount under this Note shall be calculated at the rate or rates and in accordance with the Purchase Agreement and
interest (including interest at the Default Rate, if applicable) shall be payable in the amounts, at the times and in the manner
set forth in the Purchase Agreement. The highest rate of interest provided for in this Note shall continue to apply to the debt
evidenced by this Note until repaid notwithstanding the entry of judgment on this Note.


 


This Note is executed
and delivered pursuant to that certain Note Purchase Agreement and Security Agreement, dated as of January 31, 2015, among the
Borrower, the Subsidiaries of the Borrower, Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as Lender
and as Agent and Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership, (such agreement, as amended, supplemented,
restated or otherwise modified from time to time, the “Purchase Agreement”).


 


Payments of principal,
interest and other sums to be made pursuant to this Note shall be made without set-off or counterclaim in lawful money of the United
States of America in same day or immediately available funds to the account designated by the Lender pursuant to the Purchase Agreement,
and may be made by automatic charge on the day when due to any account of Borrower maintained by Lender or as otherwise provided
in the Purchase Agreement.


 


This Note is the “Note”
referred to in, and is entitled to the benefits of, the Purchase Agreement, to which reference is made for a description of the
security for this Note. Unless otherwise defined in this Note, terms used herein are used with the same meaning as provided in
the Purchase Agreement.


 






    11


     


    

 


The occurrence or existence
of an Event of Default under the Purchase Agreement shall constitute an Event of Default under this Note. Should an Event of Default
occur, then, subject to Lender’s right to waive acceleration, the entire Principal Amount of this Note, together with all
accrued interest and all other sums due by Borrower hereunder or under any other Transaction Document shall, without notice to
Borrower, become due and payable immediately, and payment of the same may be enforced and recovered in whole or in part at any
time by one or more of the remedies provided to Lender in this Note or in any other Transaction Document, and in such case Lender
may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorneys’ fees for
collection.


 


EACH BORROWER HEREBY
AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, OR ELSEWHERE, TO
THE EXTENT PERMITTED BY THE LAWS OF SUCH STATE OR ELSEWHERE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR SUCH BORROWER
IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS
OR ENTER JUDGMENT AGAINST SUCH BORROWER IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY SUCH BORROWER TO LENDER UNDER THIS
NOTE, WITH COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS AND WITH REASONABLE ATTORNEY’S FEES; AND FOR DOING SO THIS NOTE
OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF,
AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.


 


Each Borrower hereby
waives to the fullest extent provided by law presentment for payment, demand, notice of nonpayment, notice of dishonor and protest
of this Note. This Note shall be governed by, construed and enforced in accordance with, the internal laws of the state of New
York. Reference is made to the Purchase Agreement for provisions regarding jurisdiction and venue.


 


The remainder of this page is intentionally
left blank. Signatures follow.


 




    12


     


    

 


IN WITNESS WHEREOF,
each Borrower, intending to be legally bound, has duly executed this Note the day and year first above written.


 


	 	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 








    13


     


    

 


FOURTH AMENDMENT

TO NOTE PURCHASE AGREEMENT

AND SECURITY AGREEMENT


 


FOURTH AMENDMENT
(this “Amendment”), dated as of May 18, 2016, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”),
each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the Borrower,
the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund
III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”,
and together with Fund III and each of their successors and assigns, each a “Lender”, and collectively,
the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in
the Purchase Agreement.


 


WHEREAS, pursuant
to the Purchase Agreement, Borrower issued to Lenders on January 31, 2015 Senior Notes in the principal amount of $6,794,259.98
(the “January 2015 Notes”);


 


WHEREAS, pursuant
to the First Amendment to the Purchase Agreement, Borrower issued to Lenders on April 24, 2015 Senior Notes in the principal amount
of $700,000.00 (the “Series A Notes”);


 


WHEREAS, pursuant
to the Second Amendment to the Purchase Agreement, Borrower issued to Lenders on January 8, 2016 Senior Notes in the principal
amount of $650,000.00 (the “Series B Notes”);


 


WHEREAS, pursuant
to the Third Amendment to the Purchase Agreement, Borrower issued to Lenders on February 22, 2016 Senior Notes in the principal
amount of $950,000.00 (the “Series C Notes”);


 


WHEREAS, the
Borrower wishes to sell to Lenders, and Lenders wish to purchase from the Borrower Senior Notes (the “Series D Notes”),
in the maximum aggregate principal amount of $750,000, the proceeds of which shall be used for capital expenditures at the Tulsa,
Oklahoma store of the Credit Parties.


 






     


     


    

 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Purchase Agreement; Issuance of Series D Notes. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a) Definitions.
Article I of the Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below and the
definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“First
Amendment” shall mean the First Amendment, dated as of April 24, 2015, to this Agreement.


 


“Fourth
Amendment” shall mean the Fourth Amendment, dated as of May 18, 2016, to this Agreement.


 


“Fourth
Amendment Effective Date” shall mean the date upon which all the conditions precedent set forth in Section Two of
the Fourth Amendment shall have been satisfied or waived by Lenders.


 


“January
2015 Notes” shall have the meaning assigned to that term in the recitals to the Fourth Amendment.


 


“Notes”
shall mean the January 2015 Notes, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes and any note
issued in substitution or exchange for any of the foregoing, or any other note issued pursuant to the terms of this Agreement or
any Note, as each may be amended, modified, supplemented or restated from time to time.


 


“Second
Amendment” shall mean the Second Amendment, dated as of January 8, 2016, to this Agreement.


 


“Series
A Notes” shall have the meaning assigned to that term in the recitals to the Fourth Amendment.


 


“Series
B Notes” shall have the meaning assigned to that term in the recitals to the Fourth Amendment.


 


“Series
C Notes” shall have the meaning assigned to that term in the recitals to the Fourth Amendment.


 


“Series
D Notes” shall have the meaning assigned to that term in the recitals to the Fourth Amendment.


 


“Third
Amendment” shall mean the Third Amendment, dated as of February 22, 2016, to this Agreement.


 






    2


     


    

 


(b) Purchase and
Sale of the Series D Notes. The following section is hereby added to the Purchase Agreement as Section 2.09:


 


“2.09.
Series D Notes. Subject to the terms and conditions herein set forth, Borrower agrees that it will issue and sell to each
Lender, and each Lender agrees that it will acquire from the Borrower on the Fourth Amendment Effective Date the Series D Notes,
substantially in the form thereof attached hereto as Exhibit A, appropriately completed in conformity herewith, in the maximum
principal amount of $540,492.99 with respect to Fund III, and in the maximum principal amount of $209,507.01 with respect to Fund
III-A. Advances under the Series D Notes shall be made upon not less than three (3) Business Days prior notice, or such lesser
number of days as Agent and Lenders shall determine, provided that (x) no Default or Event of Default exists at such time, (y)
Borrower shall have given to Agent such information and documentation as Agent shall request, and (x) such information and documentation
shall be satisfactory to Agent. Agent shall maintain, in accordance with its customary procedures, a loan account in which shall
be recorded the date and amount of each advance under the Series D Notes; provided however that the failure by Agent to record
the date and amount of any such advance shall not adversely affect Agent or any Lender. The records of Agent shall be conclusive
evidence, absent manifest error, of the amount of such advances and other charges thereto and of payments thereof. The obligation
of the Lenders to advance funds under the Series D Notes are several and no Lender shall have any obligation to advance funds in
fulfillment of the obligation of any other Lender. All advances shall be in the same proportion among the Lenders as the principal
amount of the Notes. For the avoidance of doubt, the payments terms including the Maturity Date and the provisions of Section 2.05
of the Purchase Agreement shall be identical for all Notes.”


 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective:


 


(a) Lenders shall have
received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties.


 


(b) Lenders shall have
received the fully executed original Series D Notes.


 


(c) All representations
and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof.


 


(d) No Default or Event
of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein.


 






    3


     


    

 


(e) Credit Parties shall
have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof.


 


(f) Lenders shall have
received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may be necessary
or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and purposes of
this Amendment.


 


Section Three. Representations
and Warranties. The Borrower represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) Each Credit Party
has the corporate power, authority and legal right to execute, deliver and perform this Amendment and the other instruments, agreements,
documents and transactions contemplated hereby to which it is a party (including, without limitation, the Series D Notes), and
has taken all actions necessary to authorize the execution, delivery and performance of this Amendment and the other instruments,
agreements, and documents to which it is a party and the transactions contemplated hereby and thereby (including, without limitation,
the Series D Notes).


 


(b) No consent of any
Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection
with the execution, delivery and performance by any Credit Party, or the validity or enforceability against any Credit Party, of
this Amendment, the Series D Notes or the other instruments, agreements, documents and transactions contemplated hereby to which
any Credit Party is a party.


 


(c) This Amendment, the
Series D Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of each Credit Party a party thereto by its duly
authorized officer, and each constitutes the legal, valid and binding obligation of each Credit Party, enforceable in accordance
with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding
at law or in equity).


 


(d) All representations
and warranties set forth in the Purchase Agreement are true and correct in all material respects as of the effective date hereof,
except to the extent that such representations and warranties relate to an earlier date (in which case, such representations and
warranties are true and correct in all material respects as of such earlier date).


 






    4


     


    

 


(e) No Default or Event
of Default has occurred and is continuing on the date hereof.


 


(f) Upon the occurrence
of the Fourth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust,
agreement or other instrument to which it is a party or by which it may be bound. Neither the execution and delivery of this Amendment
or the Series D Notes, nor compliance with the provisions hereof or thereof will (i) violate any law or regulation, or (ii) result
in or cause a violation of any order or decree of any court or government instrumentality, or (iii) conflict with, or result
in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument
to which any of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of
any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of
the Purchase Agreement or (v) violate any provision of the Organization Documents or any capital stock or similar equity instrument
of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series D Notes shall take place at the closing (the “Series D Closing”)
to be held at the offices of Ice Miller LLP, 1500 Broadway, Suite 2401, NY 10036 at 4:00 p.m., New York time, on the Fourth Amendment
Effective Date. At the Series D Closing, the Borrower shall deliver the Series D Notes to Lenders and Lenders shall advance amounts
thereunder in accordance with paragraph (b) of Section One of this Amendment by wire transfer of immediately available funds.


 


Section Five. Expenses.
At the Series D Closing, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket expenses (including,
without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (a) the negotiation
and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence investigation
and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall be made by wire
transfer of immediately available funds to an account or accounts designated by Lenders.


 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing
obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure
all Indebtedness under all of the Notes, including without limitation, all security interests in all personal property granted
pursuant to any security agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage
or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall
guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and
all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes” in any Guaranty or any
of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to the Purchase Agreement
and the Notes (as such terms are defined herein).


 






    5


     


    

 


Section Seven. General
Provisions.


 


(a) Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase Agreement.
The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention of the parties
hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes) and the other
documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement as amended
hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein amended, the
Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All of the representations,
warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution and delivery of this
Amendment.


 


(b) This Amendment may
be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original
and all which shall constitute one and the same agreement. Signatures by facsimile shall bind the parties hereto.


 


(c) THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW
OF ANY OTHER JURISDICTION.


