Exhibit 10.7


 


PLEDGE
AGREEMENT


 


PLEDGE
AGREEMENT, dated as of December 28, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
by and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company,(the “Borrower”),
each Pledgor, as hereinafter defined, and PRAESIDIAN Capital Opportunity Fund III,
LP, a Delaware limited partnership (“Fund III”), in its capacity as agent (in such capacity, the “Agent”)
for the lenders (the “Lenders”) identified in and from time to time party to the Purchase Agreement
described below.


 


WHEREAS,
pursuant to the terms of the Note Purchase Agreement and Security Agreement (the “Purchase Agreement”),
dated as of the date hereof, by and among the Borrower, each subsidiary of the Borrower from time to time party thereto, Fund
III, in its individual capacity and its capacity as agent thereunder, and Praesidian Capital Opportunity Fund III-A, LP, a Delaware
limited partnership, the Lenders will, subject to the terms and conditions thereof, acquire from the Borrower, Senior Notes in
the principal amount of $6,794,259.99 (collectively, the “Notes”);


 


WHEREAS,
the Pledgors are the record and beneficial owners of the Pledged Equity Interests; and


 


WHEREAS,
it is a condition to the obligation of the Lenders to purchase the Notes from the Borrower under the Purchase Agreement that
the Pledgors shall have executed and delivered this Agreement to the Agent.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties
hereto hereby agree as follows:


 


ARTICLE
1.


 


DEFINITIONS


 


Capitalized
terms used herein and not otherwise defined shall have the meanings assigned thereto in the Purchase Agreement. As used in this
Agreement the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used
in the plural and vice versa):


 


“Collateral”
shall mean the Pledged Equity Interests and the Proceeds.


 


“Event
of Default” shall have such meaning as is ascribed to such term in the Purchase Agreement.


 


“New
York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Obligations”
shall have the meaning ascribed to that term in the Purchase Agreement.


 






     


     


    

 


“Pledged
Equity Interests” shall mean all of the Pledgors’ now existing and hereafter arising interests in and to all
of the capital stock and other equity securities of or joint venture interests in the Subsidiaries (and any option, rights and
other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities
of the Subsidiaries), whether now existing or owned or hereafter created or acquired, wherever located, including substitutions,
accessions, additions and replacements thereto and thereof, together with all instruments, Stock Certificates, undated stock powers
executed in blank covering the Stock Certificates and other documents evidencing ownership thereof, and including such instruments
of evidence of Pledgors’ ownership of interests in Subsidiaries which are limited liability companies, limited liability
partnerships or other entities that are not corporations and instruments of transfer therefor.


 


“Pledgor”
means (i) the Borrower, (ii) each Subsidiary of the Borrower initially a signatory to this Agreement, and (iii) each Person
that becomes a party to this Agreement pursuant to Section 7.18 hereof.


 


“Proceeds”
shall mean all “proceeds” as such term is defined in the UCC.


 


“Stock
Certificate” shall mean a certificate evidencing ownership of any Pledged Equity Interests.


 


“Subsidiary”
means any direct or indirect subsidiary of any of the Pledgors.


 


“Termination
Date” shall have the meaning ascribed to that term in Section 7.11 hereof.


 


“UCC”
means the Uniform Commercial Code (as amended from time to time) of any state which is applicable to the granting, attachment,
perfection, priority or enforcement of a security interest in, and the rights of a secured party to, the Collateral or any portion
thereof.


 


References
to “Sections” or “Schedules” shall be to Sections or Schedules of this Agreement unless otherwise specifically
provided. For purposes hereof, when used herein, the words “including” or “include” shall be understood
to mean “including, without limitation” or “include, without limitation” and the term “or”
shall not be exclusive. Any of the terms defined in Article 1 may, unless the context otherwise requires, be used in the singular
or the plural depending on the reference. All references to statutes and related regulations shall include any amendments of same
and any successor statutes and regulations.


 


ARTICLE
2.


 


GRANT OF SECURITY INTEREST


 


As
security for the payment and performance of the Obligations, each Pledgor hereby grants to the Agent, for the benefit of the Lenders,
a continuing security interest in and a general lien upon the Collateral.


 






     


     


    

 


ARTICLE
3.


