Exhibit 10.5


  


	COMMERCIAL LINE OF CREDIT

                                                         AGREEMENT AND NOTE
	SPIRITBANK MEMORIAL

                                                         9618 S MEMORIAL

                                                         Tulsa, Oklahoma 74133

                                                         (918)298-9618
	 


  


	LOAN NUMBER	 	AGREEMENT DATE	 	LOAN TERM	 	LINE OF CREDIT
    LIMIT	 	DRAW EXPIRATION
    DATE	 	MATURITY DATE
	1612000008	 	December 5, 2016	 	12 months	 	$250,000.00	 	December 5, 2017	 	December 5, 2017
	 	 	 	 	 	 	 	 	 	 	 
	LOAN PURPOSE: 57 Operating/Working Capital



 


BORROWER
INFORMATION


 


Bricktown
Brewery Restautants LLC


14504 Hertz Quail Springs Pkwy


Oklahoma City, OK 73134-2629


  


 


LINE
OF CREDIT AGREEMENT AND NOTE. This Commercial Line of Credit Agreement and Note will be referred to in this document as the
“Agreement.”


 


LENDER.
“Lender” means SPIRITBANK MEMORIAL whose address is 9618 S MEMORIAL, Tulsa, Oklahoma 74133,
its successors and assigns.


 


BORROWER.
“Borrower” means each person or legal entity who signs this Agreement.


 


PROMISE
TO PAY. For value received, receipt of which is hereby acknowledged, on demand by Lender, or if no demand is made, on or before
the Maturity Date, the Borrower promises to pay the principal amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)
or such lesser amount as shall have been advanced by Lender, from time to time, to or on behalf of Borrower under the terms
of this Agreement, and all interest on the outstanding principal balance and any other charges, including service charges, to
the order of Lender at its office at the address noted above or at such other place as Lender may designate in writing. The Borrower
will make all payments in lawful money of the United States of America.


 


PAYMENT
SCHEDULE. This Agreement will be paid according to the following required payment schedule: Beginning on January 5, 2017,
monthly payments of accrued and unpaid interest. The unpaid principal balance of this Note, together with all accrued interest
and charges owing in connection therewith, shall be due and payable on the Maturity Date unless demanded earlier. All payments
received by the Lender from the Borrower for application to this Agreement may be applied to the Borrower’s obligations
under this Agreement in such order as determined by the Lender.


 


INTEREST
RATE AND SCHEDULED PAYMENT CHANGES. The Interest will begin to accrue on the Advance Date. The interest rate on this Agreement
will be fixed at 4.750% per annum.


 


Nothing
contained herein shall be construed as to require the Borrower to pay interest at a greater rate than the maximum allowed by law.
If, however, from any circumstances, Borrower pays interest at a greater rate than the maximum allowed by law, the obligation
to be fulfilled will be reduced to an amount computed at the highest rate of interest permissible under applicable law and if,
for any reason whatsoever, Lender ever receives interest in an amount which would be deemed unlawful under applicable law, such
interest shall be automatically applied to amounts owed, in Lender’s sole discretion, or as otherwise allowed by applicable
law. Interest on this Agreement is calculated on a 365/360 day basis. This calculation method results in a higher effective interest
rate than the numeric interest rate stated in this Agreement. The unpaid balance of this loan after the Maturity Date, whether
by acceleration or otherwise, shall be subject to a post-maturity rate of interest equal to the same fixed or variable rate basis
in effect before maturity,


 


LATE
PAYMENT CHARGE. If any required payment is more than 15 days late, then at Lender’s option, Lender will assess a late
payment charge of $50.00.


 


LINE
OF CREDIT TERMS. At any time prior to the Maturity Date, the Borrower and Lender agree that the Borrower may request an advance
under this Agreement up to a maximum amount equal to the Line of Credit Limit if before and after the request:


 


		●	The
                                         outstanding borrowings under this Agreement are not in excess of the Line of Credit Limit
		●	An
                                         Event of Default does not exist
		●	The
                                         Lender is not precluded by law from making the advance.



  






    
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Advances.


 


		●	Advances
                                         under this Agreement may only be requested in writing by the Borrower or by an authorized
                                         person.
		●	The
                                         total of all advances requested and unpaid principal cannot exceed Two Hundred Fifty
                                         Thousand and 00/100 Dollars ($250,000.00).
		●	All
                                         advances made will be charged to a loan account in Borrower’s name on Lender’s
                                         books, and the Lender shall debit such account the amount of each advance made to, and
                                         credit to such account the amount of each repayment made by Borrower.



 


Suspension
and Termination. Advances under this Agreement will be available until the earlier to occur of (a) demand by the Lender, (b)
December 5, 2017, (c) the date the Line of Credit is cancelled by Borrower, or (d) the date the Line of Credit is cancelled
by the Lender due to an occurrence of an Event of Default (collectively, the “Draw Expiration Date”). From and after
the Draw Expiration Date, no further advances will be made available to Borrower. The date this Line of Credit expires is on the
earlier to occur of (a) demand by lender, (b) December 5, 2017, (c) the date the Line of Credit is cancelled by Borrower,
or (d) the date the Line of Credit is cancelled by the Lender due to an occurrence of an Event of Default (collectively, the “Maturity
Date”).


 


Loan
Type Conversion. Provided no default or event of default shall have occurred, the Borrower may, at its option, apply for conversion
of this Agreement into a Term loan 30 days prior to the Maturity Date. However, the Lender shall have no obligation to approve
the Borrower’s application.


 


GUARANTY.
In support of this transaction, a Guaranty dated December 5, 2016 has been executed by James M Burke; a Guaranty dated December
5, 2016 has been executed by Bradley L Grow; and a Guaranty dated December 5, 2016 has been executed by Wendall (Buck) G Warfield.


 


RIGHT
OF SET-OFF. To the extent permitted by law, Borrower agrees that Lender has the right to set-off any amount due and payable
under this Agreement, whether matured or unmatured, against any amount owing by Lender to Borrower including any or all of Borrower’s
accounts with Lender. This shall include all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. Such right of set-off may be exercised by Lender against Borrower or against any assignee for the benefit of creditors,
receiver, or execution, judgment or attachment creditor of Borrower, or against anyone else claiming through or against Borrower
or such assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact
that such right of set-off has not been exercised by Lender prior to the making, filing or issuance or service upon Lender of,
or of notice of, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance
of execution, subpoena or order or warrant. Lender will not be liable for the dishonor of any check when the dishonor occurs because
Lender set-off a debt against Borrower’s account. Borrower agrees to hold Lender harmless from any claim arising as a result
of Lender exercising Lender’s right to set-off.


 


PAYABLE
ON DEMAND. This is a demand note. Payment is due upon the earlier to occur of (a) Lender’s demand or (b) the Maturity
Date.


 


DISHONORED
ITEM FEE. If Borrower makes a payment on the loan with a check or preauthorized charge which is later dishonored, a fee in
the amount of $27.50 will be charged.


 


RELATED
DOCUMENTS. The words “Related Documents” mean all promissory notes, security agreements, mortgages, deeds of trust,
deeds to secure debt, business loan agreements, construction loan agreements, resolutions, guaranties, environmental agreements,
subordination agreements, assignments and any other documents or agreements executed in connection with this Agreement whether
now or hereafter existing, including any modifications, extensions, substitutions or renewals of any of the foregoing. The Related
Documents are hereby made a part of this Agreement by reference thereto, with the same force and effect as if fully set forth
herein.


 


DEFAULT.
Upon the occurrence of any one of the following events (each, an “Event of Default” or “default” or
“event of default”), Lender’s obligations, if any, to make any advances will, at Lender’s option, immediately
terminate and Lender, at its option, may declare all indebtedness of Borrower to Lender under this Agreement immediately due and
payable without further notice of any kind notwithstanding anything to the contrary in this Agreement or any other agreement:
(a) Borrower’s failure to make any payment on time or in the amount due; (b) any default by Borrower under the terms of this Agreement
or any other Related Documents executed in connection with this Agreement; (c) any default by Borrower under the terms of any
Related Documents in favor of Lender; (d) the death, dissolution, or termination of existence of Borrower or any guarantor; (e)
Borrower is not paying Borrower’s debts as such debts become due; (f) the commencement of any proceeding under bankruptcy or insolvency
laws by or against Borrower or any guarantor or the appointment of a receiver, (g) any default under the terms of any other indebtedness
of Borrower to any other creditor; (h) any writ of attachment, garnishment, execution, tax lien or similar instrument is issued
against any collateral securing the loan, if any, or any of Borrower’s property or any judgment is entered against Borrower
or any guarantor, (i) any part of Borrower’s business is sold to or merged with any other business, individual, or entity;
(j) any representation or warranty made by Borrower to Lender in any of the Related Documents or any financial statement delivered
to Lender proves to have been false in any material respect as of the time when made or given; (k) if any guarantor, or any other
party to any Related Documents in favor of Lender entered into or delivered in connection with this Agreement terminates, attempts
to terminate or defaults under any such Related Documents; (1) Lender has deemed itself insecure or there has been a material
adverse change of condition of the financial prospects of Borrower or any collateral securing the obligations owing to Lender
by Borrower. Upon the occurrence of an event of default, Lender may pursue any remedy available under any Related Document, at
law or in equity.


 






    
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GENERAL
WAIVERS. To the extent permitted by law, the Borrower severally waives any required notice of presentment, demand, acceleration,
intent to accelerate, protest and any other notice and defense due to extensions of time or other indulgence by Lender or to any
substitution or release of collateral. No failure or delay on the part of Lender, and no course of dealing between Borrower and
Lender, shall operate as a waiver of such power or right, nor shall any single or partial exercise of any power or right preclude
other or further exercise thereof or the exercise of any other power or right.


 


JOINT
AND SEVERAL LIABILITY. If permitted by law, each Borrower executing this Agreement is jointly and severally bound.


 


SEVERABILITY.
If a court of competent jurisdiction determines any term or provision of this Agreement is invalid or prohibited by applicable
law, that term or provision will be ineffective to the extent required. Any term or provision that has been determined to be invalid
or prohibited will be severed from the rest of this Agreement without invalidating the remainder of either the affected provision
or this Agreement.


 


SURVIVAL.
The rights and privileges of the Lender hereunder shall inure to the benefits of its successors and assigns, and this Agreement
shall be binding on all heirs, executors, administrators, assigns and successors of Borrower.