 




    6


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                  
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	RP OPS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	  
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to Fourth amendment to note purchase agreement and security agreement]


  




    7


     


    

 


	 	BT CONCEPTS OWASSO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA, LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS ROCK ROAD LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS BROKEN ARROW LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA FALLS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS EL PASO LLC
	 	 	 
	 	By:	  
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to Fourth amendment to note purchase agreement and security agreement]


  




    8


     


    

 


	 	BT CONCEPTS TULSA LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS AMARILLO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	TRUCKBURGER LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BTB BREWING COMPANY LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	421 SW 26TH STREET LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	 	 
	 	By:	                  
	 	Name:	James M. Burke
	 	Title:	Manager


   


[signature
page to Fourth amendment to note purchase agreement and security agreement]


 




    9


     


    

 


Lenders:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                  
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 


 


[signature
page to Fourth amendment to note purchase agreement and security agreement]


 


 




    10


     


    

 


Exhibit A


 


Form of Series D Notes


 


(See Attached)


 




    11


     


    

 


Senior Series D Note


 


	$[                    ]	May [   ], 2016


 


FOR VALUE RECEIVED,
Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company (the “Borrower”), hereby promises to
pay to [_____________________], a Delaware limited partnership (the “Lender”), or its registered assigns, at
the address of the Borrower specified in the Purchase Agreement (defined below) or such other place as Lender may designate from
time to time, the principal sum of [_____________________ DOLLARS ($___________)], or such lesser amount as shall have been advanced
hereunder in accordance with the Purchase Agreement (as defined below).


 


The Principal Amount
under this Note shall be payable in the amounts, at the times and in the manner set forth in the Purchase Agreement. Interest on
the Principal Amount under this Note shall be calculated at the rate or rates and in accordance with the Purchase Agreement and
interest (including interest at the Default Rate, if applicable) shall be payable in the amounts, at the times and in the manner
set forth in the Purchase Agreement. The highest rate of interest provided for in this Note shall continue to apply to the debt
evidenced by this Note until repaid notwithstanding the entry of judgment on this Note.


 


This Note is executed
and delivered pursuant to that certain Note Purchase Agreement and Security Agreement, dated as of January 31, 2015, among the
Borrower, the Subsidiaries of the Borrower, Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as Lender
and as Agent and Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership, (such agreement, as amended, supplemented,
restated or otherwise modified from time to time, the “Purchase Agreement”).


 


Payments of principal,
interest and other sums to be made pursuant to this Note shall be made without set-off or counterclaim in lawful money of the United
States of America in same day or immediately available funds to the account designated by the Lender pursuant to the Purchase Agreement,
and may be made by automatic charge on the day when due to any account of Borrower maintained by Lender or as otherwise provided
in the Purchase Agreement.


 


This Note is the “Note”
referred to in, and is entitled to the benefits of, the Purchase Agreement, to which reference is made for a description of the
security for this Note. Unless otherwise defined in this Note, terms used herein are used with the same meaning as provided in
the Purchase Agreement.


 






    12


     


    

 


The occurrence or existence
of an Event of Default under the Purchase Agreement shall constitute an Event of Default under this Note. Should an Event of Default
occur, then, subject to Lender’s right to waive acceleration, the entire Principal Amount of this Note, together with all
accrued interest and all other sums due by Borrower hereunder or under any other Transaction Document shall, without notice to
Borrower, become due and payable immediately, and payment of the same may be enforced and recovered in whole or in part at any
time by one or more of the remedies provided to Lender in this Note or in any other Transaction Document, and in such case Lender
may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorneys’ fees for
collection.


 


EACH BORROWER HEREBY
AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, OR ELSEWHERE, TO
THE EXTENT PERMITTED BY THE LAWS OF SUCH STATE OR ELSEWHERE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR SUCH BORROWER
IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS
OR ENTER JUDGMENT AGAINST SUCH BORROWER IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY SUCH BORROWER TO LENDER UNDER THIS
NOTE, WITH COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS AND WITH REASONABLE ATTORNEY’S FEES; AND FOR DOING SO THIS NOTE
OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF,
AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.


 


Each Borrower hereby
waives to the fullest extent provided by law presentment for payment, demand, notice of nonpayment, notice of dishonor and protest
of this Note. This Note shall be governed by, construed and enforced in accordance with, the internal laws of the state of New
York. Reference is made to the Purchase Agreement for provisions regarding jurisdiction and venue.


 


The remainder of this page is intentionally
left blank. Signatures follow.


 




    13


     


    

 


IN WITNESS WHEREOF,
each Borrower, intending to be legally bound, has duly executed this Note the day and year first above written.


 


	 	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 




    14


     


    

 


FIFTH AMENDMENT

TO NOTE PURCHASE AGREEMENT

AND SECURITY AGREEMENT


 


FIFTH AMENDMENT
(this “Amendment”), dated as of January 12, 2017, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”),
each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the Borrower,
the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund
III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”,
and together with Fund III and each of their successors and assigns, each a “Lender”, and collectively,
the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in
the Purchase Agreement.


 


WHEREAS, pursuant
to the Purchase Agreement, Borrower issued to Lenders on January 31, 2015 Senior Notes in the principal amount of $6,794,259.98
(the “January 2015 Notes”);


 


WHEREAS, pursuant
to the First Amendment to the Purchase Agreement, Borrower issued to Lenders on April 24, 2015 Senior Notes in the principal amount
of $700,000.00 (the “Series A Notes”);


 


WHEREAS, pursuant
to the Second Amendment to the Purchase Agreement, Borrower issued to Lenders on January 8, 2016 Senior Notes in the principal
amount of $650,000.00 (the “Series B Notes”);


 


WHEREAS, pursuant
to the Third Amendment to the Purchase Agreement, Borrower issued to Lenders on February 22, 2016 Senior Notes in the principal
amount of $950,000.00 (the “Series C Notes”);


 


WHEREAS, pursuant
to the Fourth Amendment to the Purchase Agreement, Borrower issued to Lenders on May 18, 2016 Senior Notes in the principal amount
of $750,000.00 (the “Series C Notes”);


 


WHEREAS, the
Borrower wishes to sell to Lenders, and Lenders wish to purchase from the Borrower Senior Notes (the “Series E Notes”),
in the maximum aggregate principal amount of $375,000, the proceeds of which shall be used for general company purposes of the
Credit Parties.


 






     


     


    

 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Purchase Agreement; Issuance of Series E Notes. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a) Definitions.
Article I of the Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below and the
definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Fifth
Amendment” shall mean the Fifth Amendment, dated as of January 12, 2017, to this Agreement.


 


“First
Amendment” shall mean the First Amendment, dated as of April 24, 2015, to this Agreement.


 


“Fourth
Amendment” shall mean the Fourth Amendment, dated as of May 18, 2016, to this Agreement.


 


“Fifth
Amendment Effective Date” shall mean the date upon which all the conditions precedent set forth in Section Two of
the Fifth Amendment shall have been satisfied or waived by Lenders.


 


“January
2015 Notes” shall have the meaning assigned to that term in the recitals to the Fifth Amendment.


 


“Notes”
shall mean the January 2015 Notes, the Series A Notes, the Series B Notes, the Series C Notes, the Series D Notes, the Series E
Notes and any note issued in substitution or exchange for any of the foregoing, or any other note issued pursuant to the terms
of this Agreement or any Note, as each may be amended, modified, supplemented or restated from time to time.


 


“Second
Amendment” shall mean the Second Amendment, dated as of January 8, 2016, to this Agreement.


 


“Series
A Notes” shall have the meaning assigned to that term in the recitals to the Fifth Amendment.


 


“Series
B Notes” shall have the meaning assigned to that term in the recitals to the Fifth Amendment.


 


“Series
C Notes” shall have the meaning assigned to that term in the recitals to the Fifth Amendment.


 






    2


     


    

 


“Series
D Notes” shall have the meaning assigned to that term in the recitals to the Fifth Amendment.


 


“Series
E Notes” shall have the meaning assigned to that term in the recitals to the Fifth Amendment.


 


“Third
Amendment” shall mean the Third Amendment, dated as of February 22, 2016, to this Agreement.


 


(b) Purchase and
Sale of the Series E Notes. The following section is hereby added to the Purchase Agreement as Section 2.10:


 


“2.10.
Series E Notes. Subject to the terms and conditions herein set forth, Borrower agrees that it will issue and sell to each
Lender, and each Lender agrees that it will acquire from the Borrower on the Fifth Amendment Effective Date the Series E Notes,
substantially in the form thereof attached hereto as Exhibit A, appropriately completed in conformity herewith, in the maximum
principal amount of $270,246.52 with respect to Fund III, and in the maximum principal amount of $104,753.48 with respect to Fund
III-A. Advances under the Series E Notes shall be made upon not less than three (3) Business Days prior notice, or such lesser
number of days as Agent and Lenders shall determine, provided that (x) no Default or Event of Default exists at such time, (y)
Borrower shall have given to Agent such information and documentation as Agent shall request, and (x) such information and documentation
shall be satisfactory to Agent. Agent shall maintain, in accordance with its customary procedures, a loan account in which shall
be recorded the date and amount of each advance under the Series E Notes; provided however that the failure by Agent to record
the date and amount of any such advance shall not adversely affect Agent or any Lender. The records of Agent shall be conclusive
evidence, absent manifest error, of the amount of such advances and other charges thereto and of payments thereof. The obligation
of the Lenders to advance funds under the Series E Notes are several and no Lender shall have any obligation to advance funds in
fulfillment of the obligation of any other Lender. All advances shall be in the same proportion among the Lenders as the principal
amount of the Notes. For the avoidance of doubt, the payments terms including the Maturity Date and the provisions of Section 2.05
of the Purchase Agreement shall be identical for all Notes.”


 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective:


 


(a) Lenders shall have
received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties.


 






    3


     


    

 


(b) Lenders shall have
received the fully executed original Series E Notes.


 


(c) All representations
and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof.


 


(d) No Default or Event
of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein.


 


(e) Credit Parties shall
have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof.


 


(f) Lenders shall have
received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may be necessary
or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and purposes of
this Amendment.


 


Section Three. Representations
and Warranties. The Borrower represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) Each Credit Party
has the corporate power, authority and legal right to execute, deliver and perform this Amendment and the other instruments, agreements,
documents and transactions contemplated hereby to which it is a party (including, without limitation, the Series E Notes), and
has taken all actions necessary to authorize the execution, delivery and performance of this Amendment and the other instruments,
agreements, and documents to which it is a party and the transactions contemplated hereby and thereby (including, without limitation,
the Series E Notes).


 


(b) No consent of any
Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection
with the execution, delivery and performance by any Credit Party, or the validity or enforceability against any Credit Party, of
this Amendment, the Series E Notes or the other instruments, agreements, documents and transactions contemplated hereby to which
any Credit Party is a party.


 


(c) This Amendment, the
Series E Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of each Credit Party a party thereto by its duly
authorized officer, and each constitutes the legal, valid and binding obligation of each Credit Party, enforceable in accordance
with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding
at law or in equity).


 






    4


     


    

 


(d) All representations
and warranties set forth in the Purchase Agreement are true and correct in all material respects as of the effective date hereof,
except to the extent that such representations and warranties relate to an earlier date (in which case, such representations and
warranties are true and correct in all material respects as of such earlier date).


 


(e) No Default or Event
of Default has occurred and is continuing on the date hereof.


 


(f) Upon the occurrence
of the Fifth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust, agreement
or other instrument to which it is a party or by which it may be bound. Neither the execution and delivery of this Amendment or
the Series E Notes, nor compliance with the provisions hereof or thereof will (i) violate any law or regulation, or (ii) result
in or cause a violation of any order or decree of any court or government instrumentality, or (iii) conflict with, or result
in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument
to which any of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of
any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of
the Purchase Agreement or (v) violate any provision of the Organization Documents or any capital stock or similar equity instrument
of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series E Notes shall take place at the closing (the “Series E Closing”)
to be held at the offices of Ice Miller LLP, 1500 Broadway, Suite 2401, NY 10036 at 4:00 p.m., New York time, on the Fifth Amendment
Effective Date. At the Series E Closing, the Borrower shall deliver the Series E Notes to Lenders and Lenders shall advance amounts
thereunder in accordance with paragraph (b) of Section One of this Amendment by wire transfer of immediately available funds.