 


REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS


 


The
Pledgors hereby, jointly and severally, represent and warrant to, and covenant and agree with, the Agent, for the benefit of the
Lenders, that:


 


Section
3.01. Title; No Other Liens. Except for the Liens granted to the Agent for the benefit of the Lenders pursuant to this
Agreement and the Permitted Liens, the Pledgors own each item of the Collateral free and clear of any and all Liens or claims
of others. The Pledgors are the sole legal, record and beneficial owner of, and have good and marketable title to, the Pledged
Equity Interests. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral
is on file or of record in any public office, except such as may have been filed in favor of the Agent, for the benefit of the
Lenders, pursuant to this Agreement or as permitted by the Purchase Agreement and the other Transaction Documents. Other than
the interests evidenced by the Stock Certificates listed on Schedule 3.01 and the Pledged Membership Interests (as defined
below) listed on Schedule 3.02, the Pledgors own no other interest in the Subsidiaries.


 


Section
3.02. Pledged Equity Interests. The Pledged Equity Interests listed on Schedule 3.02 constitute all of the issued
and outstanding shares of capital stock and other equity securities of the Pledgors in the Subsidiaries. No shares of capital
stock or other equity securities have been issued by any Subsidiary that are not evidenced by a Stock Certificate listed on Schedule
3.02 except for membership, partnership or joint venture interests in any entity which is described on Schedule 3.02
as a limited liability company, partnership or joint venture (the “Pledged Membership Interests”). All
of the Pledged Equity Interests have been duly and validly issued and are fully paid and nonassessable. There are no options,
rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity
securities of any Subsidiary that are outstanding on the date hereof except as permitted under the Purchase Agreement.


 


Section
3.03. Perfected Liens. Upon the delivery of the Stock Certificates listed on Schedule 3.01 together with undated
stock powers executed in blank covering such Stock Certificates and, with respect to the Pledged Membership Interests, upon the
filing of UCC-1 Financing Statements with the Secretary of State of the State of Delaware with respect to Borrower and the state
of formation of each other Pledgor, that adequately describe or include same, the Liens granted pursuant to this Agreement shall
constitute perfected Liens on the Collateral in favor of the Agent, for the benefit of the Lenders, which, except for Permitted
Liens, are prior to all other Liens on the Collateral created by the Pledgors. Without limiting the foregoing, each Pledgor has
taken all actions that the Agent deems necessary in its reasonable judgment to establish the Agent’s “control”
(within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Collateral constituting Certificated
Securities (as defined in the New York UCC).


 






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Section
3.04. Further Assurances; Financing Statements. At any time and from time to time, the Pledgors shall, and the Pledgors
shall cause each of the Subsidiaries to, at their own cost and expense, execute and deliver to the Agent such financing statements
pursuant to the UCC, or amendments or continuations thereof, and such other agreements, instruments, certificates and other documents,
and take such other actions, as may be necessary or desirable, in the reasonable opinion of the Agent, to further evidence, effect
or perfect, or preserve the grant, perfection or priority of, the Liens created by this Agreement, or to otherwise effectuate
the purposes of this Agreement. To the extent permitted by Applicable Law, the Pledgors hereby authorize the Agent to execute
and file at any time or times one or more financing statements pursuant to the UCC with respect to any or all of the Collateral.
The Pledgors hereby agree that a carbon, photographic or other reproduction of this Agreement or of a financing statement shall
be sufficient as a financing statement.


 


Section
3.05. Disposition of Collateral. Except as expressly permitted by the Purchase Agreement or with the Agent’s prior
written consent, no Pledgor shall sell, lease, assign, transfer or otherwise dispose of any of the Collateral.


 


Section
3.06. Reports. Each Pledgor shall report, in form and substance satisfactory to the Agent, such information as the Agent
may request from time to time regarding the Collateral.


 


Section
3.07. Former or Fictitious Names. All corporate or fictitious names and tradenames used by each Pledgor or by which each
Pledgor has been known during the preceding five years is set forth on Schedule 3.08. No Pledgor shall use any corporate
or fictitious names other than those set forth with respect to such Pledgor on Schedule 3.08, unless (i) such Pledgor shall
have given the Agent at least thirty (30) days’ prior written notice, (ii) such Pledgor shall have executed and delivered
such financing statements and other agreements, instruments, certificates and other documents, and taken such other actions as
requested by the Agent, as may be necessary or desirable, in the opinion of the Agent, to perfect or preserve the Liens created
by this Agreement, (iii) such financing statements shall have been duly filed under the UCC of each jurisdiction necessary or
desirable to perfect or preserve the Liens created by this Agreement and (iv) such change will not impair in any respect the grant,
perfection or priority of the Liens created by this Agreement.