 


ASSIGNABILITY.
Lender may assign, pledge or otherwise transfer this Agreement or any of its rights and powers under this Agreement without
notice, with all or any of the obligations owing to Lender by Borrower, and in such event the assignee shall have the same rights
as if originally named herein in place of Lender. Borrower may not assign this Agreement or any benefit accruing to it hereunder
without the express written consent of the Lender.


 


ORAL
AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


GOVERNING
LAW. This Agreement is governed by the laws of the state of Oklahoma except to the extent that federal law controls.


 


HEADING
AND GENDER. The headings preceding text in this Agreement are for general convenience in identifying subject matter, but have
no limiting impact on the text which follows any particular heading. All words used in this Agreement shall be construed to be
of such gender or number as the circumstances require.


 


ATTORNEYS’
FEES AND OTHER COSTS. Borrower agrees to pay all of Lender’s costs and expenses in connection with the enforcement of this
Agreement including, without limitation, reasonable attorneys’ fees, to the extent permitted by law.


  


ADDITIONAL
PROVISIONS. Notwithstanding anything contained in this Promissory Note(s), Loan Agreement(s), Security Agreement(s), Mortgage(s),
or loan documents to the contrary, Lender shall be entitled as a matter of right without notice and without giving bond and without
regard to the solvency or insolvency of Borrower, or waste of the Property or adequacy of the security of the Property, to apply
for the appointment of a receiver under any applicable law. The receiver shall have all the rights, powers and remedies as provided
by any such applicable law. Borrower does hereby irrevocably consent to such appointment.


 


*Payments
may adjust annually to maintain amortization schedule if interest rate is variable on a amortizing loan.


 


WAIVER
OF JURY TRIAL. All parties to this Agreement hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any
right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to,
or incidental to the relationship established between them in this Agreement or any other instrument, document or agreement executed
or delivered in connection with this Agreement or the Related Documents.


 


By
signing this Agreement, Borrower acknowledges reading, understanding and agreeing to all its provisions and receipt hereof.


 


	Bricktown Brewery Restautants LLC	 	 	 
	 	 	 	 	 
	/s/
    James M. Burke	 	 	/s/
    Bradley L Grow	12-5-16
	By:
    James M. Burke	Date	 	By:
    Bradley L Grow	Date
	Its:
    Manager	 	 	Its:
    Manager	 
	 	 	 	 	 
	LENDER: SPIRINTBANK MEMORIAL	 	 	 
	 	 	 	 	 
	/s/
    T. C. BLAIR	12-5-16	 	 	 
	By:
    T. C. BLAIR	Date	 	 	 
	Its:
    Commercial Lender, Senior Vice President	 	 	 


  






    
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	BUSINESS
    LOAN AGREEMENT	SPIRITBANK
        AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618



 


	AGREEMENT DATE	 	AGREEMENT/ACCOUNT
    NUMBER	 	
	December 5, 2016	 	1612000008	 	



 


	BORROWER
INFORMATION
	 
	 	 
	Bricktown Brewery Restautants LLC

                                                         14504 Hertz Quail Springs Pkwy

                                                         Oklahoma City, OK 73134-2629
	Type
    of Business Entity: Limited Liability Company
 State of Organization/Formation: Oklahoma


  





 



 


	GUARANTOR
    INFORMATION	 
	 	 
	James
        M Burke

                                                         657 NW 234th St

        Edmond,
OK 73025-2247
	Type of Entity: Individual

                                                         State of Residence: Oklahoma

	 	 
	Bradley
        L Grow

        1901
        Oak Valley Terrace

        Edmond, OK 73025-2532
	Type of Entity: Individual

                                                         State of Residence: Oklahoma

	 	 
	Wendall
        (Buck) G Warfield

                                                         8796 Palermo Dr

        Edmond,
        OK 73034-2120
	Type
    of Entity: Individual 

State of Residence: Oklahoma


 





 



 


AGREEMENT.
This Business Loan Agreement will be referred to in this document as the “Agreement.” This Agreement is made by
SPIRITBANK AN OKLAHOMA BANKING CORPORATION (Lender), Bricktown Brewery Restautants LLC (Borrower), James M Burke, Bradley L Grow,
and Wendall (Buck) G Warfield (Guarantor). The consideration is the promises, representations, and warranties made in this Agreement
and the Related Documents.


 


DEFINITIONS.
These definitions are used in this Agreement.


 


“Collateral”
means the Property that any Party to this Agreement or the Related Documents may pledge, mortgage, or give Lender a security interest
in, regardless of where the Property is located and regardless of when it was or will be acquired, together with all replacements,
substitutions, proceeds, and products of the Property.


 


“Events
of Default” means any of the events described in the “Events of Default” section of this Agreement


 


“Financial
Statements” mean the balance sheets, earnings statements, and other financial information that any Party has, is, or
will be giving to Lender.


 


“Indebtedness”
means the Loan and all other loans and indebtedness of Borrower to Lender, including but not limited to Lender’s payments
of insurance or taxes, all amounts Lender pays to protect its interest in the Collateral, overdrafts in deposit accounts with
Lender, and all other indebtedness, obligations, and liabilities of Borrower to Lender, whether matured or unmatured, liquidated
or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter
arising.


 


“Loan”
means any loan or loans described in the “Identification of Loan” section of this Agreement.


 


“Parties”
means all Borrowers, Guarantors, and Hypothecators signing this Agreement.


 


“Party”
means any Borrower, Guarantor, or Hypothecator signing this Agreement.


 


“Property”
means the Parties’ assets, regardless of what kind of assets they are.


 


“Related
Documents” means all documents, promissory notes, security agreements, leases, mortgages, construction loan agreements,
assignments of leases and rents, guaranties, pledges, and all other documents or agreements executed in connection with this Agreement
as such documents may be modified, amended, substituted, or renewed from time to time. The term includes both documents existing
at the time of execution of this Agreement and documents executed after the date of this Agreement.


 






    
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IDENTIFICATION
OF LOAN. The following loan and all other indebtedness, obligations, and liabilities of Borrower to Lender, due or to become
due, now existing or hereafter arising, as well as any and all amendments, modifications, extensions, and renewals thereof are
subject to this Agreement:


 


		●	Loan
Number 1612000008 with a principal amount of $250,000.00



 


BORROWER’S
REPRESENTATIONS AND WARRANTIES. The statements made in this section will continue and remain in effect until all of the Indebtedness
is fully paid to Lender. Each Borrower represents and warrants to Lender the following:


 


Borrower’s
Existence and Authority. Each Borrower is duly formed and in good standing under all laws governing the Borrower and the Borrower’s
business, and each Borrower executing this Agreement has the power and authority to execute this Agreement and the Related Documents
and to bind that Borrower to the obligation created in this Agreement and the Related Documents.


 


Financial
Information and Filing. All Financial Statements provided to Lender have been prepared and will continue to be prepared in
accordance with generally accepted accounting principles, consistently applied, and fully and fairly present the financial condition
of each Borrower, and there has been no material adverse change in Borrower’s business, Property, or condition, either financial
or otherwise, since the date of Borrower’s latest Financial Statements. Each Borrower has filed all federal, state, and
local tax returns and other reports and filings required by law to be filed before the date of this Agreement and has paid all
taxes, assessments, and other charges that are due and payable prior to the date of this Agreement. Each Borrower has made reasonable
provision for these types of payments that are accrued but not yet payable. The Borrower does not know of any deficiency or additional
assessment not disclosed in the Borrower’s books and records.


 


All
financial statements or records submitted to Lender via electronic means, including, but not limited to, facsimile, open internet
communications or other telephonic or electronic methods, including, but not limited to, documents in Tagged Image Format Files
(“TIFF”) and Portable Document Format (“PDF”) shall be treated as originals, and will be fully binding
with full legal force and effect. Parties waive any right they may have to object to such treatment. Lender may rely on all such
records in good faith as complete and accurate records produced or maintained by or on behalf of the Party submitting such records.


 


Title
and Encumbrances. Borrower has good title to all of the Borrower’s assets. All encumbrances on any part of the Property
were disclosed to Lender in writing prior to the date of this Agreement.


 


Compliance
with General Law. Each Borrower is in compliance with and will conduct its business and use its assets in compliance with
all laws, regulations, ordinances, directives, and orders of any level of governmental authority that has jurisdiction over the
Borrower, the Borrower’s business, or the Borrower’s assets.


 


Environmental
Laws. Each Borrower is in compliance with all applicable laws and rules of federal, state, and local authorities affecting
the environment, as all have been or are amended.


 


No
Litigation/No Misrepresentations. There are no existing or pending suits or proceedings before any court, government agency,
arbitration panel, administrative tribunal, or other body, or threatened against Borrower that may result in any material adverse
change in the Borrower’s business, property, or financial condition, and all representations and warranties in this Agreement
and the Related Documents are true and correct and no material fact has been omitted.


 


EVENTS
OF DEFAULT. The occurrence of any of the following events will be an Event of Default.


 


Noncompliance
with Lender Agreements. Default by Borrower or Guarantor under any provision of this Agreement, the Related Documents, or
any other agreement with Lender.


 


False
Statements. If a Party made or makes a false or misleading misrepresentation in this Agreement, in the Related Documents,
in any supporting material submitted to Lender or to third parties providing reports to Lender, or in Financial Statements given
or to be given to Lender.


 






    
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Material
Adverse Change. Any material adverse change in the Borrower’s business, financial condition, or the Property has occurred
or is imminent; if the full performance of the obligations of any Party is materially impaired; or if the Collateral and its value
or Lender’s rights with respect thereto are materially impaired in any way. The existence or reasonable likelihood of litigation,
governmental proceeding, default, or other event that may materially and adversely affect a Party’s business, financial
condition, or the Property.


 


Insolvency
or Liquidation. A Party voluntarily suspends transaction of its business or does not generally pay debts as they mature. If
a Party has or will make a general assignment for the benefit of creditors or will file, or have filed against it, any petition
under federal bankruptcy law or under any other state or federal law providing for the relief of debtors if the resulting proceeding
is not discharged within thirty days after filing. If a receiver, trustee, or custodian is or will be appointed for a Party.


 


Default
on Unrelated Debt. If Borrower or Guarantor materially defaults under a provision of an agreement with a third party or if
the indebtedness under such an agreement is accelerated.


  


Judgments
or Attachments. If there is entered against a Party a judgment that materially affects the Borrower’s business, financial
condition, or the Property, or if a tax lien, levy, writ of attachment, garnishment, execution, or similar item is or will be
issued against the Collateral or which materially affects Borrower’s business, financial condition, or the Property, and
which remains unpaid, unstayed on appeal, undischarged, unbonded, or undismissed for thirty days after it was issued.