 


Section Five. Expenses.
At the Series E Closing, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket expenses (including,
without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with (a) the negotiation
and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence investigation
and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall be made by wire
transfer of immediately available funds to an account or accounts designated by Lenders.


 






    5


     


    

 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing
obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure
all Indebtedness under all of the Notes, including without limitation, all security interests in all personal property granted
pursuant to any security agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage
or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall
guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and
all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes” in any Guaranty or any
of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to the Purchase Agreement
and the Notes (as such terms are defined herein).


 


Section Seven. General
Provisions.


 


(a) Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase Agreement.
The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention of the parties
hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes) and the other
documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement as amended
hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein amended, the
Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All of the representations,
warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution and delivery of this
Amendment.


 


(b) This Amendment may
be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original
and all which shall constitute one and the same agreement. Signatures by facsimile shall bind the parties hereto.


 


(c) THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW
OF ANY OTHER JURISDICTION.


 




    6


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	RP OPS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to Fifth amendment to note purchase agreement and security agreement]


  




    7


     


    

 


	 	BT CONCEPTS OWASSO LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA, LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS ROCK ROAD LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS BROKEN ARROW LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS WICHITA FALLS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS EL PASO LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to Fifth amendment to note purchase agreement and security agreement]


 




    8


     


    

 


	 	BT CONCEPTS TULSA LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS AMARILLO LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	TRUCKBURGER LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BTB BREWING COMPANY LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	421 SW 26TH STREET LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to Fifth amendment to note purchase agreement and security agreement]


 




    9


     


    

 


	 	BEER TAP MANAGEMENT LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Manager


 


[signature
page to Fifth amendment to note purchase agreement and security agreement]


 




    10


     


    

 


Lenders:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                   
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[signature
page to Fifth amendment to note purchase agreement and security agreement]


  




    11


     


    

 


Exhibit A


 


Form of Series E Notes


 


(See Attached)


  




    12


     


    

 


Senior Series E Note


 


	$[                    ]	January 12, 2017


 


FOR VALUE RECEIVED,
Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company (the “Borrower”), hereby promises to
pay to [_____________________], a Delaware limited partnership (the “Lender”), or its registered assigns, at
the address of the Borrower specified in the Purchase Agreement (defined below) or such other place as Lender may designate from
time to time, the principal sum of [_____________________ DOLLARS ($___________)], or such lesser amount as shall have been advanced
hereunder in accordance with the Purchase Agreement (as defined below).


 


The Principal Amount
under this Note shall be payable in the amounts, at the times and in the manner set forth in the Purchase Agreement. Interest on
the Principal Amount under this Note shall be calculated at the rate or rates and in accordance with the Purchase Agreement and
interest (including interest at the Default Rate, if applicable) shall be payable in the amounts, at the times and in the manner
set forth in the Purchase Agreement. The highest rate of interest provided for in this Note shall continue to apply to the debt
evidenced by this Note until repaid notwithstanding the entry of judgment on this Note.


 


This Note is executed
and delivered pursuant to that certain Note Purchase Agreement and Security Agreement, dated as of January 31, 2015, among the
Borrower, the Subsidiaries of the Borrower, Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as Lender
and as Agent and Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership, (such agreement, as amended, supplemented,
restated or otherwise modified from time to time, the “Purchase Agreement”).


 


Payments of principal,
interest and other sums to be made pursuant to this Note shall be made without set-off or counterclaim in lawful money of the United
States of America in same day or immediately available funds to the account designated by the Lender pursuant to the Purchase Agreement,
and may be made by automatic charge on the day when due to any account of Borrower maintained by Lender or as otherwise provided
in the Purchase Agreement.


 


This Note is the “Note”
referred to in, and is entitled to the benefits of, the Purchase Agreement, to which reference is made for a description of the
security for this Note. Unless otherwise defined in this Note, terms used herein are used with the same meaning as provided in
the Purchase Agreement.


 






    13


     


    

 


The occurrence or existence
of an Event of Default under the Purchase Agreement shall constitute an Event of Default under this Note. Should an Event of Default
occur, then, subject to Lender’s right to waive acceleration, the entire Principal Amount of this Note, together with all
accrued interest and all other sums due by Borrower hereunder or under any other Transaction Document shall, without notice to
Borrower, become due and payable immediately, and payment of the same may be enforced and recovered in whole or in part at any
time by one or more of the remedies provided to Lender in this Note or in any other Transaction Document, and in such case Lender
may also recover all costs of suit and other expenses in connection therewith, together with reasonable attorneys’ fees for
collection.


 


EACH BORROWER HEREBY
AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, OR ELSEWHERE, TO
THE EXTENT PERMITTED BY THE LAWS OF SUCH STATE OR ELSEWHERE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR SUCH BORROWER
IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS
OR ENTER JUDGMENT AGAINST SUCH BORROWER IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY SUCH BORROWER TO LENDER UNDER THIS
NOTE, WITH COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS AND WITH REASONABLE ATTORNEY’S FEES; AND FOR DOING SO THIS NOTE
OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF,
AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.


 


Each Borrower hereby
waives to the fullest extent provided by law presentment for payment, demand, notice of nonpayment, notice of dishonor and protest
of this Note. This Note shall be governed by, construed and enforced in accordance with, the internal laws of the state of New
York. Reference is made to the Purchase Agreement for provisions regarding jurisdiction and venue.


 


The remainder of this page is intentionally
left blank. Signatures follow.


 




    14


     


    

 


IN WITNESS WHEREOF,
each Borrower, intending to be legally bound, has duly executed this Note the day and year first above written.


 


	 	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                  
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 




    15


     


    


 


SIXTH
AMENDMENT

TO NOTE PURCHASE AGREEMENT

AND SECURITY AGREEMENT


 


SIXTH
AMENDMENT (this “Amendment”), dated as of October 17, 2017, to Note Purchase Agreement and Security
Agreement, dated as of January 31, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”),
each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the
Borrower, the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership
(“Fund III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund
III-A”, and together with Fund III and each of their successors and assigns, each a “Lender”,
and collectively, the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms
in the Purchase Agreement.


 


WHEREAS,
the Credit Parties, Lenders and Agent are all of the parties to the Purchase Agreement;


 


WHEREAS,
the Credit Parties, Lenders, and Agent desire to extend the Maturity Date under the Purchase Agreement from December 31, 2017
to December 31, 2018, subject to the terms and conditions set forth in this Amendment;


 


WHEREAS,
BT Concepts LLC, an Oklahoma limited liability company and subsidiary of Borrower (“BTC”), owns 50%
of the membership interest in BT Concepts Edmond LLC, an Oklahoma limited liability company (“BT Concepts Edmond”),
which is neither a Guarantor nor Credit Party, and which owns and operates a Bricktown Brewery® restaurant in Edmond,
Oklahoma (the “Edmond Restaurant”); and


 


WHEREAS,
Borrower, through BTC, and the other owner in BT Concepts Edmond, desire to cease operations of the Edmond Restaurant, and sell
and transfer the entirety of the membership interest in BT Concepts Edmond to other parties, who will no longer utilize the intellectual
property of Borrower and will no longer operate the Edmond Restaurant as a Bricktown Brewery® restaurant, and the Lenders
are willing to consent to such transfer and the deletion of the Equity Interest held by BTC in BT Concepts Edmond from the Pledge
Agreement.


  









     


     


    

 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section
One. Amendments to Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section Two of
this Amendment:


 


(a)
Definitions. Article I of the Purchase Agreement is hereby amended by amending and restating or by adding the terms
set forth below and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 




“Edmond
Disposition Date” shall mean October 22, 2017, being the date that 50% of the equity interest in BT Concepts Edmond
was assigned by BTC to a new ownership group.


 


“Sixth
Amendment” shall mean the Sixth Amendment, dated as of October 17, 2017, to this Agreement.


 


“Sixth
Amendment Effective Date” shall mean the date upon which all the conditions precedent set forth in Section Two of
the Sixth Amendment shall have been satisfied or waived by Lenders.


 


(b)
Change of Maturity Date. Section 1.01 of the Purchase Agreement is hereby amended by deleting the definition of
Maturity Date and substituting in its stead the following:


 


“Maturity
Date” shall mean December 31, 2018.”


 


Section
Two. Conditions Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective:


 


(a)
Lenders shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties.


 


(b)
All representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof.


 


(c)
No Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein.


 


(d)
Credit Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof.


 


(e)
Lenders shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms,
as may be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions
and purposes of this Amendment.


 






    2


     


    

 


Section
Three. Representations and Warranties. The Borrower represents and warrants to Lenders as follows (all of which representations
and warranties shall survive the execution, delivery and performance of this Amendment):


 


(a)
Each Credit Party has the corporate power, authority and legal right to execute, deliver and perform this Amendment and the other
instruments, agreements, documents and transactions contemplated hereby to which it is a party, and has taken all actions necessary
to authorize the execution, delivery and performance of this Amendment and the other instruments, agreements, and documents to
which it is a party and the transactions contemplated hereby and thereby.


 


(b)
No consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution, delivery and performance by any Credit Party, or the validity or enforceability
against any Credit Party, of this Amendment, or the other instruments, agreements, documents and transactions contemplated hereby
to which any Credit Party is a party.


 


(c)
This Amendment, and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of each Credit Party a party thereto by its
duly authorized officer, and each constitutes the legal, valid and binding obligation of each Credit Party, enforceable in accordance
with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding
at law or in equity).


 


(d)
All representations and warranties set forth in the Purchase Agreement are true and correct in all material respects as of the
effective date hereof, except to the extent that such representations and warranties relate to an earlier date (in which case,
such representations and warranties are true and correct in all material respects as of such earlier date).


 


(e)
No Default or Event of Default has occurred and is continuing on the date hereof.


 


(f)
Upon the occurrence of the Sixth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage,
deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the execution and delivery
of this Amendment, nor compliance with the provisions hereof or thereof will (i) violate any law or regulation, or (ii) result
in or cause a violation of any order or decree of any court or government instrumentality, or (iii) conflict with, or result
in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material
instrument to which any of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition
of any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02
of the Purchase Agreement or (v) violate any provision of the Organization Documents or any capital stock or similar equity
instrument of any of the Credit Parties.


 






    3


     


    

 


Section
Four. Closing. The closing for the transactions contemplated by this Sixth Amendment (the “Sixth Amendment
Closing”) shall be held at the offices of Ice Miller LLP, 1500 Broadway, Suite 2401, NY 10036 at 4:00 p.m., New
York time, on the Sixth Amendment Effective Date.


 


Section
Five. Expenses. At the Sixth Amendment Closing, the Credit Parties shall reimburse all of Lenders’ reasonable
out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred in
connection with (a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents and Lenders’
due diligence investigation and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which
payments shall be made by wire transfer of immediately available funds to an account or accounts designated by Lenders.


 


Section
Six. Confirmation; Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting
any of the existing obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any
of the Notes shall secure all Indebtedness under all of the Notes, including without limitation, all security interests in all
personal property granted pursuant to any security agreement or pledge agreement and all interests in all real property granted
pursuant to any mortgage or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of
the Purchase Agreement, shall guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower
under the Purchase Agreement and all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes”
in any Guaranty or any of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to
the Purchase Agreement and the Notes (as such terms are defined herein).


 


Section
Seven. General Provisions.


 


(a)
Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation
as to the Purchase Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is
the express intention of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without
limitation, the Notes) and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein.
The Purchase Agreement as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect.
Except as herein amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in
all respects. All of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall
survive the execution and delivery of this Amendment.


 






    4


     


    

 


(b)
This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which
shall be an original and all which shall constitute one and the same agreement. Signatures by facsimile shall bind the parties
hereto.


 


(c)
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS
TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.


 


Section
Eight. Release of Equity Interests in BT Concepts Edmond.