 


Section
3.08. Delivery and Marking of Certain Collateral. The Pledgors shall, upon the request of the Agent, (i) deliver and pledge
to the Agent, duly endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the
Agent may reasonably request, any and all instruments, documents, Stock Certificates and chattel paper that are included in the
Collateral, and (ii) keep and stamp or otherwise mark any and all documents and its books and records relating to the Collateral
to evidence this Agreement and the Liens granted hereby.


 


Section
3.09. Notices. Each Pledgor shall advise the Agent promptly, in reasonable detail, at its address set forth in the Purchase
Agreement, or if not set forth therein, at the address set forth below the signature block of such party in this Agreement, of
any Lien (other than Permitted Liens) on, or claim asserted against, any of the Collateral.


 






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Section
3.10. Certain Additional Covenants.


 


(a)
If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Stock Certificate
(including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification
or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate
evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent
and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required,
together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor
and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional
Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary
shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in
respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests
pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization
thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral.
If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital
or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds
of such Pledgor, as additional Collateral.


 


(b)
The Pledgors shall not vote to enable, or take any other action to permit, any Subsidiary to issue any capital stock or other
equity securities or to issue any options, rights or other securities convertible into or granting the right to purchase or exchange
for any capital stock or other equity securities of any Subsidiary, except for such transactions, if any, as are permitted pursuant
to Article 9 of the Purchase Agreement. Each Pledgor shall defend the right, title and interest of the Agent in and to the Collateral
against the claims and demands of all Persons whomsoever.


 


(c)
In the event that any Pledgor shall acquire any other interest in the Subsidiaries, in each case directly or indirectly, prior
to the Termination Date, then at such time, and at such Pledgor’s cost and expense, such Pledgor shall (x) grant to the
Agent the same rights in such after-acquired interests as are granted to the Agent herein with respect to the Collateral and (y)
execute and deliver such modifications to this Agreement and to all other documents entered into by such Pledgor in connection
herewith which may be necessary or desirable to evidence the granting to the Agent of such rights.


 


ARTICLE
4.


 


CASH DIVIDENDS; VOTING RIGHTS


 


Notwithstanding
anything to the contrary contained herein, unless an Event of Default shall have occurred and be continuing, the Pledgors shall
be permitted to receive all cash dividends paid in the normal course of business of the Subsidiaries, in each case in respect
of the applicable Pledged Equity Interests and to exercise all voting and corporate rights with respect to such Pledged Equity
Interests; provided, however, that (i) dividends may be paid and may be retained only to the extent permitted by
the Purchase Agreement, and (ii) no vote shall be cast or corporate right exercised or other action taken which, in the Agent’s
sole discretion, would impair in any respect the grant, perfection or priority of the Liens created hereby or the value of the
Collateral, or which would be inconsistent with or result in any violation of any provision of this Agreement or the Purchase
Agreement (it being understand that nothing herein shall limit the ability of the Borrower to repay the Notes in full or discharge
the Obligations; it being further understood that nothing herein shall limit the ability of the Pledgors to receive dividends
and/or distributions).


 






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ARTICLE
5.


RIGHTS AND REMEDIES UPON DEFAULT


 


If
an Event of Default shall occur and be continuing, the Agent and the Lenders shall have all of the following rights and remedies,
in addition to all other rights and remedies set forth in other sections of this Agreement, in the other Transaction Documents,
or provided at law or in equity or otherwise:


 


Section
5.01. Rights Under UCC. Notwithstanding anything to the contrary contained herein, in addition to all of the rights and
remedies contained in this Agreement, in the other Transaction Documents, or provided at law or in equity or otherwise, the Agent
and the Lenders shall have all rights and remedies of a secured party under the UCC.


 


Section
5.02. Action Pending Disposition. Until the Agent is able to effect a sale or other disposition of the Collateral, the
Agent shall have the right to use or take such action with respect to the Collateral, or any part thereof, as it deems appropriate
for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent
shall have no obligation to any Pledgor to maintain or preserve the rights of any Pledgor as against third parties with respect
to the Collateral while the Collateral is in the possession of the Agent. The Agent may, if it so elects, seek the appointment
of a receiver or keeper to take possession of the Collateral and to enforce any of the Agent’s remedies with respect to
such appointment without prior notice or hearing.