 


Collateral
Impairment. Lender has a good-faith belief that Lender’s rights in the Collateral are or will soon be impaired or that
the Collateral itself is or soon will be impaired.


 


Termination
of Existence or Change in Control. If Borrower or Borrower’s business is sold or merged or if Borrower or Borrower’s
business suspends business or ceases to exist.


 


Insecurity.
If Lender has a good-faith belief that any Party is unable or will soon be unable to perform that Party’s duties under
this Agreement or under the Related Documents.


 


Death.
The death of an individual who is a Party, a partner in a partnership that is a Party, a member in a limited liability company
that is a Party, an officer of a corporation that is a Party, or an individual of similar position in any other type of business
organization that is a Party.


 


REMEDIES
ON DEFAULT.


 


Remedies,
No Waiver. The remedies provided for in this Agreement, the Related Documents, and by law are cumulative and not exclusive.
Lender reserves the right to exercise some, all, or none of its rights and reserves the right to exercise any right at any time
that Lender has the right, without regard to how much time has passed since the right arose. Lender may exercise its rights in
its sole, absolute discretion.


 


Acceleration,
Setoff. Upon an Event of Default, the Loan and the Indebtedness may, at Lender’s sole option, be declared immediately
due and payable. Lender may apply the Parties’ bank accounts and any other property held by Lender against the Indebtedness.


 


ATTORNEYS’
FEES AND OTHER COSTS. Borrower agrees to pay all of Lender’s costs and expenses incurred in connection with the enforcement
of this Agreement, including without limitation, reasonable attorneys’ fees, to the extent permitted by law.


 


EXPENSES.
The Parties agree to pay all of Lender’s reasonable expenses incidental to perfecting Lender’s security interests
and liens, all insurance premiums, Uniform Commercial Code search fees, and all reasonable fees incurred by Lender for audits,
inspection, and copying of the Parties’ books and records. The Parties also agree to pay all reasonable costs and expenses
of Lender in connection with the enforcement of Lender’s rights and remedies under this Agreement, the Related Documents,
and any other agreement between one or more Parties and Lender, and in connection with the preparation of all amendments, modifications,
and waivers of consent with respect to this Agreement, including reasonable attorneys’ fees.


 


GOVERNING
LAW/PARTIAL ILLEGALITY. This Agreement and the Related Documents are and will be governed by, and the rights of the Parties
will be determined by the laws of the state of Oklahoma except to the extent that federal law controls. If any part, term, or
provision of this Agreement is determined to be illegal or in conflict with state or federal law, the validity of the remaining
portion or provisions of this Agreement will not be affected, unless the stricken portion or provision adversely affects Lender’s
risk of realizing Lender’s anticipated return, in which case Lender may, in its sole discretion, deem the Loan matured.


 






    
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NOTICES.
All notices required under this Agreement must be in writing and will be considered given: (i) on the day of personal delivery,
or (ii) one business day after deposit with a nationally recognized overnight courier service, or (iii) three business days after
deposit with the United States Postal Service sent certified mail, return receipt requested. Any of these methods may be used
to give notice. All notices must be sent to the party or parties entitled to notice at the addresses first set forth in this Agreement.
Any Party may change its address for notice purposes on five days prior written notice to the other Parties.


 


INTEGRATION
AND AMENDMENT. This Agreement and other written agreements among the Parties, including but not limited to the Related Documents,
are the entire agreement of the Parties and will be interpreted as a group, one with the others. None of the Parties will be bound
by anything not expressed in writing, and this Agreement cannot be modified except by a writing executed by those Parties burdened
by the modification.


 


FURTHER
ACTION. The Parties will, upon request of Lender, make, execute, acknowledge, and deliver to Lender the modified and additional
instruments, documents, and agreements, and will take the further action that is reasonably required, to carry out the intent
and purpose of this transaction.


 


CONTINUING
EFFECT. Unless superseded by a later Business Loan Agreement, this Agreement will continue in full force and effect until
all of the Parties’ obligations to Lender are fully satisfied and the Loan and Indebtedness are fully repaid.


 


HEADINGS.
All headings in this Agreement are included for reference only and do not have any effect on the interpretation of this Agreement.


 


COUNTERPARTS.
This Agreement may be executed by the Parties using any number of copies of the Agreement. All executed copies taken together
will be treated as a single Agreement.


 


TIME
IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement.



 


TRANSFERS.
Borrower may not assign or transfer its rights or obligations under this Agreement without Lender’s prior written consent.
Lender may transfer its interest in Lender’s sole discretion. Borrower waives all rights of offset and counterclaim Borrower
has against Lender. The purchaser of a participation in the loan may enforce its interest regardless of any claims or defenses
Borrower has against Lender.


 


JURISDICTION.
The Parties agree to waive any objection to jurisdiction or venue on the ground that the Parties are not residents of Lender’s
locality. The Parties authorize any action brought to enforce the Parties’ obligations to be instituted and prosecuted in
any state court having jurisdiction or in the United States District Court for the District that includes Lender’s location
as set forth at the beginning of this Agreement. The Parties authorize Lender to elect the court at Lender’s sole discretion.


 


WAIVER
OF JURY TRIAL. All parties to this Agreement hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any
right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to,
or incidental to the relationship established between them in this Agreement or any other instrument, document or agreement executed
or delivered in connection with this Agreement or the Related Documents.


 


ORAL
AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


ADDITIONAL
PROVISIONS. Covenants:


 


QUARTERLY
BUSINESS FINANCIAL STATEMENT FROM BORROWER


ANNUAL BUSINESS FINANCIAL STATEMENT FROM BORROWER


ANNUAL TAX RETURNS FROM BORROWER
INCLUDING K-1’S


 


ANNUAL
PERSONAL TAX RETURNS FROM GUARANTOR INCLUDING K-1’S


ANNUAL PERSONAL FINANCIAL STATEMENTS FROM GUARANTOR


 


ANY
REMAINING UNPAID PRINCIPAL BALANCE WITHIN THE PROPOSED RLOC AT MATURITY WILL BE CONVERTED TO A TERM NOTE AND AMORTIZED OVER A
PERIOD OF TIME AND RATE DETERMINED BY THE OFFICER. AS A RESULT, THE BORROWER WOULD HAVE THE $250M AVAILABLE AGAIN FOR ANOTHER
TWELVE MONTH PERIOD.


 






    
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Acceleration
Clause:


 


Documents
Required: Failure to provide any documents required herein, whether by either Borrower or Guarantor shall result in the following:
(a) Lender may declare the Note to be immediately due and payable, whereupon the Note shall become forthwith due and payable without
presentment, demand, protest or notice of any kind, and Lender shall be entitled to proceed simultaneously or selectively and
successively to enforce its rights under the Note, this Agreement and any other documents benefiting Lender executed pursuant
to the terms of the Loan Agreement, or any one or all of them and/or; (b) Lender may institute a change of rate as follows: Specifically,
the rate shall increase from a fixed rate of 4.75% to a fixed rate of 6.75%. Provided however, that said rate change shall not
become effective until Lender gives written notice of the failure to provide documentation and Borrower thereafter shall have
30 days from date of mailing in which to cure said default. Upon correction of said deficiency, the rate shall readjust thereafter
to the original fixed rate provided herein and remain at said fixed rate until such time as Borrower should once again fail to
comply with said documentation requirements as set forth herein.


 


By
signing this Agreement, Borrower acknowledges reading, understanding and agreeing  to all its provisions and receipt of a copy
hereof.


 


Bricktown
Brewery Restautants LLC


 





	/s/
    James M Burke	 	12-5-16	 	/s/
    Bradley L Grow	 	12-5-16
	By:
    James M Burke	 	Date	 	By:
    Bradley L Grow	 	Date
	Its:
    Manager	 	 	 	Its:
    Manager	 	 


 


AGREEMENT
OF GUARANTOR


 


Guarantor
(i) acknowledges reading and understanding this Agreement; (ii) consents to the provisions (iii) consents to the provisions of
this Agreement relating to Borrower; (iii) agrees to furnish the Financial Statements to Lender that Lender reasonably requests;
(iv) agrees to those portions of this Agreement that apply to Guarantor; (v) acknowledges that this Agreement has been freely
executed without duress and after an opportunity to consult with counsel; and (vi) confirms that Guarantor received a copy of
this Agreement, the Guaranty and the other documents Guarantor requested.


 


	/s/
    James M Burke	 	12-5-16	 	/s/
    Bradley L Grow	 	12-5-16
	James
    M Burke	 	Date	 	Bradley
    L Grow	 	Date
	Individually	 	 	 	Individually	 	 
	 	 	 	 	 	 	 
	/s/
    Wendall (Buck) G warfield	 	12-5-16	 	 	 	 
	Wendall
    (Buck) G warfield	 	Date	 	 	 	 
	Individually	 	 	 	 	 	 


  


 


	LENDER: SPIRITBANK AN OKLAHOMA BANKING CORPORATION
	 	 	 	 
	/s/
    T. C. BLAIR	 	12-5-16	 
	By:
    T. C. BLAIR	 	Date	 
	Its: Commercial Lender, Senior Vice President

                                                                     
	 



 








    
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	UNLIMITED
    CONTINUING GUARANTY	SPIRITBANK
                                         AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618
	 


 


	LOAN NUMBER	 	GUARANTY DATE	 	
	1612000008	 	December 5, 2016	 	



 


	GUARANTOR
    INFORMATION	 
	 	 
	Wendall
                                         (Buck) G Warfield

        8796
        Palermo Dr

        Edmond,
        OK 73034-2120
	Type
                                         of Entity: Individual 

                                                         State
                                                         of Residence:                                          Oklahoma

	 	 
	 	 
	BORROWER
    INFORMATION	 
	 	 
	Bricktown Brewery Restautants LLC

                                                         14504 Hertz Quail Springs Pkwy

                                                         Oklahoma City, OK 73134-2629
	Type
                                         of Business Entity: Limited Liability Company

                                                         State
                                         of Organization/Formation: Oklahoma

	 	 


 


UNLIMITED
CONTINUING GUARANTY. This Unlimited Continuing Guaranty will be referred to in this document as the “Guaranty.”


 


LENDER.
“Lender” means SPIRITBANK AN OKLAHOMA BANKING CORPORATION whose address is 9618 S MEMORIAL, Tulsa,
Oklahoma 74133 , its successors and assigns.


 


BORROWER.
“Borrower” means each party identified above to whom Lender has extended credit and financial accommodations.


 


GUARANTOR.
“Guarantor” means the party identified above that is undertaking certain liabilities to the Lender, as specified
herein.