 


(a)
Each of the Credit Parties represent and warrant that the Equity Interests of BT Concepts Edmond will be sold pursuant to a purchase
and sale agreement in substantially the same form as the Purchase and Sale Agreement attached hereto as Attachment 1.


 


(b)
Lenders and Agent hereby agree, effective as of the Edmond Disposition Date, to release any security interest taken in the Equity
Interests held by BTC in BT Concepts Edmond, and delete such Equity Interests in BT Concepts Edmond from the Pledge Agreement.


 


(c)
Each of the Credit Parties hereby represents and warrants as to itself that the schedule attached hereto as Attachment 2
is true and correct in all respects and such schedule sets forth all information required to be scheduled under Section 3.02 of
the Pledge Agreement with respect to the Pledged Equity Interests.


 




    5


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto
duly authorized as of the date first above written.


 


	Borrower:	BRICKTOWN
    BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Chief
    Executive Officer
		 	 
	Guarantors:	BT
    CONCEPTS LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager
	 	 	 
	 	BT
    CONCEPTS SHAWNEE LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager
	 	 	 
	 	RP
    OPS LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager
	 	 	 
	 	BT
    CONCEPTS FORT SMITH LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager




 


[signature
page to Sixth amendment to note purchase agreement and security agreement]


 




    6


     


    

 





	 	BT
    CONCEPTS OWASSO LLC
	 	 
	 	By:	 
	 	Name:
    	James
    M. Burke
	 	Title:	Manager
	 	 
	 	BT
    CONCEPTS WICHITA, LLC
	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager
	 	 
	 	BT
    CONCEPTS ROCK ROAD LLC
	 	 
	 	By:	 
	 	Name:
    	James
    M. Burke
	 	Title: 	Manager
	 	 
	 	BT
    CONCEPTS BROKEN ARROW LLC
	 	 
	 	By:	 
	 	Name:
    	James
    M. Burke
	 	Title: 	Manager
	 	 
	 	BT
    CONCEPTS WICHITA FALLS LLC
	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title: 	Manager
	 	 
	 	BT
    CONCEPTS EL PASO LLC
	 	 
	 	By:	 
	 	Name:
    	James
    M. Burke
	 	Title:	Manager




 


[signature
page to sixth amendment to note purchase agreement and security agreement]


 






    7


     


    

 


	 	BT
    CONCEPTS TULSA LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager
	 	 	 
	 	BT
    CONCEPTS AMARILLO LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager
	 	 	 
	 	TRUCKBURGER
    LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager 
	 	 	 
	 	BTB
    BREWING COMPANY LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke 
	 	Title:	Manager
	 	 	 
	 	421
    SW 26TH STREET LLC
	 	 	 
	 	By:	 
	 	Name:
    	James M. Burke 
	 	Title: 	Manager 
	 	 	 
	 	BT
    CONCEPTS TEXAS BEVERAGES LLC
	 	 	 
	 	By:	 
	 	Name:
    	James M. Burke 
	 	Title:	Manager 




 


[signature
page to sixth amendment to note purchase agreement and security agreement] 


 




    8


     


    

 


	 	BEER TAP MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager




 


[signature
page to sixth amendment to note purchase agreement and security agreement]


 




    9


     


    

 





	Lenders: 	PRAESIDIAN CAPITAL OPPORTUNITY
    FUND III, L.P.
	 	 	 
	 	By: Praesidian Capital Opportunity
    GP III, LLC,
	 	its
    General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY
    FUND III-A, L.P.
	 	 	 
	 	By: Praesidian Capital Opportunity
    GP III, LLC,
	 	its
    General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager
			 
	 	 	 
	Agent: 	PRAESIDIAN CAPITAL OPPORTUNITY
    FUND III, L.P.
	 	 	 
	 	By: Praesidian Capital Opportunity
    GP III, LLC,
	 	its
    General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager




 


[signature
page to Sixth amendment to note purchase agreement and security agreement]




 




    10


     


    

 


ATTACHMENT
1


 


Form
of Purchase and Sale Agreement


 




    11


     


    

 


ATTACHMENT
2


 


Schedule
3.02 to Pledge Agreement


 


Pledged
EQUITY INTERESTS


 





	 	 	NO.
    OF	 
	 	 	PLEDGED
    UNITS	 
	COMPANY	 	OR
    INTERESTS	 
	 	 	 	 
	BT Concepts LLC	 	 	100	%
	BT Concepts Shawnee LLC	 	 	100	%
	BT Concepts Owasso LLC	 	 	100	%
	BT Concepts Fort Smith LLC	 	 	100	%
	BT Concepts Wichita LLC	 	 	100	%
	Truckburger LLC	 	 	100	%
	RP Ops LLC	 	 	100	%
	EBGG-JV LLC	 	 	50	%
	3 Horse Productions LLC	 	 	50	%
	BT Concepts Rock Road LLC	 	 	100	%
	BT Concepts Broken Arrow LLC	 	 	100	%
	BT Concepts Wichita Falls LLC	 	 	100	%
	BT Concepts El Paso LLC	 	 	100	%
	BT Concepts Tulsa LLC	 	 	100	%
	BT Concepts Amarillo LLC	 	 	100	%
	BTB Brewing Company LLC	 	 	100	%
	421 SW 26th Street LLC	 	 	100	%
	BT Concepts Texas Beverages LLC	 	 	100	%
	Beer Tap Management LLC	 	 	100	%





 


 











    12


     


    

 


SEVENTH AMENDMENT


TO NOTE PURCHASE AND SECURITY AGREEMENT


(Bricktown Brewery Restaurants LLC)


 


SEVENTH AMENDMENT (this
“Amendment”), dated as of , January 24, 2018, to Note Purchase Agreement and Security Agreement, dated as of
January 31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement”
and as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used
herein but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among
BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary of
Borrower party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit
Parties”), the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”),
and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the
“Agent”).


 


WHEREAS, the Credit
Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement;


 


WHEREAS, pursuant to
the Existing Purchase Agreement, the Borrower has issued notes to the Lenders; and


 


WHEREAS, the Borrower,
Lenders, and Agent desire to provide for the issuance of the Series F Notes;


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section Two of this Amendment:


 


(a) Definitions.
Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below
and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Seventh
Amendment” shall mean the Seventh Amendment, dated as of January 24, to this Agreement.


 


“Seventh
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Seventh Amendment.


 


(b) Issuance of
Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01. Issuance
of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes of the series
and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 






     


     


    

 


(b) On the Seventh
Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally and not jointly,
agree that they will acquire from the Borrower, the Series F Notes which shall be substantially in the form attached as Exhibit
A hereto (the “Series F Notes”), in the principal amounts set forth on Schedule 2.01.


 


(c) Amendment to Schedule 2.01.
Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form set forth on Schedule 2.01 hereto.


 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective (the “Amendment
Effective Date”):


 


(a) Lenders shall have
received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b) Lenders shall have
received the fully executed original Series F Notes;


 


(c) all representations
and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d) no Default or Event
of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e) Credit Parties
shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f) Lenders shall have
received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may be necessary
or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and purposes of
this Amendment.


 


Section Three. Representations
and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) it has the power,
authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment and the Purchase
Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment, the Purchase
Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated hereby
and thereby (including, without limitation, the additional Series F Notes);


 


(b) no consent of any
Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection
with the execution and delivery of this Amendment by any Credit Party or the performance of their respective obligations under
this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this Amendment, the Purchase
Agreement, the Series F Notes or the other instruments, agreements, documents and transactions contemplated hereby to which any
Credit Party is a party;


 






    2


     


    

 


(c) this Amendment,
the Series F Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each constitutes the
legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights
of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d) upon the occurrence
of the Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust, agreement
or other instrument to which it is a party or by which it may be bound;


 


(e) neither the execution
and delivery of this Amendment or the Series F Notes, nor compliance with the provisions of this Amendment, the Series F Notes
or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation of any order or decree
of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or constitute a default under,
any indenture, mortgage, deed of trust, material agreement or other material instrument to which any of the Credit Parties is a
party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon any
of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement, or (v) violate
any provision of the Organization Documents or any capital stock or similar equity instrument of any of the Credit Parties;


 


(f) no Default or Event
of Default has occurred and is continuing on the date hereof;


 


(g) upon the occurrence
of the Seventh Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust,
agreement or other instrument to which it is a party or by which it may be bound;


 


(h) neither the execution
and delivery of this Amendment or the Series F Notes, nor compliance with the provisions hereof or thereof will (i) violate any
law or regulation, or (ii) result in or cause a violation of any order or decree of any court or government instrumentality,
or (iii) conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust,
material agreement or other material instrument to which any of the Credit Parties is a party or by which it may be bound, or (iv) result
in the creation or imposition of any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except
as permitted by Section 9.02 of the Purchase Agreement, or (v) violate any provision of the Organization Documents or any
capital stock or similar equity instrument of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series F Notes shall take place at a closing to be held at the offices of Ice Miller LLP, 1500
Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the Borrower shall deliver the Series
F Notes to the Lenders and the Lenders shall advance amounts thereunder.


 






    3


     


    

 


Section Five. Expenses.
On or prior to the Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket
expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with
(a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence
investigation and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall
be made by wire transfer of immediately available funds to an account or accounts designated by Lenders.


 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing obligations
of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure all Indebtedness
under all of the Notes, including without limitation, all security interests in all personal property granted pursuant to any security
agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage or deed of trust (ii) any
Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall guaranty all acts, performances
and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and all Notes, and (iii) any references
to the “Purchase Agreement” and to the “Notes” in any Guaranty or any of the other Transaction Documents
shall, from and after the date hereof, be deemed to be references to the Purchase Agreement and the Notes (as such terms are defined
herein).


 


Section Seven. General
Provisions.


 


(a) Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase
Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention
of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes)
and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement
as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein
amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All
of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution
and delivery of this Amendment.


 


(b) The provisions
of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase Agreement are
incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature pages follow]


 




    4


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	              
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	BT CONCEPTS SHAWNEE LLC
	 	RP OPS LLC
	 	BT CONCEPTS FORT SMITH LLC
	 	BT CONCEPTS OWASSO LLC
	 	BT CONCEPTS WICHITA, LLC
	 	BT CONCEPTS ROCK ROAD LLC
	 	BT CONCEPTS BROKEN ARROW LLC
	 	BT CONCEPTS WICHITA FALLS LLC
	 	BT CONCEPTS EL PASO LLC
	 	BT CONCEPTS TULSA LLC
	 	BT CONCEPTS AMARILLO LLC
	 	TRUCKBURGER LLC
	 	BTB BREWING COMPANY LLC
	 	421 SW 26TH STREET LLC
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	BEER TAP MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


 


[Signature Page to Seventh Amendment to
Note Purchase Agreement and Security Agreement]


 




    5


     


    

 


Lenders:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[Signature Page to Seventh Amendment to
Note Purchase Agreement and Security Agreement]


  




    6


     


    

 


Schedule 2.01


 


Purchaser Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	 	        	 	 	 	        	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	 	 	 	 	 	 	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	 	 	 	 	 	 	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	 	 	 	 	 	 	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	 	 	 	 	 	 	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	 	 	 	 	 	 	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	Seventh Amendment Effective Date	 	 	 	 	 	 	 	 	 	$	40,000.00	 



 








    7


     


    

 


EIGHTH AMENDMENT


TO NOTE PURCHASE
AND SECURITY AGREEMENT


(Bricktown Brewery Restaurants LLC)


 


EIGHTH AMENDMENT (this
“Amendment”), dated as of March 28, 2018, to Note Purchase Agreement and Security Agreement, dated as of January
31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement” and
as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used herein
but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among BRICKTOWN
BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary of Borrower
party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit Parties”),
the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”), and PRAESIDIAN
CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the “Agent”).