 


Section
5.03. Dividends and Voting Rights.


 


(a)
If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to
the Pledgors, (i) the Agent shall have the right to receive any and all dividends and other distributions paid in respect of the
applicable Pledged Equity Interests and make application thereof to the Obligations in such order as the Agent may determine,
and (ii) all Pledged Equity Interests shall be registered in the name of the Agent or its nominee, and the Agent or its nominee
may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting
of shareholders or interest holders of the Pledgors or the Subsidiaries, as applicable, or otherwise and (B) any and all rights
of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests
as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of such Pledged Equity
Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure
of the Pledgors or the Subsidiaries, as applicable, or upon the exercise by such Pledgor or the Agent of any right, privilege
or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all
of the Stock Certificates with any committee, depositary, transfer agent, registrar or other designated agency upon such terms
and conditions as it may determine), all without inability except to account for property actually received by it.


 






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(b)
The rights of the Agent hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy
against the Pledgors, the Subsidiaries or against any other Person which may be or become liable in respect of all or any part
of the Obligations or against any Collateral, guarantee therefor or right of offset with respect thereto.


 


Section
5.04. Remedies. If an Event of Default shall occur and be continuing, the Agent may forthwith collect, receive, appropriate,
and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels
at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Agent
or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Agent shall have the right upon any such public sale or sales,
and, to the extent permitted by Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby waived and released.
The Agent shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof
or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the
Agent hereunder, including reasonable attorneys’ fees and expenses, to the payment in whole or in part of the obligations,
in such order as the Agent may elect. To the extent permitted by Applicable Law, each Pledgor waives all claims, damages and demands
it may acquire against the Agent arising out of the exercise of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by Applicable Law, such notice shall be deemed reasonable and proper if given at least
five days before such sale or other disposition.


 


Section
5.05. Sale Rights; Private Sales.


 


(a)
Each Pledgor recognizes that the Agent may be unable to effect a public sale of any or all the Pledged Equity Interests, by reason
of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”),
and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted
group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment
and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may
result in terms less favorable to such Pledgor and the Agent than if such sale were a public sale and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. After providing the Pledgors
with such notice, if any, as required by Applicable Law, the Agent shall be under no obligation to delay a sale of any of the
Pledged Equity Interests for the period of time necessary to permit the Pledgors or the Subsidiaries, as applicable, to register
such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgors or the
Subsidiaries, as applicable, would agree to do so.


 






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(b)
The Pledgors further agree to use their respective commercially reasonable efforts to do or cause to be done all such other acts
as may be necessary to make such sale or sales of all or any portion of the Pledged Equity Interests pursuant to this Agreement
valid and binding and in compliance with any and all other Applicable Laws of any and all Governmental Authorities having jurisdiction
over any such sale or sales, all at the Pledgors’ cost and expense. The Pledgors further agree that a breach of any of the
covenants contained in this Section will cause irreparable injury to the Agent, that the Agent has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable
against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance
of such covenants except for a defense that no Event of Default has occurred or is continuing.


 


Section
5.06. Power of Attorney. To enable the Agent to effect any sale or other disposition permitted under this Agreement, if
an Event of Default shall occur and be continuing, each Pledgor hereby agrees to make and appoint the Agent as its true and lawful
attorney, in its name, place and stead, and for its account and risk, to make, execute and deliver any and all assignments or
other agreements, instruments, certificates and other documents which the Agent may deem necessary or desirable to effectuate
the authority hereby conferred by signing the same as its attorney-in-fact, as may be deemed by the Agent to be necessary or desirable
in connection with any sale or other disposition of all or any part of the Collateral. The foregoing power of attorney is coupled
with an interest and shall be a continuing one and irrevocable until the Termination Date.


 


Section
5.07. Waiver of Bond. In connection with the foregoing remedies, the Pledgors and the Agent hereby waive the posting of
any bond which might otherwise be required.


 


Section
5.08. Waiver of Claims. To the extent permitted by Applicable Law, each Pledgor waives all claims, damages and demands
that it may acquire against the Agent arising out of the exercise by the Agent of any rights hereunder; provided, however,
that each Pledgor does not waive any claims, damages and demands arising from the Agent’s gross negligence or willful misconduct.
The Agent may exercise all rights and remedies contained in this Agreement, in other Transaction Documents, or provided at law
or in equity or otherwise, without demand of performance or other demand, presentment, protest, advertisement or notice of any
kind (except any notice required by law and expressly provided herein) to or upon the Pledgors or any other Person (all and each
of which demands, defenses, advertisements and notices are hereby waived).