 


OBLIGATIONS.
“Obligations” means any and all indebtedness, obligations, undertakings, covenants, agreements, and liabilities
of the Borrower to the Lender, and all claims of the Lender against the Borrower, now existing or hereafter arising, direct or
indirect (including participations or any interest of the Lender in indebtedness of the Borrower to others), acquired outright,
conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured, matured
or not matured, monetary or nonmonetary, arising out of contract or tort, liquidated or unliquidated, arising by operation of law
or otherwise and all extensions, renewals, refundings, replacements, and modifications of any of the foregoing.





 


 


NOTICE
TO GUARANTOR. Lender has agreed to extend credit and financial accommodations to Borrower pursuant to a promissory note
executed on even date herewith (the “Note”), and all agreements, instruments and documents executed or delivered
in connection with the foregoing or otherwise related thereto (together with any amendments, modifications, or restatements
thereof, the “Related Documents”).


 


Guarantor
is affiliated with Borrower, and as such, shall be benefited directly by the transaction contemplated by the Related Documents,
and shall execute this Guaranty in order to induce Lender to enter the transaction.


 


In
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby guarantees, promises and undertakes, both jointly and severally, as follows:


 


UNLIMITED
CONTINUING GUARANTY. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees to Lender the full and prompt
payment and performance when due (whether at the maturity date or by required prepayment, acceleration, or otherwise) of all Obligations
of the Borrower to the Lender (notwithstanding the fact that from time to time there may be no indebtedness outstanding), however
created, of every kind and description, whether now existing or hereafter arising and whether direct or indirect, due or which
may become due, absolute or contingent, primary or secondary, liquidated or unliquidated, whether originated with Lender or owed
to others and acquired by Lender by purchase, assignment, or otherwise, and including without limitation all loans, advances,
indebtedness and each and every other obligation arising under the Related Documents, and all agreements, instruments and documents
evidencing, guarantying, securing or otherwise executed in connection with any of the foregoing, together with any amendments,
modifications, and restatements thereof, plus Expenses (as that term is defined below).


 


This
Guaranty is an absolute, present, unconditional, and continuing guaranty of payment and performance that shall remain in full
force and effect until all such Obligations shall be fully paid to Lender and otherwise performed.


 






    
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To
the extent permitted by law, if any settlement, discharge, payment, grant of security or transfer of property relating to discharging
any duty or liability created under or guaranteed by this Guaranty is rescinded or avoided by virtue of any provision of any bankruptcy,
insolvency, or other similar law affecting creditors’ rights, Lender will be entitled to recover the value or amount of
any such settlement, discharge, payment, grant of security or transfer of property from Guarantor as if such settlement, discharge,
payment, grant of security or transfer of property had not occurred.


 


EXPENSES.
Guarantor hereby agrees, to the extent permitted by law, to pay any and all expenses incurred in enforcing any rights under
this Guaranty. Without limiting the foregoing, Guarantor agrees that whenever any attorney is used by the Lender to obtain payment
hereunder, to enforce this Guaranty, to adjudicate the rights of the parties hereunder, or to advise the Lender of its rights,
the Lender shall be entitled to recover reasonable attorneys’ fees, all court costs, and expenses attributable thereto (the
“Expenses”).


 


CONSENT.
The Guarantor consents to all extensions, renewals, and modifications made by the Lender for, or on account of, any indebtedness
of Borrower to Lender. Lender may proceed directly against Guarantor in the event of any default by Borrower without resorting
to any other persons, to the assets of Borrower, to any collateral security granted by Borrower to Lender, or the liquidation
of any collateral security given hereunder to secure this Guaranty. Furthermore, to the extent permitted by law, Guarantor hereby
agrees and consents that the Lender may from time to time without notice to Guarantor and without affecting the liability of Guarantor
(a) release, impair, sell or otherwise dispose of any security or collateral, (b) release or agree not to sue any guarantor or
surety, (c) fail to perfect its security interest in or realize upon any security or collateral, (d) fail to realize upon any
of the obligations of Borrower or to proceed against Borrower or any guarantor or surety, (e) renew or extend the time of payment,
(f) increase or decrease the rate of interest, (g) accept additional security or collateral, (h) determine the allocation and
application of payments and credits and accept partial payments, (i) determine what, if anything, may at any time be done with
reference to any security or collateral, and (j) settle or compromise the amount due or owing or claimed to be due or owing from
any Borrower, guarantor or surety, which settlement or compromise shall not affect the undersigned’s liability for the full
amount of the guaranteed obligations. To the extent permitted by law, Guarantor expressly consents to and waives notice of all
of the above.


 


REPRESENTATIONS.
Guarantor represents and warrants that Guarantor has established adequate means of obtaining from sources other than Lender,
on a continuing basis, financial and other information pertaining to Borrower’s financial condition, and the status of Borrower’s
performance of obligations imposed by the loan documents, and Guarantor agrees to keep adequately informed from such means of
any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Lender has made no representation
to Guarantor as far as any such matters. Guarantor further represents and warrants that (i) neither this Guaranty nor any other
Related Document to which Guarantor is a party will violate any provision of law, rule, or regulation, or any order of any court
or other governmental agency to which Guarantor is subject, any provision of any agreement or instrument to which the Guarantor
is a party or by which the Guarantor or any of the Guarantor’s assets are bound, or be in conflict with, result in a breach
of, or constitute a default under any such agreement or instrument; and (ii) no action, approval, filing, or registration with
any governmental public body or authority, nor the consent of any other person or entity, nor any other legal formality, is required
in connection with the entering into, performance, or enforcement of this Guaranty, except such as have already been obtained
or taken and with respect to which a copy or other satisfactory evidence has been provided to Lender.


 


SUBROGATION. If
the Guarantor shall make payment to the Lender of all or any part of the Obligations and all the Obligations shall be paid in
full, the Lender will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor
of an interest in the Obligations resulting from such payment by the Guarantor. Notwithstanding any payment or payments made
by the Guarantor hereunder, the Guarantor will not exercise any rights of the Lender against the Borrower, nor shall the
Guarantor seek contribution from any other Guarantor until all the Obligations shall have been paid and performed in full. If
any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the Obligations will not
have been paid in full, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the
Lender to be credited and applied to the Obligations, whether matured or unmatured.


 


GENERAL
WAIVERS. Guarantor, to the extent permitted by law, hereby waives (a) notice of acceptance of this Guaranty and all notice
of the creation, extension or accrual of any of the Obligations, (b) diligence, presentment, protest, demand for payment, notice
of dishonor, notice of intent to accelerate, and notice of acceleration, (c) notice of any other nature whatsoever to the extent
permitted by law, (d) any requirement that the Lender take any action whatsoever against the Borrower or any other party or file
any claim in the event of the bankruptcy of the Borrower, or (e) failure to protect, preserve, or resort to any collateral, and
(f) any defense that could be asserted by Borrower, including defenses arising out of failure of consideration, breach of warranty,
fraud, payment, statute of frauds, bankruptcy, lack of capacity, statute of limitations, lender liability, unenforceability of
any loan document, accord and satisfaction, or usury.


 


Guarantor,
to the extent permitted by law, further waives and agrees not to assert any and all rights, benefits, and defenses that might
otherwise be available under the provisions of the governing law that might operate, contrary to Guarantor’s agreements
in this Guaranty, to limit Guarantor’s liability under, or the enforcement of, this Guaranty, including all defenses of
suretyship.


 


LENDER’S
RIGHTS. Any delay, failure, omission, or lack on the part of the Lender to enforce, assert, or exercise any provision or take
any action pursuant to the Related Documents, including any right, power, or remedy conferred on Lender in any of the Related
Documents or any action on the part of Lender granting indulgence or extension in any form Guaranty or any Related Documents does
not operate as a waiver of the Lender’s ability to exercise all of its rights. The Lender may choose to partially exercise
rights under this Guaranty and any Related Documents, but that does not prevent the Lender from fully exercising these rights.


 






    
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SURVIVAL.
This Guaranty is binding on all heirs, executors, personal representatives, administrators, assigns and successors of the
Guarantor.


 


ASSIGNABILITY.
The Lender may, without notice, assign the Obligations, in whole or in part, and each successive assignee of the Obligations
so assigned may enforce this Guaranty for its own benefit with respect to the Obligations so assigned. In the event that any person
other than the Lender shall become a holder of any of the Obligations, the reference to the Lender shall be construed to refer
to each such holder.


 


RIGHT
OF SET-OFF. To the extent permitted by law, Guarantor gives Lender the right to set-off any of Guarantor’s accounts
or property which may be in Lender’s possession against any amount owed under this Guaranty. This right of set-off does
not extend to any Keogh account, IRA, or similar tax deferred deposit. Further, the Lender shall have available all remedies under
applicable state and federal laws, including the garnishment of wages, to the extent permitted by law.


 


WAIVER
OF JURY TRIAL. All parties to this Guaranty hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any
right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to,
or incidental to the relationship established between them in this Guaranty or any other instrument, document or agreement executed
or delivered in connection with this Guaranty or the Related Documents.


 


SEVERABILITY.
If a court of competent jurisdiction determines any term or provision of this Guaranty is invalid or prohibited by applicable
law, that term or provision will be ineffective, but only to the extent required to make it lawful. Any term or provision that
has been determined to be invalid or prohibited will be severed from the rest of this Guaranty without invalidating the remainder
of the provisions of this Guaranty.


 


GOVERNING
LAW. This Guaranty shall be governed by and construed in accordance with the laws of the State of Oklahoma except to the extent
that federal law controls.


 


HEADINGS
AND GENDER. The headings in this Guaranty are for convenience in identifying subject matter. The headings have no limiting
effect on the text that follows any particular heading. As the context herein requires, the singular shall include the plural
and one gender shall include one or both other genders.


 


ORAL
AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


ACKNOWLEDGMENT.
Guarantor hereby acknowledges that: (a) the Obligations hereunder shall be joint and several; (b) the liabilities undertaken
by Guarantor in this Guaranty are complex in nature; and (c) numerous possible defenses to the enforceability of these liabilities
may presently exist and/or may arise hereafter. As part of Lender’s consideration for entering into this transaction, Lender
has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and Guarantor has had the opportunity
to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein.
Given all of the above, Guarantor does hereby represent and confirm to Lender that Guarantor is fully informed regarding, and
that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which
such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences
to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty
and all of the informed waivers herein shall each and all be fully enforceable by Lender, and that Lender is induced to enter
into this transaction in material reliance upon the presumed full enforceability thereof.