 


WHEREAS, the Credit
Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement;


 


WHEREAS, pursuant to
the Existing Purchase Agreement, the Borrower has issued notes to the Lenders; and


 


WHEREAS, the Borrower,
Lenders, and Agent desire to provide for the issuance of the Series G Notes;


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. Amendments
to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section Two of this Amendment:


 


(a) Definitions.
Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below
and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Eighth
Amendment” shall mean the Eighth Amendment, dated as of March 24, 2018, to this Agreement.


 


“Eighth
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Eighth Amendment.


 


(b) Issuance of
Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01. Issuance
of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes of the series
and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 






     


     


    

 


(b) On the Eighth
Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally and not jointly,
agree that they will acquire from the Borrower, the Series G Notes which shall be substantially in the form attached as Exhibit
A hereto (the “Series G Notes”), in the principal amounts set forth on Schedule 2.01.


 


(c) Amendment to Schedule 2.01.
Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form set forth on Schedule 2.01 hereto.


 


Section Two. Conditions
Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective (the “Amendment
Effective Date”):


 


(a) Lenders shall have
received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b) Lenders shall have
received the fully executed original Series G Notes;


 


(c) all representations
and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d) no Default or Event
of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e) Credit Parties
shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f) Lenders shall have
received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may be necessary
or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and purposes of
this Amendment.


 


Section Three. Representations
and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which representations and warranties
shall survive the execution, delivery and performance of this Amendment):


 


(a) it has the power,
authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment and the Purchase
Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment, the Purchase
Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated hereby
and thereby (including, without limitation, the additional Series G Notes);


 


(b) no consent of any
Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection
with the execution and delivery of this Amendment by any Credit Party or the performance of their respective obligations under
this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this Amendment, the Purchase
Agreement, the Series G Notes or the other instruments, agreements, documents and transactions contemplated hereby to which any
Credit Party is a party;


 






    2


     


    

 


(c) this Amendment,
the Series G Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any Credit Party
is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each constitutes the
legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights
of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d) upon the occurrence
of the Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust, agreement
or other instrument to which it is a party or by which it may be bound;


 


(e) neither the execution
and delivery of this Amendment or the Series G Notes, nor compliance with the provisions of this Amendment, the Series G Notes
or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation of any order or decree
of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or constitute a default under,
any indenture, mortgage, deed of trust, material agreement or other material instrument to which any of the Credit Parties is a
party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon any
of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement, or (v) violate
any provision of the Organization Documents or any capital stock or similar equity instrument of any of the Credit Parties;


 


(f) no Default or Event
of Default has occurred and is continuing on the date hereof;


 


(g) upon the occurrence
of the Eighth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of trust,
agreement or other instrument to which it is a party or by which it may be bound;


 


(h) neither the execution
and delivery of this Amendment or the Series G Notes, nor compliance with the provisions hereof or thereof will (i) violate any
law or regulation, or (ii) result in or cause a violation of any order or decree of any court or government instrumentality,
or (iii) conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust,
material agreement or other material instrument to which any of the Credit Parties is a party or by which it may be bound, or (iv) result
in the creation or imposition of any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except
as permitted by Section 9.02 of the Purchase Agreement, or (v) violate any provision of the Organization Documents or any
capital stock or similar equity instrument of any of the Credit Parties.


 


Section Four. Closing.
The purchase and issuance of the Series G Notes shall take place at a closing to be held at the offices of Ice Miller LLP, 1500
Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the Borrower shall deliver the Series
G Notes to the Lenders and the Lenders shall advance amounts thereunder.


 






    3


     


    

 


Section Five. Expenses.
On or prior to the Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’ reasonable out-of-pocket
expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred in connection with
(a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents and Lenders’ due diligence
investigation and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which payments shall
be made by wire transfer of immediately available funds to an account or accounts designated by Lenders.


 


Section Six. Confirmation;
Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of the existing obligations
of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the Notes shall secure all Indebtedness
under all of the Notes, including without limitation, all security interests in all personal property granted pursuant to any security
agreement or pledge agreement and all interests in all real property granted pursuant to any mortgage or deed of trust (ii) any
Guaranty, including without limitation the provisions of Article 13 of the Purchase Agreement, shall guaranty all acts, performances
and obligations (payment and otherwise) when due of the Borrower under the Purchase Agreement and all Notes, and (iii) any references
to the “Purchase Agreement” and to the “Notes” in any Guaranty or any of the other Transaction Documents
shall, from and after the date hereof, be deemed to be references to the Purchase Agreement and the Notes (as such terms are defined
herein).


 


Section Seven. General
Provisions.


 


(a) Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase
Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention
of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes)
and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement
as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein
amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All
of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution
and delivery of this Amendment.


 


(b) The provisions
of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase Agreement are
incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature pages follow]


 




    4


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	                   
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	BT CONCEPTS SHAWNEE LLC
	 	RP OPS LLC
	 	BT CONCEPTS FORT SMITH LLC
	 	BT CONCEPTS OWASSO LLC
	 	BT CONCEPTS WICHITA, LLC
	 	BT CONCEPTS ROCK ROAD LLC
	 	BT CONCEPTS BROKEN ARROW LLC
	 	BT CONCEPTS WICHITA FALLS LLC
	 	BT CONCEPTS EL PASO LLC
	 	BT CONCEPTS TULSA LLC
	 	BT CONCEPTS AMARILLO LLC
	 	TRUCKBURGER LLC
	 	BTB BREWING COMPANY LLC
	 	421 SW 26TH STREET LLC
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	BEER TAP MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Manager


 


[Signature Page to Eighth Amendment to Note
Purchase Agreement and Security Agreement]


 




    5


     


    

 


Lenders:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By:  Praesidian Capital Opportunity GP III, LLC,

its General Partner
	 	 	 
	 	By:	                     
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[Signature Page to Eighth Amendment to Note
Purchase Agreement and Security Agreement]


 




    6


     


    

 


Schedule 2.01


 


Purchaser Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	$	4,896,333.73	 	 	$	1,897,926.25	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	$	504,460.18	 	 	$	195,539.82	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	$	468,427.31	 	 	$	181,572.69	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	$	684,624.53	 	 	$	265,375.47	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	$	540,493.05	 	 	$	209,506.95	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	$	270,246.53	 	 	$	104,753.48	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	January 24, 2018	 	$	28,826.30	 	 	$	11,173.70	 	 	 	40,000.00	 
	Principal Amount of Series G Notes	 	Eighth Amendment Effective Date	 	$	79,272.31	 	 	$	30,727.69	 	 	$	110,000.00	 



 






    7


     


    

 


NINTH
AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENT


(Bricktown
Brewery Restaurants LLC)


 


NINTH
AMENDMENT (this “Amendment”), dated as of May 15, 2018, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement”
and as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used
herein but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among
BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary
of Borrower party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit
Parties”), the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”),
and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the
“Agent”).


 


WHEREAS,
the Credit Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement;


 


WHEREAS,
pursuant to the Existing Purchase Agreement, the Borrower has issued notes to the Lenders; and


 


WHEREAS,
the Borrower, Lenders, and Agent desire to provide for the issuance of the Series H Notes;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section
One.  Amendments to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a) Definitions.
Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below
and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Ninth
Amendment” shall mean the Ninth Amendment, dated as of May [ ], 2018, to this Agreement.


 


“Ninth
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Ninth Amendment.


 


(b) Issuance
of Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01.
Issuance of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes
of the series and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 






     


     


    

 


(b) On
the Ninth Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally
and not jointly, agree that they will acquire from the Borrower, the Series H Notes which shall be substantially in the form attached
as Exhibit A hereto (the “Series H Notes”), in the principal amounts set forth on Schedule 2.01.


 


(c) Amendment
to Schedule 2.01. Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form set forth on
Schedule 2.01 hereto.


 


Section
Two.  Conditions Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective
(the “Amendment Effective Date”):


 


(a) Lenders
shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b) Lenders
shall have received the fully executed original Series H Notes;


 


(c) all
representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d) no
Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e) Credit
Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f) Lenders
shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as
may be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions
and purposes of this Amendment.


 


Section
Three.  Representations and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which
representations and warranties shall survive the execution, delivery and performance of this Amendment):


 


(a) it
has the power, authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment
and the Purchase Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment,
the Purchase Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated
hereby and thereby (including, without limitation, the additional Series H Notes);


 


(b) no
consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution and delivery of this Amendment by any Credit Party or the performance of their respective
obligations under this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this
Amendment, the Purchase Agreement, the Series H Notes or the other instruments, agreements, documents and transactions contemplated
hereby to which any Credit Party is a party;


 






    2


     


    

 


(c) this
Amendment, the Series H Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any
Credit Party is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each
constitutes the legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to
the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d) upon
the occurrence of the Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of
trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(e) neither
the execution and delivery of this Amendment or the Series H Notes, nor compliance with the provisions of this Amendment, the
Series H Notes or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation of
any order or decree of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or constitute
a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument to which any of the Credit
Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance
upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement, or (v) violate
any provision of the Organization Documents or any capital stock or similar equity instrument of any of the Credit Parties;


 


(f) no
Default or Event of Default has occurred and is continuing on the date hereof;


 


(g) upon
the occurrence of the Ninth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage,
deed of trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(h) neither
the execution and delivery of this Amendment or the Series H Notes, nor compliance with the provisions hereof or thereof will
(i) violate any law or regulation, or (ii) result in or cause a violation of any order or decree of any court or government
instrumentality, or (iii) conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage,
deed of trust, material agreement or other material instrument to which any of the Credit Parties is a party or by which it may
be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon any of the property of any
of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement, or (v) violate any provision of the
Organization Documents or any capital stock or similar equity instrument of any of the Credit Parties.


 


Section
Four.  Closing. The purchase and issuance of the Series H Notes shall take place at a closing to be held at the offices
of Ice Miller LLP, 1500 Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the Borrower
shall deliver the Series H Notes to the Lenders and the Lenders shall advance amounts thereunder.


 






    3


     


    

 


Section
Five.  Expenses. On or prior to the Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’
reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants)
incurred in connection with (a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents
and Lenders’ due diligence investigation and (b) the transactions contemplated by this Amendment and the other Transaction
Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by
Lenders.


 


Section
Six.  Confirmation; Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting
any of the existing obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any
of the Notes shall secure all Indebtedness under all of the Notes, including without limitation, all security interests in all
personal property granted pursuant to any security agreement or pledge agreement and all interests in all real property granted
pursuant to any mortgage or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of
the Purchase Agreement, shall guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower
under the Purchase Agreement and all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes”
in any Guaranty or any of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to
the Purchase Agreement and the Notes (as such terms are defined herein).


 


Section
Seven. General Provisions.


 


(a) Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase
Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention
of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes)
and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement
as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein
amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All
of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution
and delivery of this Amendment.


 


(b) The
provisions of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase
Agreement are incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature
pages follow]


 






    4


     


    

 








IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 





	Borrower:	 	BRICKTOWN BREWERY RESTAURANTS
    LLC



 





	 	By:	               
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	BT CONCEPTS SHAWNEE LLC
	 	RP OPS LLC
	 	BT CONCEPTS FORT SMITH LLC
	 	BT CONCEPTS OWASSO LLC
	 	BT CONCEPTS WICHITA, LLC
	 	BT CONCEPTS ROCK ROAD LLC
	 	BT CONCEPTS BROKEN ARROW LLC
	 	BT CONCEPTS WICHITA FALLS LLC
	 	BT CONCEPTS EL PASO LLC
	 	BT CONCEPTS TULSA LLC
	 	BT CONCEPTS AMARILLO LLC
	 	TRUCKBURGER LLC
	 	BTB BREWING COMPANY LLC
	 	421 SW 26TH STREET LLC
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	BEER TAP MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager






 






    5


     


    








 














Lenders:


 





	 	PRAESIDIAN
                                         CAPITAL OPPORTUNITY FUND III, L.P.