 


Section
5.09. Irrevocable Authorization and Instruction to Subsidiaries. The Pledgors hereby irrevocably authorize and instruct
the Subsidiaries, if an Event of Default shall occur and be continuing, to comply with any instruction received by such party
from the Agent in writing, without any other or further instructions from the applicable Pledgor, and the Pledgors agree that
the Subsidiaries, shall be fully protected in so complying.


 






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ARTICLE
6.


 


LENDERS’ EXPENSES


 


Without
limiting any Pledgor’s obligations under the Purchase Agreement or the other Transaction Documents, each Pledgor shall be
jointly and severally liable to the Agent and the Lenders for any reasonable out of pocket costs and expenses (including all reasonable
fees and disbursements of external counsel to the Agent and the Lenders) incurred by the Agent or the Lenders which may arise
under, out of, or in connection with, this Agreement, the Notes, any other Transaction Document and any other document made, delivered
or given in connection therewith or herewith, whether on account of principal, interest, guaranties, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise, and any and all reasonable sums, costs and expenses which the Agent or the Lenders
may pay or incur pursuant to the provisions of this Agreement or in defending, protecting or enforcing the Liens granted herein
or otherwise in connection with the provisions hereof, in each case including (i) all search, filing and recording fees and expenses,
(ii) all fees and expenses for the service and filing of papers, fees of marshals, sheriffs, custodians, auctioneers and others,
reasonable travel expenses, court costs and collection charges, and (iii) all fees and expenses, appraisal fees, taxes, levies
and reasonable attorneys’ and accountants’ fees and expenses (x) in connection with the repossession, holding, preparation
for sale and sale of the Collateral, (y) with respect to, or resulting from any delay in paying, any and all excise, sales or
other taxes which may be payable or determined to be payable with respect to any of the Collateral, or (z) with respect to, or
resulting from, any delay in complying with any Requirement of Law applicable to any of the Collateral. All such liabilities shall
be part of the Obligations and shall be payable upon demand.


 


ARTICLE
7.


 


MISCELLANEOUS


 


Section
7.01. Authority of Agent and Lenders. As between the Agent, Lenders and each Pledgor, the Agent and Lenders shall be conclusively
presumed to be acting with full and valid authority so to act or refrain from acting, and each such Pledgor shall not be under
any obligation, or entitlement, to make any inquiry respecting such authority.


 


Section
7.02. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral
are irrevocable and powers coupled with an interest.


 


Section
7.03. Limitation on Duties Regarding Preservation of Collateral. The Agent’s sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it
in the same manner as the Agent deals with similar property for its own account. Neither the Agent nor any of its respective directors,
officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral
or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request
of any Pledgor or otherwise.


 


Section
7.04. Payment of Dollars. The Pledgors shall make any payment required to be made hereunder in lawful money of the United
States of America and in immediately available funds to the Agent, for the benefit of the Lenders.


 






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Section
7.05. Amendments and Waivers; Remedies Cumulative. No amendment, modification, termination or waiver of any provision of
this Agreement shall be effective unless the same shall be in writing signed by the Agent (with the consent of the Required Lenders,
or if required by the Purchase Agreement, all the Lenders) and the Pledgors. No failure on the part of the Agent or the Lenders
to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further
exercise thereof or the exercise of any other right.


 


All
remedies set forth in this Agreement and the other Transaction Documents, or provided at law or in equity, are cumulative.


 


Section
7.06. Survival. The obligations of the Pledgors under Article 6 shall survive the termination of this Agreement.


 


Section
7.07. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns except that (x) no Pledgor may assign its rights or obligations hereunder without the written consent of
the Agent (and any such assignment or transfer without such consent shall be null and void) and (y) the Agent and the Lenders
may assign their rights or obligations hereunder except to the extent prohibited by the Purchase Agreement. No sales, assignments,
transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or
interest therein shall in any manner impair the Lien granted to the Agent, for its benefit and the benefit of the Lenders, hereunder,
subject to the rights of any such assignee.


 


Section
7.08. Notices. All notices, approvals, requests, demands and other communications hereunder to be delivered to any Pledgor
and all notices, approvals, requests, demands and other communications hereunder shall be given in accordance with the notice
provision of the Purchase Agreement.