 


By
signing this Guaranty, Guarantor acknowledges reading, understanding, and agreeing to all its provisions.


 


	/s/
    Wendall (Buck) G Warfield	12-5-16	 
	Wendall
    (Buck) G Warfield	Date	 
	Individually	 	 
	 	 	 
	LENDER:
    SPIRITBANK AN OKLAHOMA BANKING CORPORATION
	 	 	 
	/s/
    T. C. BLAIR	12-5-16	 
	By:
    T. C. BLAIR	Date	 
	Its:
    Commercial Lender, Senior Vice President	 


 






    
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	UNLIMITED
    CONTINUING GUARANTY	SPIRITBANK
                                         AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618



 


	LOAN NUMBER	 	GUARANTY DATE	 	
	1612000008	 	December 5, 2016	 	



 


	GUARANTOR
    INFORMATION	 
	 	 
	James
        M Burke 

657 NW 234th St

        Edmond,
        OK 73025-2247
	Type
    of Entity: Individual 

    State of Residence: Oklahoma
	 	 
	BORROWER
    INFORMATION	 
	 	 
	Bricktown Brewery Restautants LLC

                                                         14504 Hertz Quail Springs Pkwy

                                                         Oklahoma City, OK 73134-2629
	Type
    of Business Entity: Limited Liability Company 

State of Organization/Formation: Oklahoma


 


UNLIMITED
CONTINUING GUARANTY. This Unlimited Continuing Guaranty will be referred to in this document as the “Guaranty.”


 


LENDER.
“Lender” means SPIRITBANK AN OKLAHOMA BANKING CORPORATION whose address is 9618 S MEMORIAL Tulsa,
Oklahoma 74133, its successors and assigns.


 


BORROWER.
“Borrower” means each party identified above to whom Lender has extended credit and financial accommodations.


 


GUARANTOR.
“Guarantor” means the party identified above that is undertaking certain liabilities to the Lender, as specified
herein.


 


OBLIGATIONS.
“Obligations” means any and all indebtedness, obligations, undertakings, covenants, agreements, and liabilities
of the Borrower to the Lender, and all claims of the Lender against the Borrower, now existing or hereafter arising, direct or
indirect (including participations or any interest of the Lender in indebtedness of the Borrower to others), acquired outright,
conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured, matured
or not matured, monetary or nonmonetary, arising out of contract or tort, liquidated or unliquidated, arising by operation of
law or otherwise and all extensions, renewals, refunding, replacements, and modifications of any of the foregoing,


 


 


NOTICE
TO GUARANTOR. Lender has agreed to extend credit and financial accommodations to Borrower pursuant to a promissory note executed
on even date herewith (the “Note”), and all agreements, instruments and documents executed or delivered in connection
with the foregoing or otherwise related thereto (together with any amendments, modifications, or restatements thereof, the “Related
Documents”).


 


Guarantor
is affiliated with Borrower, and as such, shall be benefited directly by the transaction contemplated by the Related Documents,
and shall execute this Guaranty in order to induce Lender to enter the transaction.


 


In
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby guarantees, promises and undertakes, both jointly and severally, as follows:


 


UNLIMITED
CONTINUING GUARANTY. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees to Lender the full and prompt
payment and performance when due (whether at the maturity date or by required prepayment, acceleration, or otherwise) of all Obligations
of the Borrower to the Lender (notwithstanding the fact that from time to time there may be no indebtedness outstanding), however
created, of every kind and description, whether now existing or hereafter arising and whether direct or indirect, due or which
may become due, absolute or contingent, primary or secondary, liquidated or unliquidated, whether originated with Lender or owed
to others and acquired by Lender by purchase, assignment, or otherwise, and including without limitation all loans, advances,
indebtedness and each and every other obligation arising under the Related Documents, and all agreements, instruments and documents
evidencing, guarantying, securing or otherwise executed in connection with any of the foregoing, together with any amendments,
modifications, and restatements thereof, plus Expenses (as that term is defined below).


 


This
Guaranty is an absolute, present, unconditional, and continuing guaranty of payment and performance that shall remain in full
force and effect until all such Obligations shall be fully paid to Lender and otherwise performed.


 






    
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To
the extent permitted by law, if any settlement, discharge, payment, grant of security or transfer of property relating to discharging
any duty or liability created under or guaranteed by this Guaranty is rescinded or avoided by virtue of any provision of any bankruptcy,
insolvency, or other similar law affecting creditors’ rights, Lender will be entitled to recover the value or amount of
any such settlement, discharge, payment, grant of security or transfer of property from Guarantor as if such settlement, discharge,
payment, grant of security or transfer of property had not occurred.


 


EXPENSES.
Guarantor hereby agrees, to the extent permitted by law, to pay any and all expenses incurred in enforcing any rights under
this Guaranty. Without limiting the foregoing, Guarantor agrees that whenever any attorney is used by the Lender to obtain payment
hereunder, to enforce this Guaranty, to adjudicate the rights of the parties hereunder, or to advise the Lender of its rights,
the Lender shall be entitled to recover reasonable attorneys’ fees, all court costs, and expenses attributable thereto (the
“Expenses”).


 


CONSENT.
The Guarantor consents to all extensions, renewals, and modifications made by the Lender for, or on account of, any indebtedness
of Borrower to Lender. Lender may proceed directly against Guarantor in the event of any default by Borrower without resorting
to any other persons, to the assets of Borrower, to any collateral security granted by Borrower to Lender, or the liquidation
of any collateral security given hereunder to secure this Guaranty. Furthermore, to the extent permitted by law, Guarantor hereby
agrees and consents that the Lender may from time to time without notice to Guarantor and without affecting the liability of Guarantor
(a) release, impair, sell or otherwise dispose of any security or collateral, (b) release or agree not to sue any guarantor or
surety, (c) fail to perfect its security interest in or realize upon any security or collateral, (d) fail to realize upon any
of the obligations of Borrower or to proceed against Borrower or any guarantor or surety, (e) renew or extend the time of payment,
(f) increase or decrease the rate of interest, (g) accept additional security or collateral, (h) determine the allocation and
application of payments and credits and accept partial payments, (i) determine what, if anything, may at any time be done with
reference to any security or collateral, and (j) settle or compromise the amount due or owing or claimed to be due or owing from
any Borrower, guarantor or surety, which settlement or compromise shall not affect the undersigned’s liability for the full
amount of the guaranteed obligations. To the extent permitted by law, Guarantor expressly consents to and waives notice of all
of the above.


 


REPRESENTATIONS.
Guarantor represents and warrants that Guarantor has established adequate means of obtaining from sources other than Lender,
on a continuing basis, financial and other information pertaining to Borrower’s financial condition, and the status of Borrower’s
performance of obligations imposed by the loan documents, and Guarantor agrees to keep adequately informed from such means of
any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Lender has made no representation
to Guarantor as far as any such matters. Guarantor further represents and warrants that (i) neither this Guaranty nor any other
Related Document to which Guarantor is a party will violate any provision of law, rule, or regulation, or any order of any court
or other governmental agency to which Guarantor is subject, any provision of any agreement or instrument to which the Guarantor
is a party or by which the Guarantor or any of the Guarantor’s assets are bound, or be in conflict with, result in a breach
of or constitute a default under any such agreement or instrument; and (ii) no action, approval, filing, or registration with
any governmental public body or authority, nor the consent of any other person or entity, nor any other legal formality, is required
in connection with the entering into, performance, or enforcement of this Guaranty, except such as have already been obtained
or taken and with respect to which a copy or other satisfactory evidence has been provided to Lender.


 


SUBROGATION.
If the Guarantor shall make payment to the Lender of all or any part of the Obligations and all the Obligations shall be paid
in full, the Lender will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest
in the Obligations resulting from such payment by the Guarantor. Notwithstanding any payment or payments made by the Guarantor
hereunder, the Guarantor will not exercise any rights of the Lender against the Borrower, nor shall the Guarantor seek contribution
from any other Guarantor until all the Obligations shall have been paid and performed in full. If any amount shall be paid to
the Guarantor on account of such subrogation rights at any time when all the Obligations will not have been paid in full, such
amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied
to the Obligations, whether matured or unmatured.


 


GENERAL
WAIVERS. Guarantor, to the extent permitted by law, hereby waives (a) notice of acceptance of this Guaranty and all notice
of the creation, extension or accrual of any of the Obligations, (b) diligence, presentment, protest, demand for payment, notice
of dishonor, notice of intent to accelerate, and notice of acceleration, (c) notice of any other nature whatsoever to the extent
permitted by law, (d) any requirement that the Lender take any action whatsoever against the Borrower or any other party or file
any claim in the event of the bankruptcy of the Borrower, or (e) failure to protect, preserve, or resort to any collateral, and
(f) any defense that could be asserted by Borrower, including defenses arising out of failure of consideration, breach of warranty,
fraud, payment, statute of frauds, bankruptcy, lack of capacity, statute of limitations, lender liability, unenforceability of
any loan document, accord and satisfaction, or usury.


 


Guarantor,
to the extent permitted by law, further waives and agrees not to assert any and all rights, benefits, and defenses that might
otherwise be available under the provisions of the governing law that might operate, contrary to Guarantor’s agreements
in this Guaranty, to limit Guarantor’s liability under, or the enforcement of this Guaranty, including all defenses of suretyship.


 


LENDER’S
RIGHTS. Any delay, failure, omission, or lack on the part of the Lender to enforce, assert, or exercise any provision or take
any action pursuant to the Related Documents, including any right, power, or remedy conferred on Lender in any of the Related
Documents or any action on the part of Lender granting indulgence or extension in any form Guaranty or any Related Documents does
not operate as a waiver of the Lender’s ability to exercise all of its rights. The Lender may choose to partially exercise
rights under this Guaranty and any Related Documents, but that does not prevent the Lender from fully exercising these rights.


 






    
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SURVIVAL.
This Guaranty is binding on all heirs, executors, personal representatives, administrators, assigns and successors of the
Guarantor.


 


ASSIGNABILITY.
The Lender may, without notice, assign the Obligations, in whole or in part, and each successive assignee of the Obligations
so assigned may enforce this Guaranty for its own benefit with respect to the Obligations so assigned. In the event that any person
other than the Lender shall become a holder of any of the Obligations, the reference to the Lender shall be construed to refer
to each such holder.


 


RIGHT
OF SET-OFF. To the extent permitted by law, Guarantor gives Lender the right to set-off any of Guarantor’s accounts
or property which may be in Lender’s possession against any amount owed under this Guaranty, This right of set-off does
not extend to any Keogh account, IRA, or similar tax deferred deposit. Further, the Lender shall have available all remedies under
applicable state and federal laws, including the garnishment of wages, to the extent permitted by law.


