Exhibit 10.9


 


BRICKTOWN BREWERY RESTAURANTS LLC


1101 W. Waterloo Road


Edmond, OK 73025


 


December 28, 2014


 


Praesidian Capital Opportunity Fund III, LP


Praesidian Capital Opportunity Fund III-A, LP


419 Park Avenue South


New York, New York 10016


 


Attn: Jason D. Drattell


 


		Re:	Management Rights



 


Ladies and Gentlemen:


 


You have requested that Bricktown Brewery Restaurants LLC, an
Oklahoma limited liability company (the “Borrower”), grant certain management rights to Praesidian Capital Opportunity
Fund III, LP and Praesidian Capital Opportunity Fund III-A, LP (each, an “Investor”) so that the purchase by
the Investor of (i) certain promissory notes of the Borrower (the “Notes”) pursuant to the Note Purchase Agreement
and Security Agreement, dated as of the date hereof, among the Borrower, the Investor and the other parties thereto, as such agreement
may be amended, supplemented or otherwise modified from time to time (the “Purchase Agreement”) and (ii) certain
Units of the Borrower (collectively, the “Shares”), may each qualify as a “venture capital investment”
as described in clause (d)(3)(i) of the U.S. Department of Labor Regulations § 2510.3-101 (the “DOL Regulation”).
This letter will confirm our agreement that the Investor will be entitled to the contractual management, information and other
rights enumerated below:


 


(1) The
Borrower and its subsidiaries shall provide to the Investor true and correct copies of all documents, reports, financial data and
other information as the Investor may reasonably request. Additionally, the Borrower shall permit any authorized representatives
designated by the Investor to visit and inspect any of the properties of the Borrower and its subsidiaries, including its and their
books of account, and to discuss its and their affairs, finances and accounts with its and their officers, all at such times as
the Investor may reasonably request.


 


(2) At
any time during which the Investor does not have the direct contractual right to designate a representative to serve on the Board
of Directors of Borrower (the “Borrower Board”), the Investor shall have the right to designate one (1) observer
who shall be entitled to attend all meetings of the Borrower Board (and all committees thereof) and receive copies of all materials
provided to the Borrower Board, including, without limitation, notices, minutes, consents and any and all other materials provided
to members of the Borrower Board, provided that such observer shall have no voting rights with respect to actions taken or elected
not to be taken by the Borrower Board. Such representative may participate in discussions of matters brought to the Borrower Board
and may address the Borrower Board with respect to the Investor’s concerns regarding business issues facing the Borrower
Board.


 






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(3) The
Investor (or any authorized representative designated by the Investor) shall have the right to consult with and advise the management
of the Borrower and its subsidiaries, upon reasonable notice at reasonable times from time to time, on all matters relating to
the operation of the Borrower and its subsidiaries.


 


(4) The
Borrower shall provide the Investor with all financial information and inspection rights provided to “Lenders” (as
defined in the Purchase Agreement) under the Purchase Agreement. The rights of Investor set forth in this letter are in addition
to, and not in limitation, of the rights of the Investor under the Purchase Agreement.


 


This letter may not be amended except by a written instrument
signed by the Investor and the Borrower.


 


The Borrower hereby further agrees that if legal counsel for
the Investor reasonably concludes that the rights granted hereby should be altered to preserve the qualification of the Investor
as a “venture capital operating company” or the Investor’s investment in the Borrower as a “venture capital
investment”, in each case, as defined in the DOL Regulation or otherwise to ensure that the assets of the Investor are not
considered “plan assets” for purposes of the Employee Retirement Income Security Act of 1974, as amended, the Borrower
will agree to amendments to this letter to effect such alterations; provided that no such alteration would result in a material
adverse effect on the operation or business of the Borrower.


 


The rights of Investor described herein shall terminate and
be of no further force or effect upon, subject to the other terms hereof, the Investor no longer holding any securities (whether
debt or equity) of the Borrower.


 


If the Borrower engages in a restructuring or similar transaction,
any resulting entity or entities shall be subject to this Agreement in the same manner as the Borrower, as applicable.


 


The Borrower hereby further agrees that the Investor may transfer
the rights granted to it hereunder to any person or entity to whom it transfers all or any of the securities (whether debt or equity)
of the Borrower held by the Investor.


 


[Signature Pages to Follow]


 




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Very truly yours,


 


	BRICKTOWN BREWERY RESTAURANTS LLC
	 	 	 
	By:	 	 
	Name: 	William C. Liedtke III	 
	Title:	Vice President	 


 


 


 


[MANAGEMENT RIGHTS LETTER – FUND III]


 




     


     


    

 


ACKNOWLEDGED AND ACCEPTED:


 


	Praesidian Capital Opportunity Fund III, LP
	 	 	 
	By:	Praesidian Capital Opportunity GP III, LLC, its General Partner
	 	 	 
	By:		 
	Name: 	Jason D. Drattell	 
	Title:	Manager	 
	 	 	 
	Praesidian Capital Opportunity Fund III-A, LP
	 	 	 
	By:	Praesidian Capital Opportunity GP III, LLC, its General Partner
	 	 	 
	By:		 
	Name: 	Jason D. Drattell	 
	Title:	Manager