 



	 	By:	Praesidian
    Capital Opportunity GP III, LLC,
        its
        General Partner

        

	 	By:	
	 	Name:	Jason
    D. Drattell
	 	Title:	Manager

        

	 	 	 
	 	PRAESIDIAN
    CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By:	Praesidian
                                         Capital Opportunity GP III, LLC,

        its
        General Partner

        

	 	By:	

        

	 	Name:	Jason
    D. Drattell
	 	Title:	Manager







 


Agent:


 





	 	PRAESIDIAN
                                         CAPITAL OPPORTUNITY FUND III, L.P.






	 	 
	 	By:	Praesidian
                                         Capital Opportunity GP III, LLC,

        its
        General Partner

        

	 	 	 
	 	By:	

        

	 	Name:	Jason
    D. Drattell
	 	Title:	Manager










 






    6


     


    

 


Schedule
2.01


 


Purchaser
Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	$	4,896,333.73	 	 	$	1,897,926.25	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	$	504,460.18	 	 	$	195,539.82	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	$	468,427.31	 	 	$	181,572.69	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	$	684,624.53	 	 	$	265,375.47	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	$	540,493.05	 	 	$	209,506.95	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	$	270,246.53	 	 	$	104,753.48	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	January 24, 2018	 	$	28,826.30	 	 	$	11,173.70	 	 	 	40,000.00	 
	Principal Amount of Series H Notes	 	March 28, 2017	 	$	79,272.31	 	 	$	30,727.69	 	 	$	110,000.00	 
	Principal Amount of Series H Notes	 	Ninth Amendment Effective Date	 	$	115,305.18	 	 	$	44,694.82	 	 	$	160,000.00	 



 








    7


     


    

 


TENTH AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENT


(Bricktown Brewery Restaurants LLC)


 


TENTH AMENDMENT (this
“Amendment”), dated as of August 3, 2018, to Note Purchase Agreement and Security Agreement, dated as of January
31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement” and
as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used herein
but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among BRICKTOWN
BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary of Borrower
party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit Parties”),
the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”), and PRAESIDIAN
CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the “Agent”).


 


WHEREAS, the Credit
Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement;


 


WHEREAS, pursuant to
the Existing Purchase Agreement, the Borrower has issued notes to the Lenders; and


 


WHEREAS, the Borrower,
Lenders, and Agent desire to extend the Maturity Date under the Purchase Agreement from June 30, 2019 to December 31, 2019 and
to provide for the issuance of the Series I Notes;


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. 
Amendments to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section Two of
this Amendment:


 


(a) Definitions.
Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below
and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Maturity
Date” shall mean December 31, 2019.


 


“Tenth
Amendment” shall mean the Tenth Amendment, dated as of August 3, 2018, to this Agreement.


 


“Tenth
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Tenth Amendment.


 



     


     


    

 


(b) Issuance
of Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01. Issuance
of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes of the series
and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 


(b) On
the Tenth Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally
and not jointly, agree that they will acquire from the Borrower, the Series I Notes which shall be substantially in the form attached
as Exhibit A hereto (the “Series I Notes”), in the principal amounts set forth on Schedule 2.01.


 


(c) Amendment
to Schedule 2.01. Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form set forth on
Schedule 2.01 hereto.


 


Section Two. 
Conditions Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective (the
“Amendment Effective Date”):


 


(a) Lenders
shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b) Lenders
shall have received the fully executed original Series I Notes;


 


(c) all
representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d) no
Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e) Credit
Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f) Lenders
shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may
be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and
purposes of this Amendment.


 


Section Three. 
Representations and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which representations
and warranties shall survive the execution, delivery and performance of this Amendment):


 


(a) it
has the power, authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment
and the Purchase Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment,
the Purchase Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated
hereby and thereby (including, without limitation, the additional Series I Notes);


 



    2


     


    

 


(b) no
consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution and delivery of this Amendment by any Credit Party or the performance of their respective
obligations under this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this
Amendment, the Purchase Agreement, the Series I Notes or the other instruments, agreements, documents and transactions contemplated
hereby to which any Credit Party is a party;


 


(c) this
Amendment, the Series I Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any
Credit Party is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each constitutes
the legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to the extent that
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d) upon
the occurrence of the Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed of
trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(e) neither
the execution and delivery of this Amendment or the Series I Notes, nor compliance with the provisions of this Amendment, the Series
I Notes or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation of any order
or decree of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or constitute a
default under, any indenture, mortgage, deed of trust, material agreement or other material instrument to which any of the Credit
Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance
upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement, or (v) violate
any provision of the Organization Documents or any capital stock or similar equity instrument of any of the Credit Parties;


 


(f) no
Default or Event of Default has occurred and is continuing on the date hereof;


 


(g) upon
the occurrence of the Tenth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage, deed
of trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(h) neither
the execution and delivery of this Amendment or the Series I Notes, nor compliance with the provisions hereof or thereof will (i)
violate any law or regulation, or (ii) result in or cause a violation of any order or decree of any court or government instrumentality,
or (iii) conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust,
material agreement or other material instrument to which any of the Credit Parties is a party or by which it may be bound, or (iv) result
in the creation or imposition of any lien, charge, or encumbrance upon any of the property of any of the Credit Parties, except
as permitted by Section 9.02 of the Purchase Agreement, or (v) violate any provision of the Organization Documents or any
capital stock or similar equity instrument of any of the Credit Parties.


 



    3


     


    

 


Section
Four. Closing. The purchase and issuance of the Series I Notes shall take place at a closing to be held at the
offices of Ice Miller LLP, 1500 Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the
Borrower shall deliver the Series I Notes to the Lenders and the Lenders shall advance amounts thereunder.


 


Section
Five. Expenses. On or prior to the Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’
reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants)
incurred in connection with (a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents
and Lenders’ due diligence investigation and (b) the transactions contemplated by this Amendment and the other Transaction
Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by
Lenders.


 


Section
Six. Confirmation; Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting
any of the existing obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any
of the Notes shall secure all Indebtedness under all of the Notes, including without limitation, all security interests in all
personal property granted pursuant to any security agreement or pledge agreement and all interests in all real property granted
pursuant to any mortgage or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of
the Purchase Agreement, shall guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower
under the Purchase Agreement and all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes”
in any Guaranty or any of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to
the Purchase Agreement and the Notes (as such terms are defined herein).


 


Section Seven. General
Provisions.


 


(a) Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase
Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention
of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes)
and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement
as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein
amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All
of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution
and delivery of this Amendment.


 


(b) The
provisions of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase
Agreement are incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature pages follow]


 




    4


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS  LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:	Chief Executive Officer


 


	Guarantors:	BT CONCEPTS LLC
	 	BT CONCEPTS SHAWNEE LLC
	 	RP OPS LLC
	 	BT CONCEPTS FORT SMITH LLC
	 	BT CONCEPTS OWASSO LLC
	 	BT CONCEPTS WICHITA, LLC
	 	BT CONCEPTS ROCK ROAD LLC
	 	BT CONCEPTS BROKEN ARROW LLC
	 	BT CONCEPTS WICHITA FALLS LLC
	 	BT CONCEPTS EL PASO LLC
	 	BT CONCEPTS TULSA LLC
	 	BT CONCEPTS AMARILLO LLC
	 	TRUCKBURGER LLC
	 	BTB BREWING COMPANY LLC
	 	421 SW 26TH STREET LLC
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	BEER TAP MANAGEMENT LLC


 


	 	By:	 
	 	Name:	James M. Burke
	 	Title:  	Manager


 


[Signature Page to Tenth Amendment to Note
Purchase Agreement and Security Agreement]


 




    5


     


    

 


Lenders:


 


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By: 	Praesidian Capital Opportunity GP III, LLC,
	 	its General Partner



 


	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager



 


	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 
	 	By: 	Praesidian Capital Opportunity GP III, LLC,
	 	its General Partner



 


	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


Agent:


 


	 	PRAESIDIAN
    CAPITAL OPPORTUNITY FUND III, L.P.
	 	 
	 	By: 	Praesidian
    Capital Opportunity GP III, LLC,
	 	its
    General Partner



 


	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[Signature Page to Tenth Amendment to Note
Purchase Agreement and Security Agreement]




 




    6


     


    

 


Schedule 2.01


 


Purchaser Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	$	4,896,333.73	 	 	$	1,897,926.25	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	$	504,460.18	 	 	$	195,539.82	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	$	468,427.31	 	 	$	181,572.69	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	$	684,624.53	 	 	$	265,375.47	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	$	540,493.05	 	 	$	209,506.95	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	$	270,246.53	 	 	$	104,753.48	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	January 24, 2018	 	$	28,826.30	 	 	$	11,173.70	 	 	 	40,000.00	 
	Principal Amount of Series G Notes	 	March 28, 2018	 	$	79,272.31	 	 	$	30,727.69	 	 	$	110,000.00	 
	Principal Amount of Series H Notes	 	May 15, 2018	 	$	115,305.18	 	 	$	44,694.82	 	 	$	160,000.00	 
	Principal Amount of Series I Notes	 	Tenth Amendment Effective Date	 	$	36,032.87	 	 	$	13,967.13	 	 	$	50,000.00	 


 






    7


     


    

 


ELEVENTH AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENT


(Bricktown Brewery Restaurants LLC)


 


ELEVENTH AMENDMENT
(this “Amendment”), dated as of January 2, 2019, to Note Purchase Agreement and Security Agreement, dated as
of January 31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement”
and as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used
herein but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among
BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary of
Borrower party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit
Parties”), the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”),
and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the
“Agent”).


 


WHEREAS, the Credit
Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement;


 


WHEREAS, pursuant to
the Existing Purchase Agreement, the Borrower has issued notes to the Lenders; and


 


WHEREAS, the Borrower,
Lenders, and Agent desire to extend the Maturity Date under the Purchase Agreement from December 31, 2019 to June 30, 2020 and
to provide for the issuance of the Series J Notes;


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section One. 
Amendments to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section Two of
this Amendment:


 


(a) Definitions.
Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the terms set forth below
and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Maturity
Date” shall mean June 30, 2020.


 


“Eleventh
Amendment” shall mean the Eleventh Amendment, dated as of January 2, 2019, to this Agreement.


 


“Eleventh
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Eleventh Amendment.


 






     


     


    

 


(b) Issuance
of Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01. Issuance
of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes of the series
and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 


(b) On
the Eleventh Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally
and not jointly, agree that they will acquire from the Borrower, the Series J Notes which shall be substantially in the form attached
as Exhibit A hereto (the “Series J Notes”), in the principal amounts set forth on Schedule 2.01.


 


(c) Amendment
to Schedule 2.01. Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form set forth on
Schedule 2.01 hereto.


 


Section Two. 
Conditions Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective (the
“Amendment Effective Date”):


 


(a) Lenders
shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b) Lenders
shall have received the fully executed original Series J Notes;


 


(c) all
representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d) no
Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e) Credit
Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f) Lenders
shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms, as may
be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions and
purposes of this Amendment.