 


WAIVER
OF JURY TRIAL. All parties to this Guaranty hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any
right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to,
or incidental to the relationship established between them in this Guaranty or any other instrument, document or agreement executed
or delivered in connection with this Guaranty or the Related Documents,


 


SEVERABILITY.
If a court of competent jurisdiction determines any term or provision of this Guaranty is invalid or prohibited by applicable
law, that term or provision will be ineffective, but only to the extent required to make it lawful. Any term or provision that
has been determined to be invalid or prohibited will be severed from the rest of this Guaranty without invalidating the remainder
of the provisions of this Guaranty.


 


GOVERNING
LAW. This Guaranty shall be governed by and construed in accordance with the laws of the State of Oklahoma except to the extent
that federal law controls.


 


HEADINGS
AND GENDER. The headings in this Guaranty are for convenience in identifying subject matter. The headings have no limiting
effect on the text that follows any particular heading. As the context herein requires, the singular shall include the plural
and one gender shall include one or both other genders.


 


ORAL
AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


ACKNOWLEDGMENT.
Guarantor hereby acknowledges that (a) the Obligations hereunder shall be joint and several; (b) the liabilities undertaken
by Guarantor in this Guaranty are complex in nature; and (c) numerous possible defenses to the enforceability of these liabilities
may presently exist and/or may arise hereafter. As part of Lender’s consideration for entering into this transaction, Lender
has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and Guarantor has had the opportunity
to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein.
Given all of the above, Guarantor does hereby represent and confirm to Lender that Guarantor is fully informed regarding, and
that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which
such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences
to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty
and all of the informed waivers herein shall each and all be fully enforceable by Lender, and that Lender is induced to enter
into this transaction in material reliance upon the presumed full enforceability thereof.


 


By
signing this Guaranty, Guarantor acknowledges reading, understanding, and agreeing to all its provisions.


 


	/s/
    James M Burke	12-5-16	 
	James
    M Burke	Date	 
	Individually	 	 
	 	 	 
	LENDER:
    SPIRINBANK  OKLAHOMA BANKING CORPORATION
	 	 	 
	/s/
    T. C. BLAIR	12-5-16	 
	By:
    T. C. BLAIR	Date	 
	Its:
    Commercial Lender, Senior Vice President	 


 






    
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	UNLIMITED
    CONTINUING GUARANTY	SPIRITBANK
        AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618



 


	LOAN NUMBER	 	GUARANTY DATE	 	
	1612000008	 	December 5, 2016	 	



 


	GUARANTOR
    INFORMATION	 
	 	 
	Bradley
    L Grow	 
	1901
    Oak Valley Terrace	Type
    of Entity: Individual
	Edmond,
    OK 73025-2532	State
    of Residence: Oklahoma
	 	 
	 	 
	BORROWER
    INFORMATION	 
	 	 
	Bricktown
    Brewery Restautants LLC	Type
    of Business Entity: Limited Liability Company
	14504
    Hertz Quail Springs Pkwy	State
    of Organization/Formation: Oklahoma
	Oklahoma
    City, OK 73134-2629	 
	 	 


 


UNLIMITED
CONTINUING GUARANTY. This Unlimited Continuing Guaranty will be referred to in this document as the “Guaranty.”


 


LENDER.
“Lender” means SPIRITBANK AN OKLAHOMA BANKING CORPORATION whose address is 9618 S MEMORIAL, Tulsa,
Oklahoma 74133, its successors and assigns.


 


BORROWER.
“Borrower” means each party identified above to whom Lender has extended credit and financial accommodations.


 


GUARANTOR.
“Guarantor” means the party identified above that is undertaking certain liabilities to the Lender, as specified
herein.


 


OBLIGATIONS.
“Obligations” means any and all indebtedness, obligations, undertakings, covenants, agreements, and liabilities
of the Borrower to the Lender, and all claims of the Lender against the Borrower, now existing or hereafter arising, direct or
indirect (including participations or any interest of the Lender in indebtedness of the Borrower to others), acquired outright,
conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured, matured
or riot matured, monetary or nonmonetary, arising out of contract or tort, liquidated or unliquidated, arising by operation of
law or otherwise and all extensions, renewals, refundings, replacements, and modifications of any of the foregoing.


 


 


NOTICE
TO GUARANTOR. Lender has agreed to extend credit and financial accommodations to Borrower pursuant to a promissory note executed
on even date herewith (the “Note”), and all agreements, instruments and documents executed or delivered in connection
with the foregoing or otherwise related thereto (together with any amendments, modifications, or restatements thereof, the “Related
Documents”).


 


Guarantor
is affiliated with Borrower, and as such, shall be benefited directly by the transaction contemplated by the Related Documents,
and shall execute this Guaranty in order to induce Lender to enter the transaction.


 


In
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby guarantees, promises and undertakes, both jointly and severally, as follows:


 


UNLIMITED
CONTINUING GUARANTY. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees to Lender the full and prompt
payment and performance when due (whether at the maturity date or by required prepayment, acceleration, or otherwise) of all Obligations
of the Borrower to the Lender (notwithstanding the fact that from time to time there may be no indebtedness outstanding), however
created, of every kind and description, whether now existing or hereafter arising and whether direct or indirect, due or which
may become due, absolute or contingent, primary or secondary, liquidated or unliquidated, whether originated with Lender or owed
to others and acquired by Lender by purchase, assignment, or otherwise, and including without limitation all loans, advances,
indebtedness and each and every other obligation arising under the Related Documents, and all agreements, instruments and documents
evidencing, guarantying, securing or otherwise executed in connection with any of the foregoing, together with any amendments,
modifications, and restatements thereof, plus Expenses (as that term is defined below).


 


This
Guaranty is an absolute, present, unconditional, and continuing guaranty of payment and performance that shall remain in full
force and effect until all such Obligations shall be fully paid to Lender and otherwise performed.


 






    
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To
the extent permitted by law, if any settlement, discharge, payment, grant of security or transfer of property relating to discharging
any duty or liability created under or guaranteed by this Guaranty is rescinded or avoided by virtue of any provision of any bankruptcy,
insolvency, or other similar law affecting creditors’ rights, Lender will be entitled to recover the value or amount of
any such settlement, discharge, payment, grant of security or transfer of property from Guarantor as if such settlement, discharge,
payment, grant of security or transfer of property had not occurred.


 


EXPENSES.
Guarantor hereby agrees, to the extent permitted by law, to pay any and all expenses incurred in enforcing any rights under
this Guaranty. Without limiting the foregoing, Guarantor agrees that whenever any attorney is used by the Lender to obtain payment
hereunder, to enforce this Guaranty, to adjudicate the rights of the parties hereunder, or to advise the Lender of its rights,
the Lender shall be entitled to recover reasonable attorneys’ fees, all court costs, and expenses attributable thereto.(the
“Expenses”).


 


CONSENT.
The Guarantor consents to all extensions, renewals, and modifications made by the Lender for, or on account of, any indebtedness
of Borrower to Lender. Lender may proceed directly against Guarantor in the event of any default by Borrower without resorting
to any other persons, to the assets of Borrower, to any collateral security granted by Borrower to Lender, or the liquidation
of any collateral security given hereunder to secure this Guaranty. Furthermore, to the extent permitted by law, Guarantor hereby
agrees and consents that the Lender may from time to time without notice to Guarantor and without affecting the liability of Guarantor
(a) release, impair, sell or otherwise dispose of any security or collateral, (b) release or agree not to sue any guarantor or
surety, (c) fail to perfect its security interest in or realize upon any security or collateral, (d) fail to realize upon any
of the obligations of Borrower or to proceed against Borrower or any guarantor or surety, (e) renew or extend the time of payment,
(f) increase or decrease the rate of interest, (g) accept additional security or collateral, (h) determine the allocation and
application of payments and credits and accept partial payments, (i) determine what, if anything, may at any time be done with
reference to any security or collateral, and (j) settle or compromise the amount due or owing or claimed to be due or owing from
any Borrower, guarantor or surety, which settlement or compromise shall not affect the undersigned’s liability for the full
amount of the guaranteed obligations. To the extent permitted by law, Guarantor expressly consents to and waives notice of all
of the above.


 


REPRESENTATIONS.
Guarantor represents and warrants that Guarantor has established adequate means of obtaining from sources other than Lender,
on a continuing basis, financial and other information pertaining to Borrower’s financial condition, and the status of Borrower’s
performance of obligations imposed by the loan documents, and Guarantor agrees to keep adequately informed from such means of
any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Lender has made no representation
to Guarantor as far as any such matters. Guarantor further represents and warrants that (i) neither this Guaranty nor any other
Related Document to which Guarantor is a party will violate any provision of law, rule, or regulation, or any order of any court
or other governmental agency to which Guarantor is subject, any provision of any agreement or instrument to which the Guarantor
is a party or by which the Guarantor or any of the Guarantor’s assets are bound, or be in conflict with, result in a breach
of, or constitute a default under any such agreement or instrument; and (ii) no action, approval, filing, or registration with
any governmental public body or authority, nor the consent of any other person or entity, nor any other legal formality, is required
in connection with the entering into, performance, or enforcement of this Guaranty, except such as have already been obtained
or taken and with respect to which a copy or other satisfactory evidence has been provided to Lender.


 


SUBROGATION.
If the Guarantor shall make payment to the Lender of all or any part of the Obligations and all the Obligations shall be paid
in full, the Lender will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest
in the Obligations resulting from such payment by the Guarantor. Notwithstanding any payment or payments made by the Guarantor
hereunder, the Guarantor will not exercise any rights of the Lender against the Borrower, nor shall the Guarantor seek contribution
from any other Guarantor until all the Obligations shall have been paid and performed in full. If any amount shall be paid to
the Guarantor on account of such subrogation rights at any time when all the Obligations will not have been paid in full, such
amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied
to the Obligations, whether matured or unmatured.


 


GENERAL
WAIVERS. Guarantor, to the extent permitted by law, hereby waives (a) notice of acceptance of this Guaranty and all notice
of the creation, extension or accrual of any of the Obligations, (b) diligence, presentment, protest, demand for payment, notice
of dishonor, notice of intent to accelerate, and notice of acceleration, (c) notice of any other nature whatsoever to the extent
permitted by law, (d) any requirement that the Lender take any action whatsoever against the Borrower or any other party or file
any claim in the event of the bankruptcy of the Borrower, or (e) failure to protect, preserve, or resort to any collateral, and
(f) any defense that could be asserted by Borrower, including defenses arising out of failure of consideration, breach of warranty,
fraud, payment, statute of frauds, bankruptcy, lack of capacity, statute of limitations, lender liability, unenforceability of
any loan document, accord and satisfaction, or usury.