 


Section
7.09. Setoff. Each Pledgor agrees that, in addition to (and without limitation of) any right of setoff, banker’s
lien or counterclaim a Agent may otherwise have, the Agent shall be entitled, at its option, to offset balances (general or special,
time or demand, provisional or final) held by it for the account of the Pledgors at any of the Agent’s offices, in Dollars
or in any other currency, against any amount payable by the Pledgors to the Agent, for the benefit of the Lenders, under this
Agreement which is not paid when due (regardless of whether such balances are then due to the Pledgors), in which case it shall
promptly notify the Pledgors and the Agent thereof; provided that the Agent’s failure to give such notice shall not
affect the validity thereof. Payments by any Pledgor under any Transaction Document shall be made without setoff or counterclaim.


 






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Section
7.10. JURISDICTION; JURY TRIAL; WAIVER.


 


(a)
EACH PLEDGOR HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 PLEDGOR 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 PLEDGOR 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 SECTION 12.02 OF THE PURCHASE AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.


 


(b)
EACH PLEDGOR 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, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH PLEDGOR (I) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT THE AGENT 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


 


To
the extent that any Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
(whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its Property, such Pledgor hereby irrevocably waives such immunity in respect of its obligations under this Agreement
and the other Transaction Documents.


 


Section
7.11. Termination. This Agreement and the security interest granted hereby shall terminate when all of the Obligations
have been indefeasibly paid in full (the “Termination Date”). Upon such termination, the Agent hereby
agrees, at the request of and at the sole cost and expense of Pledgors, to execute and deliver such documents as are reasonably
necessary to release their Liens in the Collateral and shall return the Collateral to the Pledgors.


 


Section
7.12. Headings. The headings and captions hereunder are for convenience only and shall not affect the interpretation or
construction of this Agreement.


 


Section
7.13. Severability. The provisions of this Agreement are intended to be severable. If for any reason any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.


 






    10


     


    

 


Section
7.14. 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.


 


Section
7.15. WAIVER OF CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW EACH PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM
OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION
TO, ACTUAL DAMAGES. EACH PLEDGOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES
A MATERIAL INDUCEMENT FOR THE AGENT TO ACCEPT THIS AGREEMENT AND FOR THE LENDERS TO MAKE THE LOANS AND OTHER EXTENSIONS OF CREDIT
PURSUANT TO THE PURCHASE AGREEMENT.


 


Section
7.16. 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. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject
matter hereof.


 


Section
7.17. General Terms and Conditions. In addition to and without limitation of any of the foregoing, this Agreement shall
be deemed to be a Transaction Document and shall otherwise be subject to all of the general terms and conditions contained in
Article 12 of the Purchase Agreement, mutatis mutandi.


 


Section
7.18. Additional Pledgors. It is understood and agreed that any Subsidiary that desires to become a Pledgor hereunder,
or is required to become a party to this Agreement after the date hereof pursuant to the requirements of the Purchase Agreement
or any other Transaction Document, shall become a Pledgor hereunder by (x) executing a joinder agreement in form and substance
satisfactory to the Agent, (y) delivering supplements to Schedules hereto as are necessary to cause such Schedules to be complete
and accurate with respect to such additional Pledgor on such date and (z) taking all actions as specified in this Agreement as
would have been taken by such Pledgor had it been an original party to this Agreement, in each case with all documents required
above to be delivered to the Agent and with all documents and actions required above to be taken to the reasonable satisfaction
of the Agent.


 


[Remainder
of Page Intentionally Left Blank]


 




    11


     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.


 


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


 




     


     


    

 


	 	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 PLEDGE AGREEMENT]


 






     


     


    

 


SCHEDULE
3.01


 


Stock
Certificates


 


None


 




     


     


    

 


SCHEDULE
3.02


 


Pledged
EQUITY INTERESTS


 


	 	 	NO. OF	 
	 	 	PLEDGED UNITS	 
	COMPANY	 	OR INTERESTS	 
	BT Concepts LLC	 	 	100	%
	BT Concepts Shawnee LLC	 	 	100	%
	BT Concepts Edmond LLC	 	 	50	%
	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	%
	3Horse Productions LLC	 	 	50	%



 




     


     


    

 


SCHEDULE
3.08


 


FORMER
OR FICTITIOUS NAMES


 


None