 


Section Three. 
Representations and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which representations
and warranties shall survive the execution, delivery and performance of this Amendment):


 


(a) it
has the power, authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment
and the Purchase Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment,
the Purchase Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated
hereby and thereby (including, without limitation, the additional Series J Notes);


 






    2


     


    

 


(b) no
consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution and delivery of this Amendment by any Credit Party or the performance of their respective
obligations under this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this
Amendment, the Purchase Agreement, the Series J Notes or the other instruments, agreements, documents and transactions contemplated
hereby to which any Credit Party is a party;


 


(c) this
Amendment, the Series J Notes and the other instruments, agreements, documents and transactions contemplated hereby to which any
Credit Party is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each constitutes
the legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to the extent that
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d) upon
the occurrence of the Eleventh Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage,
deed of trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(e) neither
the execution and delivery of this Amendment or the Series J Notes, nor compliance with the provisions of this Amendment, the Series
J Notes or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation of any order
or decree of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or constitute a
default under, any indenture, mortgage, deed of trust, material agreement or other material instrument to which any of the Credit
Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance
upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement, or (v) violate
any provision of the Organization Documents or any capital stock or similar equity instrument of any of the Credit Parties;


 


(f) no
Default or Event of Default has occurred and is continuing on the date hereof;


 


Section Four. 
Closing. The purchase and issuance of the Series J Notes shall take place at a closing to be held at the offices of Ice
Miller LLP, 1500 Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the Borrower shall
deliver the Series J Notes to the Lenders and the Lenders shall advance amounts thereunder.


 


Section Five. 
Expenses. On or prior to the Eleventh Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’
reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants) incurred
in connection with (a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents and Lenders’
due diligence investigation and (b) the transactions contemplated by this Amendment and the other Transaction Documents, which
payments shall be made by wire transfer of immediately available funds to an account or accounts designated by Lenders.


 






    3


     


    

 


Section Six. 
Confirmation; Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting any of
the existing obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any of the
Notes shall secure all Indebtedness under all of the Notes, including without limitation, all security interests in all personal
property granted pursuant to any security agreement or pledge agreement and all interests in all real property granted pursuant
to any mortgage or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of the Purchase
Agreement, shall guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower under the Purchase
Agreement and all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes” in any
Guaranty or any of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to the Purchase
Agreement and the Notes (as such terms are defined herein).




 


Section Seven. General
Provisions.


 


(a) Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Purchase
Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention
of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without limitation, the Notes)
and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein. The Purchase Agreement
as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect. Except as herein
amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in all respects. All
of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall survive the execution
and delivery of this Amendment.


 


(b) The
provisions of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase
Agreement are incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature pages follow]


 




    4


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS  LLC
	 	 	 
	 	By:	 
	 	Name: 	James M. Burke
	 	Title:	Chief Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	BT CONCEPTS SHAWNEE LLC
	 	RP OPS LLC
	 	BT CONCEPTS FORT SMITH LLC
	 	BT CONCEPTS OWASSO LLC
	 	BT CONCEPTS WICHITA, LLC
	 	BT CONCEPTS ROCK ROAD LLC
	 	BT CONCEPTS BROKEN ARROW LLC
	 	BT CONCEPTS WICHITA FALLS LLC
	 	BT CONCEPTS EL PASO LLC
	 	BT CONCEPTS TULSA LLC
	 	BT CONCEPTS AMARILLO LLC
	 	TRUCKBURGER LLC
	 	BTB BREWING COMPANY LLC
	 	421 SW 26TH STREET LLC
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	BEER TAP MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Title:  	Manager


 


[Signature Page to Eleventh Amendment to
Note Purchase Agreement and Security Agreement]


 




    5


     


    

 


	Lenders:	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By:  	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 	 
	 	By:  	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager
	 	 	 
	Agent:	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By:  	Praesidian Capital Opportunity GP III, LLC,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager


 


[Signature Page to Eleventh Amendment to
Note Purchase Agreement and Security Agreement]


 




    6


     


    

 


Schedule 2.01


 


Purchaser Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	$	4,896,333.73	 	 	$	1,897,926.25	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	$	504,460.18	 	 	$	195,539.82	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	$	468,427.31	 	 	$	181,572.69	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	$	684,624.53	 	 	$	265,375.47	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	$	540,493.05	 	 	$	209,506.95	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	$	270,246.53	 	 	$	104,753.48	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	January 24, 2018	 	$	28,826.30	 	 	$	11,173.70	 	 	 	40,000.00	 
	Principal Amount of Series G Notes	 	March 28, 2018	 	$	79,272.31	 	 	$	30,727.69	 	 	$	110,000.00	 
	Principal Amount of Series H Notes	 	May 15, 2018	 	$	115,305.18	 	 	$	44,694.82	 	 	$	160,000.00	 
	Principal Amount of Series I Notes	 	August 3, 2018	 	$	36,032.87	 	 	$	13,967.13	 	 	$	50,000.00	 
	Principal Amount of Series J Notes	 	Eleventh Amendment Effective Date	 	$	144,131.48	 	 	$	55,868.52	 	 	$	200,000.00	 



 








    7


     


    

 


TWELFTH
AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENT


(Bricktown
Brewery Restaurants LLC)


 


TWELFTH
AMENDMENT (this “Amendment”), dated as of February 15, 2019, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement”
and as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used
herein but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among
BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary
of Borrower party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit
Parties”), the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”),
and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the
“Agent”).


 


WHEREAS,
the Credit Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement; and


 


WHEREAS,
pursuant to the Existing Purchase Agreement, the Borrower has issued notes to the Lenders;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section
One.  Amendments to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a)
Definitions. Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the
terms set forth below and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Twelfth
Amendment” shall mean the Twelfth Amendment, dated as of February 15, 2019, to this Agreement.


 


“Twelfth
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Twelfth Amendment.


 


(b)
Issuance of Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01.
Issuance of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes
of the series and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 


(b)
On the Twelfth Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally
and not jointly, agree that they will acquire from the Borrower, the Series K Notes which shall be substantially in the form attached
as Exhibit A hereto (the “Series K Notes”), in the principal amounts set forth on Schedule 2.01.


 




     


     


    

 


(c)
Amendment to Schedule 2.01. Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form
set forth on Schedule 2.01 hereto.


 


Section
Two.  Conditions Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective
(the “Amendment Effective Date”):


 


(a)
Lenders shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b)
Lenders shall have received the fully executed original Series K Notes;


 


(c)
all representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d)
no Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e)
Credit Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f)
Lenders shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms,
as may be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions
and purposes of this Amendment.


 


Section
Three.  Representations and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which
representations and warranties shall survive the execution, delivery and performance of this Amendment):


 


(a)
it has the power, authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment
and the Purchase Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment,
the Purchase Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated
hereby and thereby (including, without limitation, the additional Series K Notes);


 


(b)
no consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution and delivery of this Amendment by any Credit Party or the performance of their respective
obligations under this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this
Amendment, the Purchase Agreement, the Series K Notes or the other instruments, agreements, documents and transactions contemplated
hereby to which any Credit Party is a party;


 




    2


     


    

 


(c)
this Amendment, the Series K Notes and the other instruments, agreements, documents and transactions contemplated hereby to which
any Credit Party is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each
constitutes the legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to
the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d)
upon the occurrence of the Twelfth Amendment Effective Date, none of the Credit Parties is in default under any indenture, mortgage,
deed of trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(e)
neither the execution and delivery of this Amendment or the Series K Notes, nor compliance with the provisions of this Amendment,
the Series K Notes or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation
of any order or decree of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or
constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument to which any
of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge,
or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement,
or (v) violate any provision of the Organization Documents or any capital stock or similar equity instrument of any of the
Credit Parties;


 


(f)
no Default or Event of Default has occurred and is continuing on the date hereof;


 


Section
Four.  Closing. The purchase and issuance of the Series K Notes shall take place at a closing to be held at the offices
of Ice Miller LLP, 1500 Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the Borrower
shall deliver the Series K Notes to the Lenders and the Lenders shall advance amounts thereunder.


 


Section
Five.  Expenses. On or prior to the Twelfth Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’
reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants)
incurred in connection with (a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents
and Lenders’ due diligence investigation and (b) the transactions contemplated by this Amendment and the other Transaction
Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by
Lenders.


 


Section
Six.  Confirmation; Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting
any of the existing obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any
of the Notes shall secure all Indebtedness under all of the Notes, including without limitation, all security interests in all
personal property granted pursuant to any security agreement or pledge agreement and all interests in all real property granted
pursuant to any mortgage or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of
the Purchase Agreement, shall guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower
under the Purchase Agreement and all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes”
in any Guaranty or any of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to
the Purchase Agreement and the Notes (as such terms are defined herein).


 




    3


     


    

 


Section
Seven. General Provisions.


 


(a)
Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation
as to the Purchase Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is
the express intention of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without
limitation, the Notes) and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein.
The Purchase Agreement as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect.
Except as herein amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in
all respects. All of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall
survive the execution and delivery of this Amendment.


 


(b)
The provisions of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase
Agreement are incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature
pages follow]





 




    4


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.





 


 


	Borrower:	BRICKTOWN
    BREWERY RESTAURANTS LLC
	 	 	 
	 	By:	 
	 	Name:	James M. Burke 
	 	Title:
    	Chief Executive
    Officer 
	 	 	 
	Guarantors:
    	BT CONCEPTS LLC
	 	BT
    CONCEPTS SHAWNEE LLC
	 	RP
    OPS LLC
	 	BT
    CONCEPTS FORT SMITH LLC
	 	BT
    CONCEPTS OWASSO LLC
	 	BT
    CONCEPTS WICHITA, LLC
	 	BT
    CONCEPTS ROCK ROAD LLC
	 	BT
    CONCEPTS BROKEN ARROW LLC
	 	BT
    CONCEPTS WICHITA FALLS LLC
	 	BT
    CONCEPTS EL PASO LLC
	 	BT
    CONCEPTS TULSA LLC
	 	BT
    CONCEPTS AMARILLO LLC
	 	TRUCKBURGER
    LLC
	 	BTB
    BREWING COMPANY LLC
	 	421
    SW 26TH STREET LLC
	 	BT
    CONCEPTS TEXAS BEVERAGES LLC
	 	BEER
    TAP MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager


  


[Signature
Page to Twelfth Amendment to Note Purchase Agreement and Security Agreement]


 




    5


     


    

 


	Lenders:	 	 
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By: Praesidian Capital Opportunity GP III, LLC,
	 	its General Partner
	 	 	 
	 	By:	 
	 	Name: 	Jason D. Drattell 
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 	 
	 	By: Praesidian Capital Opportunity GP III, LLC,
	 	its General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager 
	 	 	 
	Agent:	 	 
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By: Praesidian Capital Opportunity GP III, LLC,
	 	its
General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason D. Drattell
	 	Title:	Manager 



 


[Signature
Page to Twelfth Amendment to Note Purchase Agreement and Security Agreement]


  




    6


     


    

 


Schedule
2.01


 


Purchaser
Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	$	4,896,333.73	 	 	$	1,897,926.25	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	$	504,460.18	 	 	$	195,539.82	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	$	468,427.31	 	 	$	181,572.69	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	$	684,624.53	 	 	$	265,375.47	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	$	540,493.05	 	 	$	209,506.95	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	$	270,246.53	 	 	$	104,753.48	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	January 24, 2018	 	$	28,826.30	 	 	$	11,173.70	 	 	 	40,000.00	 
	Principal Amount of Series G Notes	 	March 28, 2018	 	$	79,272.31	 	 	$	30,727.69	 	 	$	110,000.00	 
	Principal Amount of Series H Notes	 	May 15, 2018	 	$	115,305.18	 	 	$	44,694.82	 	 	$	160,000.00	 
	Principal Amount of Series I Notes	 	August 3, 2018	 	$	36,032.87	 	 	$	13,967.13	 	 	$	50,000.00	 
	Principal Amount of Series J Notes	 	January 2, 2019	 	$	144,131.48	 	 	$	55,868.52	 	 	$	200,000.00	 
	Principal Amount of Series K Notes	 	Twelfth Amendment Effective Date	 	$	252,230.09	 	 	$	97,769.91	 	 	$	350,000.00	 



 






    7


     


    

 


THIRTEENTH
AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENT


(Bricktown
Brewery Restaurants LLC)


 


THIRTEENTH
AMENDMENT (this “Amendment”), dated as of March 27, 2019, to Note Purchase Agreement and Security Agreement,
dated as of January 31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement”
and as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used
herein but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among
BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary
of Borrower party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit
Parties”), the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”),
and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, the
“Agent”).