 


Guarantor,
to the extent permitted by law, further waives and agrees not to assert any and all rights, benefits, and defenses that might
otherwise be available under the provisions of the governing law that might operate, contrary to Guarantor’s agreements
in this Guaranty, to limit Guarantor’s liability under, or the enforcement of, this Guaranty, including all defenses of
suretyship.


 


LENDER’S
RIGHTS. Any delay, failure, omission, or lack on the part of the Lender to enforce, assert, or exercise any provision or take
any action pursuant to the Related Documents, including any right, power, or remedy conferred on Lender in any of the Related
Documents or any action on the part of Lender granting indulgence or extension in any form Guaranty or any Related Documents does
not operate as a waiver of the Lender’s ability to exercise all of its rights. The Lender may choose to partially exercise
rights under this Guaranty and any Related Documents, but that does not prevent the Lender from fully exercising these rights.


 






    
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SURVIVAL.
This Guaranty is binding on all heirs, executors, personal representatives, administrators, assigns and successors of the
Guarantor.


 


ASSIGNABILITY.
The Lender may, without notice, assign the Obligations, in whole or in part, and each successive assignee of the Obligations
so assigned may enforce this Guaranty for its own benefit with respect to the Obligations so assigned. In the event that any person
other than the Lender shall become a holder of any of the Obligations, the reference to the Lender shall be construed to refer
to each such holder.


 


RIGHT
OF SET-OFF. To the extent permitted by law, Guarantor gives Lender the right to set-off any of Guarantor’s accounts
or property which may be in Lender’s possession against any amount owed under this Guaranty. This right of set-off does
not extend to any Keogh account, IRA, or similar tax deferred deposit. Further, the Lender shall have available all remedies under
applicable state and federal laws, including the garnishment of wages, to the extent permitted by law.


 


WAIVER
OF JURY TRIAL. All parties to this Guaranty hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any
right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to,
or incidental to the relationship established between them in this Guaranty or any other instrument, document or agreement executed
or delivered in connection with this Guaranty or the Related Documents.


 


SEVERABILITY.
If a. court of competent jurisdiction determines any term or provision of this Guaranty is invalid or prohibited by applicable
law, that term or provision will be ineffective, but only to the extent required to make it lawful. Any term or provision that
has been determined to be invalid or prohibited will be severed from the rest of this Guaranty without invalidating the remainder
of the provisions of this Guaranty.


 


GOVERNING
LAW. This Guaranty shall be governed by and construed in accordance with the laws of the State of Oklahoma except to the extent
that federal law controls.


 


HEADINGS
AND GENDER. The headings in this Guaranty are for convenience in identifying subject matter. The headings have no limiting
effect on the text that follows any particular heading. As the context herein requires, the singular shall include the plural
and one gender shall include one or both other genders.


 


ORAL
AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


ACKNOWLEDGMENT.
Guarantor hereby acknowledges that: (a) the Obligations hereunder shall be joint and several; (b) the liabilities undertaken
by Guarantor in this Guaranty are complex in nature; and (c) numerous possible defenses to the enforceability of these liabilities
may presently exist and/or may arise hereafter. As part of Lender’s consideration for entering into this transaction, Lender
has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and Guarantor has had the opportunity
to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein.
Given all of the above, Guarantor does hereby represent and confirm to Lender that Guarantor is fully informed regarding, and
that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which
such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences
to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the internet that this Guaranty
and all of the informed waivers herein shall each and all be fully enforceable by Lender, and that Lender is induced to enter
into this transaction in material reliance upon the presumed full enforceability thereof.


 


By
signing this Guaranty, Guarantor acknowledges reading, understanding, and agreeing to all its provisions.


 


	/s/
    Bradley L Grow	12-5-16	 
	Bradley
    L Grow	Date	 
	Individually	 	 
	 	 	 
	LENDER:
    SPIRITBANK AN OKLAHOMA BANKING CORPORATION
	 	 	 
	/s/
    T. C. BLAIR	12-5-16	 
	By:
    T. C. BLAIR	Date	 
	Its: Commercial Lender, Senior Vice President	 


 






    
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	RESOLUTION

        LIMITED
        LIABILITY COMPANY
	SPIRITBANK
        AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618



 


	RESOLUTION
    DATE	 		 	
	December 5, 2016	 		 	



 


LIMITED
LIABILITY COMPANY INFORMATION


 


Bricktown
Brewery Restautants LLC


14504
Hertz Quail Springs Pkwy


Oklahoma City, OK 73134-2629


 


  


By
signing below, I certify to SPIRITBANK AN OKLAHOMA BANKING CORPORATION (“Lender”) that: I am duly authorized
by the members of the above named for profit Limited Liability Company (“Company”) to manage this Company validly
organized and operating under the laws of the State of Oklahoma, and its articles were filed at the appropriate governmental office
on October 22, 2014; the following is a true and complete copy of the Resolution, properly adopted at a duly called meeting
held on___________ by a quorum of all members as provided in the articles or certificate of organization or operating agreement;
this Resolution is contained in the minutes of that meeting and that such Resolution is still in force and effect and has not
been amended or rescinded, was and still is in accordance with the articles or certificate of organization or operating agreement
of the Company; provided below are the correct titles and names and the genuine signatures of the persons authorized to exercise
the powers provided in the Resolution (“Authorized Signers”); I have provided the Lender with a true and complete
copy of the articles or certificate of organization or operating agreement as in effect as of the date of this Resolution; and
that I have the power and authority to make this certification and to execute this Resolution.


 


IT
IS RESOLVED:


 


The
Authorized Signers shall possess the powers indicated as contained in this Resolution. Each power has a designated Authority Code
that indicates the powers available to each Authorized Signer.


 


	NAME/TITLE	 	SIGNATURE	 	AUTHORITY
    CODE/LIMITATIONS
	 	 	 	 	 
	James
                                         M Burke

                                                         
	 	/s/
    James M Burke	 	L1;
    L2; L3; L4; L5; L6; L8; Dl; D2; D3; D4; D5; D6
	Manager	 	 	 	 
	 	 	 	 	 
	Bradley
    L Grow	 	/s/
    Bradley L Grow	 	L1;
    L2; L3; L4; L5; L6; L8; D1; D2; D3; D4; D5; D6
	Manager	 	 	 	


 


BORROW
MONEY. [Authority Code - L1] As in their judgment, to borrow from time to time from Lender, on such terms as may be agreed
upon between the Company and Lender, such sum or sums of money without limitation.


 


Number
of signers required: 2


 


EXECUTE
NOTES. [Authority Code - L2] To execute and deliver to Lender the promissory note(s), or other evidence of credit accommodations
of the Company, on Lender’s forms, at such rates of interest and on such terms as may be agreed upon evidencing the sums
of money so borrowed or any indebtedness of the Company to Lender, and also to execute and deliver to Lender one or more renewals,
extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes,
or any other evidence of credit accommodations.


 


Number
of signers required: 2


  


GRANT
                                         SECURITY. [Authority Code - L3] To mortgage, pledge, transfer, endorse, hypothecate,
                                         or otherwise encumber and deliver to Lender, as security for the payment of any loans
                                         or credit accommodations so obtained, any promissory notes so executed including any
                                         amendments to or modifications, renewals, and extensions of such promissory notes, or
                                         any other or further indebtedness of the Company or any third party to Lender at any
                                         time owing, however the same may be evidenced, any property now or hereafter belonging
                                         to the Company or in which the Company now or hereafter may have an interest, including
                                         without limitation all real property and all personal property (tangible or intangible)
                                         of the Company. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated,
                                         or encumbered at the time such loans are obtained or such indebtedness is incurred, or
                                         at any other time or times, and may be either in addition or in lieu of any property
                                         theretofore mortgaged, pledged, transferred, endorsed, hypothecated, or encumbered.


 


Number
of signers required: 2




 



    
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EXECUTE
SECURITY DOCUMENTS. [Authority Code - L4] To execute and deliver to Lender the forms of mortgage, deed of trust, pledge, agreement,
hypothecation agreement, and other security agreements and financing statements which may be submitted by Lender, and which shall
evidence the terms and conditions under and pursuant to which liens and encumbrances, or any of them are given; and also to execute
and deliver to Lender any authorizations and other written instruments, any chattel paper, or any other collateral, of any kind
or nature, which they may at their discretion deem reasonably necessary or proper in connection with or pertaining to the giving
and perfecting of liens and encumbrances.


 


Number
of signers required: 2


 


NEGOTIATE
ITEMS. [Authority Code - L5] To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or
other evidences of indebtedness payable to or belonging to the Company in which the Company may have an interest, and either to
receive cash for the same or to cause such proceeds to be credited to the account of the Company with Lender, or to cause such
other disposition of the proceeds derived therefrom as they may deem advisable.


 


Number
of signers required: 2


 


ADVANCE
UNDER LINE OF CREDIT. [Authority Code - L6] In the case of lines of credit, to designate additional or alternative individuals
as being authorized to request advances thereunder, and in all cases, to perform such other acts and things, to pay any and all
fees and costs, and to execute and deliver such other documents and agreements, (including agreements waiving the right to a trial
by jury) as they may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these
Resolutions. The persons indicated herein are currently authorized to request advances and authorize payments under the line of
credit until Lender receives written notice or revocation of their authority.


 


Number
of signers required: 2


 


ENTER
INTO LEASE AGREEMENTS. [Authority Code - L8] To enter into any form of personal property or fixture lease with Lender, upon
such terms as this Company and Lender may agree.


 


Number
of signers required: 2


 


DEPOSITORY
ACCOUNT. [Authority Code - Dl] Open and maintain any depository account(s) in the name of the Company, subject to any terms
and conditions governing the account(s), including:


 


		1.	Make
deposits to the account;
		2.	Endorse
                                         for negotiation, negotiate, and receive the proceeds of any negotiable instrument, check,
                                         draft, or order for the payment of money payable to or belonging to the Company by writing,
                                         stamp, or other means permitted by this Resolution without the designation of the person
                                         endorsing;
		3.	Make
                                         withdrawals from the account in any manner permitted by the account;
		4.	Transfer
                                         funds from the Company account at this Financial Institution to any account whether or
                                         not held at this Financial Institution and whether or not held by the Company;
		5.	Transfer
                                         funds to the Company account at this Financial Institution from any account whether or
                                         not held at this Financial Institution and whether or not held by the Company;
		6.	Approve,
                                         endorse, guarantee, and identify the endorsement of any payee or any endorser of any
                                         negotiable instrument, check, draft, or order for the payment of money whether drawn
                                         by the Company or anyone else and guarantee the payment of any negotiable instrument,
                                         check, draft, or order for the payment of money; and
		7.	Delegate
                                         to others the authority to approve, endorse, guarantee, and identify the endorsement
                                         of any payee or endorser on any negotiable instrument, check, draft, or order for the
                                         payment of money and to guarantee the payment of any such negotiable instrument, check,
                                         draft, or order for the payment of money.



 


Number
of signers required: 2


 


SAFE
DEPOSIT BOX. [Authority Code - D2]  Lease a Safe Deposit Box(es) with Lender, make inspections of, deposits to,
and removals from the Box(es) and exercise all rights and be subject to all responsibilities under the Lease.


 


Number
of signers required: 2


 


NIGHT
DEPOSITORY. [Authority Code - D3] Enter into a Night Depository Agreement with Lender and exercise all rights and be subject
to all responsibilities under the Agreement.


 


Number
of signers required: 2


 


LOCK
BOX. [Authority Code - D4] Enter into a Lockbox Agreement with Lender and exercise all rights and be subject to all responsibilities
under the Agreement.


 


Number
of signers required: 2


 


DEBIT
CARD/ACCESS CARD. [Authority Code - D5) Apply for, receive, and utilize debit, automated teller machine cards, credit cards,
or other access devices to exercise those powers authorized by this Resolution or other. Resolutions then in effect.


 


Number
of signers required: 2


  






    
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Resolution - Limited Liability Company DL4012
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CASH
MANAGEMENT. [Authority Code - D6) Enter into a Cash Management Agreement with Financial Institution, and exercise all rights
and be subject to all responsibilities under the Agreement.


 


Number
of signers required: 2




 


IT
IS FURTHER RESOLVED THAT:


 


DESIGNATED
DEPOSITORY. The Lender is designated as a depository for the funds of the Company and to provide other financial accommodations
indicated in this Resolution.


 


AUTHORIZED
SIGNER’S POWERS. Authorized Signers are authorized to make any and all other contracts, agreements, stipulations and
orders which the Authorized Signers may deem advisable for the effective exercise of their powers.


 


SIGNATURES.
The Lender shall be indemnified and held harmless by the Company for any claims, expenses, damages or attorney fees resulting
from the honoring of any signature, authorized by this Resolution, or refusing to honor any signature not so authorized, regardless
of whether or not such signature was genuine, if such signature reasonably resembles the specimen provided to the Lender. The
Lender shall also be permitted to rely upon non-signature security and verification codes which it provides to or receives from
an Authorized Signer and shall be indemnified and held harmless by the Company for any claims, expenses, damages or attorney fees
resulting from their use.


 


IMPROPER
ENDORSEMENT. Any negotiable instrument, check, draft or order for the payment of moneys not clearly endorsed by the Authorized
Signer may be returned to the Company by the Lender. The Lender, in its sole discretion, alternatively may endorse on behalf of
the Company any negotiable instrument, check, draft or order for the payment of money not clearly endorsed in order to facilitate
collection. Lender shall have no liability for any delay in the presentment or return of any negotiable instrument, check, draft,
or order for the payment of money which is not properly endorsed.


 


DISPOSITION
OF FUNDS. When withdrawal or transfer powers are granted to an Authorized Signer, the Lender is directed and authorized to
act upon and honor withdrawal or transfer instructions issued and to honor, pay, transfer from and charge to any depository account(s)
of the Company, all negotiable instruments, checks, drafts, or orders for the payment of money so drawn when signed consistent
with the Resolution without inquiring as to the disposition of the proceeds or the circumstances surrounding the issuance of the
negotiable instrument, check or order for the payment of money involved, whether such negotiable instruments, checks, drafts or
orders for the payment of money are payable to the order of, or endorsed or negotiated by any Authorized Signer signing them or
any Authorized Signer in their individual capacities or not, and whether they are deposited to the individual credit of or tendered
in payment of the individual obligation or account of any Authorized Signer signing them or of any other Authorized Signer.


 


PRIOR
ENDORSEMENTS. All negotiable instruments, checks, drafts or orders for the payment of money deposited with prior endorsements
are guaranteed by the Company.


 


PRE-RESOLUTION
TRANSACTIONS. All actions by Authorized Signers in accordance with this Resolution but before the adoption of this Resolution
are approved, ratified, adopted and confirmed by the Company.


 


WARRANTY.
The Lender may rely upon the certification as to the authority of the Company to execute this Resolution and make the representations
in this Resolution.


 


NOTIFICATION
OF CHANGES. The Company shall notify Lender in writing at its address shown above in advance of any changes which would affect
the validity of any matter certified in this Resolution.


 


REVOCATION
AND MODIFICATION. An act (“Act”) to modify, terminate, amend or replace this Resolution will not immediately affect
the ability of the Lender to rely upon this Resolution. The Act shall not affect any action by the Lender in reliance on this
Resolution before the date the Act becomes effective as set forth in the next sentence. An Act will not become effective until
all of the following occur: (a) Lender receives written notification of the Act in form and substance satisfactory to Lender and
(b) the Lender has had a reasonable period of time to act upon such notification. Until the Act is effective, this Resolution
shall remain in full force and bind the Company, its legal representatives, heirs, successors and assigns.


 


FACSIMILE
SIGNATURES. The Lender shall be entitled to honor and charge the Company for all such negotiable instrument, checks, drafts
or other orders for payment of money drawn in the name of the Company, on its regular accounts, including an order for electronic
debit, whether by electronic tape or otherwise, regardless of by whom or by what means facsimile signatures or other non-manual
signature (collectively, “Facsimile Signatures”) may have been affixed, or electronically communicated, if such Facsimile
Signatures resembles the specimens duly certified to or filed with the Lender for any of the named Authorized Signers, regardless
of whether any misuse is with or without the negligence of the Company. The Company agrees that the duty of maintaining the security
of any such Facsimile Signatures or device by which it is affixed is solely that of the Company.


 


IN
WITNESS WHEREOF, we have hereunto subscribed our names as Members and hereby acknowledge that the above Authorized Signers have authority
to exercise the powers provided in this Resolution on December 8, 2016.


 


	/s/
    James M Burke	12-5-16	 	/s/
    Bradley L Grow	12-5-16
	James
    M Burke	Date	 	Bradley
    L Grow	Date


  






    
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Resolution - Limited Liability Company DL4012
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	DISBURSEMENT
    REGISTER	SPIRITBANK
                                         AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618



 


	LOAN NUMBER	 	DISBURSEMENT DATE	 	
	1612000008	 	December 5, 2016	 	



 


BORROWER
INFORMATION


 


Bricktown
Brewery Restautants LLC


14504
Hertz Quail Springs Pkwy


Oklahoma
City, OK 73134-2629


 


	LOAN DISBURSEMENT	 	DESCRIPTION	 	DOLLAR
    AMOUNT	 	 	CHECK NUMBER
	SpiritBank	 	1501:Processing Fee	 	$	250.00	 	 	Net Out
	SpiritBank	 	1502:Origination Fee	 	$	937.50	 	 	Net Out
	SpiritBank	 	1503:FUNDS HELD TO BE ADVANCED	 	$	248,812.50	 	 	Net Out



 


By
signing this Disbursement Register, each Borrower acknowledges reading, understanding and receiving a completely filled in copy
of it.


 


Bricktown
Brewery Restautants LLC


 


	/s/
    James M Burke	12-5-16	 	/s/
    Bradley L Grow	12-5-16
	By: James
    M Burke	Date	 	By: Bradley
    L Grow	Date
	Its:
    Manager	 	 	Its:
    Manager	 


 






    
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Disbursement Register - DL4021
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	ERROR
    AND OMISSIONS COMPLIANCE AGREEMENT	SPIRITBANK
                                         AN OKLAHOMA BANKING

        CORPORATION

        9618
        S MEMORIAL

        Tulsa,
        Oklahoma 74133

        (918)298-9618



  


	LOAN NUMBER	 	DATE	 	
	1612000008	 	December
    5, 2016	 	 



 


BORROWER
INFORMATION


 


Bricktown
Brewery Restautants LLC


14504
Hertz Quail Springs Pkwy


Oklahoma
City, OK 73134-2629


 


 



 


LENDER.
“Lender” means SPIRITBANK AN OKLAHOMA BANKING CORPORATION whose address is 9618 S MEMORIAL, Tulsa, Oklahoma
74133, its successors and assigns.


 


BORROWER.
“Borrower” means each person or legal entity who signs this Agreement.


 


In
consideration of all loans and other financial accommodations from Lender to Borrower, the undersigned hereby agree that if requested
by Lender or Closing Agent for Lender to fully cooperate and adjust for clerical errors, any or all loan closing documentation
if deemed necessary or desirable in the reasonable discretion of Lender.


 


The
undersigned agree to comply with all above noted requests by Lender within 30 days from date of mailing of said requests. The
undersigned agree to assume all costs including, by way of illustration and not limitation, actual expenses, legal fees, and marketing
losses for failing to comply with correction requests in the above noted time period.


 


The
undersigned do hereby so agree and covenant in order to assure that this loan documentation executed this date will assure marketable
title in the said Borrower.


 


By
signing this Error and Omissions Compliance Agreement, each Borrower acknowledges reading, understanding, and agreeing to all
its provisions.


 


Bricktown
Brewery Restautants LLC


 


	/s/
    James M Burke	12-6-16	 	/s/
    Bradley L Grow	12-6-16
	By: James
    M Burke	Date	 	By: Bradley
    L Grow	Date
	Its:
    Manager	 	 	Its:
    Manager	 


 





 



  


	STATE
    OF	OKLAHOMA.	 )
	 	 	 )
	COUNTY
    OF	TULSA	 )


 


Subscribed
and sworn (affirmed) to me, a ____________________in and for the county and state aforesaid, by said affiant(s) who
is/are personally known to me, and he/she/they duly acknowledged to me the execution of the foregoing instrument.


 


	My
    commission expires: _________________	_________________________________
	___________ residing
    at ________________,	________________
	___________, ______________________________.	________________
	 	Identification
    Number ________________
	 	 
	(Official
    Seal)	 



 






    
	©2004-2015 Compliance Systems, Inc. 661E-1A46 - 2015.3.0.213
Error And Omissions Compliance Agreement - DL6011
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