 


WHEREAS,
the Credit Parties, Lenders and Agent are all of the parties to the Existing Purchase Agreement; and


 


WHEREAS,
pursuant to the Existing Purchase Agreement, the Borrower has issued notes to the Lenders;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section
One.  Amendments to Existing Purchase Agreement. Upon the satisfaction of the conditions precedent set forth in Section
Two of this Amendment:


 


(a)
Definitions. Section 1.01 of the Existing Purchase Agreement is hereby amended by amending and restating or by adding the
terms set forth below and the definitions thereof, as applicable, each in its proper alphabetical order, as follows:


 


“Thirteenth
Amendment” shall mean the Thirteenth Amendment, dated as of March 27, 2019, to this Agreement.


 


“Thirteenth
Amendment Effective Date” shall mean the Amendment Effective Date, as defined in the Thirteenth Amendment.


 


(b)
Issuance of Notes. Section 2.01 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows:


 


2.01.
Issuance of Notes. (a) On the dates set forth on Schedule 2.01 hereto, the Borrower issued to the Lenders the senior notes
of the series and in the principal amounts opposite each such Lender’s name on Schedule 2.01.


 


(b)
On the Thirteenth Amendment Effective Date, the Borrower agrees that it will issue and sell to each Lender, and the Lenders, severally
and not jointly, agree that they will acquire from the Borrower, the Series L Notes which shall be substantially in the form attached
as Exhibit A hereto (the “Series L Notes”), in the principal amounts set forth on Schedule 2.01.


 






     


     


    

 


(c)
Amendment to Schedule 2.01. Schedule 2.01 to the Existing Purchase Agreement is hereby amended and restated in the form
set forth on Schedule 2.01 hereto.


 


Section
Two.  Conditions Precedent. Upon the satisfaction of the following conditions precedent, this Amendment shall be effective
(the “Amendment Effective Date”):


 


(a)
Lenders shall have received a counterpart of this Amendment, duly executed and delivered by each of the Credit Parties;


 


(b)
Lenders shall have received the fully executed original Series L Notes;


 


(c)
all representations and warranties set forth in this Amendment shall be true and correct on and as of the effective date hereof;


 


(d)
no Default or Event of Default shall have occurred and be continuing on the date hereof unless otherwise expressly waived herein;


 


(e)
Credit Parties shall have paid to Lenders or Lenders’ designee, the expenses as provided in Section Five hereof; and


 


(f)
Lenders shall have received such further agreements, consents, instruments and documents, including, without limitation SBA forms,
as may be necessary or proper in its reasonable opinion, and in the reasonable opinion of its counsel, to carry out the provisions
and purposes of this Amendment.


 


Section
Three.  Representations and Warranties. Each Credit Party represents and warrants to Lenders as follows (all of which
representations and warranties shall survive the execution, delivery and performance of this Amendment):


 


(a)
it has the power, authority and legal right to execute and deliver this Amendment and perform its obligations under this Amendment
and the Purchase Agreement, and has taken all actions necessary to authorize the execution, delivery and performance of this Amendment,
the Purchase Agreement and the other instruments, agreements, and documents to which it is a party and the transactions contemplated
hereby and thereby (including, without limitation, the additional Series L Notes);


 


(b)
no consent of any Person (including, without limitation, stockholders or creditors of the Borrower), and no consent, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required in connection with the execution and delivery of this Amendment by any Credit Party or the performance of their respective
obligations under this Amendment or the Purchase Agreement, or the validity or enforceability against any Credit Party, of this
Amendment, the Purchase Agreement, the Series L Notes or the other instruments, agreements, documents and transactions contemplated
hereby to which any Credit Party is a party;


 






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(c)
this Amendment, the Series L Notes and the other instruments, agreements, documents and transactions contemplated hereby to which
any Credit Party is a party as contemplated hereby have been duly executed and delivered on behalf of such Credit Party, and each
constitutes the legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, except to
the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting the rights of creditors generally or equitable remedies (whether arising in a proceeding at law or in equity);


 


(d)
upon the occurrence of the Thirteenth Amendment Effective Date, none of the Credit Parties is in default under any indenture,
mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound;


 


(e)
neither the execution and delivery of this Amendment or the Series L Notes, nor compliance with the provisions of this Amendment,
the Series L Notes or the Purchase Agreement will (i) violate any law or regulation, or (ii) result in or cause a violation
of any order or decree of any court or government instrumentality, or (iii) conflict with, or result in the breach of, or
constitute a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument to which any
of the Credit Parties is a party or by which it may be bound, or (iv) result in the creation or imposition of any lien, charge,
or encumbrance upon any of the property of any of the Credit Parties, except as permitted by Section 9.02 of the Purchase Agreement,
or (v) violate any provision of the Organization Documents or any capital stock or similar equity instrument of any of the
Credit Parties;


 


(f)
no Default or Event of Default has occurred and is continuing on the date hereof;


 


Section
Four.  Closing. The purchase and issuance of the Series L Notes shall take place at a closing to be held at the offices
of Ice Miller LLP, 1500 Broadway, Suite 2401, New York, New York 10036 on the Amendment Effective Date at which time the Borrower
shall deliver the Series L Notes to the Lenders and the Lenders shall advance amounts thereunder.


 


Section
Five.  Expenses. On or prior to the Thirteenth Amendment Effective Date, the Credit Parties shall reimburse all of Lenders’
reasonable out-of-pocket expenses (including, without limitation, fees, charges and disbursements of counsel and consultants)
incurred in connection with (a) the negotiation and execution and delivery of this Amendment and the other Transaction Documents
and Lenders’ due diligence investigation and (b) the transactions contemplated by this Amendment and the other Transaction
Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by
Lenders.


 


Section
Six.  Confirmation; Amendment of other Transaction Documents. The Credit Parties confirm and agree that without limiting
any of the existing obligations of any of the Credit Parties under any of the Transaction Documents (i) all collateral for any
of the Notes shall secure all Indebtedness under all of the Notes, including without limitation, all security interests in all
personal property granted pursuant to any security agreement or pledge agreement and all interests in all real property granted
pursuant to any mortgage or deed of trust (ii) any Guaranty, including without limitation the provisions of Article 13 of
the Purchase Agreement, shall guaranty all acts, performances and obligations (payment and otherwise) when due of the Borrower
under the Purchase Agreement and all Notes, and (iii) any references to the “Purchase Agreement” and to the “Notes”
in any Guaranty or any of the other Transaction Documents shall, from and after the date hereof, be deemed to be references to
the Purchase Agreement and the Notes (as such terms are defined herein).


 






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Section
Seven. General Provisions.


 


(a)
Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation
as to the Purchase Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is
the express intention of the parties hereto to reaffirm the indebtedness created under the Purchase Agreement (including, without
limitation, the Notes) and the other documents contemplated thereby and to reaffirm the rights and obligations contained therein.
The Purchase Agreement as amended hereby and each of the other documents contemplated thereby shall remain in full force and effect.
Except as herein amended, the Purchase Agreement shall remain unchanged and in full force and effect, and is hereby ratified in
all respects. All of the representations, warranties and covenants contained in the Purchase Agreement and this Amendment shall
survive the execution and delivery of this Amendment.


 


(b)
The provisions of Sections 12.01, 12.02, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11 and 12.14 of the Existing Purchase
Agreement are incorporated herein by reference and shall apply to this Amendment and the parties hereto mutatis mutandis.


 


[Signature
pages follow]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 


	Borrower:	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Chief
    Executive Officer
	 	 	 
	Guarantors:	BT CONCEPTS LLC
	 	BT CONCEPTS SHAWNEE LLC
	 	RP OPS LLC
	 	BT CONCEPTS FORT SMITH LLC
	 	BT CONCEPTS OWASSO LLC
	 	BT CONCEPTS WICHITA, LLC
	 	BT CONCEPTS ROCK ROAD LLC
	 	BT CONCEPTS BROKEN ARROW LLC
	 	BT CONCEPTS WICHITA FALLS LLC
	 	BT CONCEPTS EL PASO LLC
	 	BT CONCEPTS TULSA LLC
	 	BT CONCEPTS AMARILLO LLC
	 	TRUCKBURGER LLC
	 	BTB BREWING COMPANY LLC
	 	421 SW 26TH STREET LLC
	 	BT CONCEPTS TEXAS BEVERAGES LLC
	 	BEER TAP MANAGEMENT LLC
	 	 
	 	By:	 
	 	Name:	James
    M. Burke
	 	Title:	Manager


 


[Signature Page to Thirteenth Amendment
to Note Purchase Agreement and Security Agreement]


 




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	Lenders:	 	 
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By:
    Praesidian Capital Opportunity GP III, LLC,
	 	 	its
    General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason
    D. Drattell
	 	Title:	Manager
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, L.P.
	 	 	 
	 	By:
    Praesidian Capital Opportunity GP III, LLC,
	 	 	its
    General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason
    D. Drattell
	 	Title:	Manager
	 	 	 
	Agent:	 	 
	 	 	 
	 	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, L.P.
	 	 	 
	 	By:
    Praesidian Capital Opportunity GP III, LLC,
	 	 	its
    General Partner
	 	 	 
	 	By:	 
	 	Name:	Jason
    D. Drattell
	 	Title:	Manager


 


[Signature
Page to Thirteenth Amendment to Note Purchase Agreement and Security Agreement]


 




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Schedule
2.01


 


Purchaser
Schedule


 


	 	 	ISSUE DATE	 	FUND III	 	 	FUND III-A	 	 	TOTAL	 
	Principal Amount of January 2015 Notes	 	January 31, 2015	 	$	4,896,333.73	 	 	$	1,897,926.25	 	 	$	6,794,259.98	 
	Principal Amount of Series A Notes	 	April 24, 2015	 	$	504,460.18	 	 	$	195,539.82	 	 	$	700,000.00	 
	Principal Amount of Series B Notes	 	January 8, 2016	 	$	468,427.31	 	 	$	181,572.69	 	 	$	650,000.00	 
	Principal Amount of Series C Notes	 	February 22, 2016	 	$	684,624.53	 	 	$	265,375.47	 	 	$	950,000.00	 
	Principal Amount of Series D Notes	 	May 18, 2016	 	$	540,493.05	 	 	$	209,506.95	 	 	$	750,000.00	 
	Principal Amount of Series E Notes	 	January 12, 2017	 	$	270,246.53	 	 	$	104,753.48	 	 	$	375,000.00	 
	Principal Amount of Series F Notes	 	January 24, 2018	 	$	28,826.30	 	 	$	11,173.70	 	 	 	40,000.00	 
	Principal Amount of Series G Notes	 	March 28, 2018	 	$	79,272.31	 	 	$	30,727.69	 	 	$	110,000.00	 
	Principal Amount of Series H Notes	 	May 15, 2018	 	$	115,305.18	 	 	$	44,694.82	 	 	$	160,000.00	 
	Principal Amount of Series I Notes	 	August 3, 2018	 	$	36,032.87	 	 	$	13,967.13	 	 	$	50,000.00	 
	Principal Amount of Series J Notes	 	January 2, 2019	 	$	144,131.48	 	 	$	55,868.52	 	 	$	200,000.00	 
	Principal Amount of Series K Notes	 	February 15, 2019	 	$	252,230.09	 	 	$	97,769.91	 	 	$	350,000.00	 
	Principal Amount of Series L Notes	 	Thirteenth Amendment Effective Date	 	$	133,321.62	 	 	$	51,678.38	 	 	$	185,000.00	 



 


 


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