SECURITIES ACCOUNT CONTROL AGREEMENT


 


THIS SECURITIES ACCOUNT CONTROL
AGREEMENT (this “Agreement”) is entered into as of September 30, 2015 by and among __________ (“Customer”),
T.R. Winston & Company, LLC, a Delaware limited liability company (“Intermediary”), and LBB Acquisition, LLC, a
limited liability company organized under the laws of the state of North Carolina (the “Secured Party”).


 


WHEREAS, the Customer and
the Secured Party entered into that certain Stock Pledge and Security Agreement dated as of even date herewith, whereby Customer
agreed to deposit the Collateral (as hereinafter defined) in order to secure certain obligations owed to the Secured Party; and


 


WHEREAS, Customer maintains
that certain account no. _________, and may now or hereafter maintain sub-accounts thereunder or consolidated therewith (collectively,
the “Securities Account”) with Intermediary pursuant to an agreement between Intermediary and Customer dated as of
September ___, 2015 (the “Account Agreement”), a copy of which is attached hereto as Exhibit A, and Customer
has granted to Secured Party a security interest in the Securities Account and all financial assets and other property now or at
any time hereafter held in the Securities Account; and


 


WHEREAS, Secured Party, Customer
and Intermediary have agreed to enter into this Agreement to perfect Secured Party’s security interests in the Collateral,
as defined below.


 


NOW, THEREFORE, in consideration
of their mutual covenants and promises, the parties agree as follows:


 


1.DEFINITIONS.
As used herein:


 


(a)the term “Collateral”
shall mean: (i) the Securities Account; (ii) all financial assets credited to the Securities Account; (iii) all security entitlements
with respect to the financial assets credited to the Securities Account; (iv) any and all other investment property or assets maintained
or recorded in the Securities Account; and (v) all replacements or substitutions for, and proceeds of the sale or other disposition
of, any of the foregoing, including without limitation, cash proceeds; and


 


(b)the terms “investment
property,” “entitlement order,” “financial asset” and “security entitlement” shall have
the respective meanings set forth in the Uniform Commercial Code. The parties hereby expressly agree that all property, including
without limitation, cash, certificates of deposit and mutual funds, at any time held in the Securities Account is to be treated
as a “financial asset.”


 


2.AGREEMENT FOR CONTROL.
Intermediary is authorized by Customer and agrees to comply with all entitlement orders originated by Secured Party with respect
to the Securities Account, and all other requests or instructions from Secured Party regarding disposition and/or delivery of the
Collateral, without further consent or direction from Customer or any other party.


 




    	 	 1	 



    	 



    


 


3.CUSTOMER’S RIGHTS
WITH RESPECT TO THE COLLATERAL.


 


(a)Until Intermediary
is notified in writing otherwise by Secured Party, Customer, or any party authorized by Customer to act with respect to the Securities
Account, may give trading instructions to Intermediary with respect to Collateral in the Securities Account.


 


(b)Without Secured
Party’s prior written consent, except to the extent permitted by the preceding paragraph: (i) neither Customer nor any party
(whether authorized by Customer or not) other than Secured Party may withdraw any Collateral from the Securities Account; and (ii)
Intermediary will not comply with any entitlement order or request to withdraw any Collateral from the Securities Account given
by any party other than Secured Party.


 


(c)Upon receipt of
written notice from Secured Party (with a copy to Customer): (i) Intermediary shall promptly cease complying with entitlement
orders and other instructions concerning the Collateral, including the Securities Account, from all parties other than Secured
Party; and (ii) Intermediary shall not make any further distributions of any Collateral to any party other than Secured Party,
nor permit any further voluntary changes in the financial assets.


 


4.INTERMEDIARY’S
REPRESENTATIONS AND WARRANTIES. Intermediary represents and warrants to Secured Party that:


 


(a)The Securities
Account is maintained with Intermediary solely in Customer’s name.


 


(b)Intermediary has
no knowledge of any claim to, security interest in or lien upon any of the Collateral, except: (i) the security interests
in favor of Secured Party; and (ii) Intermediary’s liens securing fees and charges, or payment for open trade commitments,
as described in the last paragraph of this Section.


 


(c)Attached hereto
as Exhibit A is a true and complete copy of the Account Agreement.


 


(d)Attached hereto
as Exhibit B is an accurate and complete statement of the financial assets in the Securities Account as of the date set
forth in said statement.


 


(e)Any claim to,
security interest in or lien upon any of the Collateral which Intermediary now has or at any time hereafter acquires shall be junior
and subordinate to the security interests of Secured Party in the Collateral, except for Intermediary’s liens securing: (i)
fees and charges owed by Customer with respect to the operation of the Securities Account; and (ii) payment owed to Intermediary
for open trade commitments for purchases in and for the Securities Account.


 




    	 	 2	 



    	 



    


 


5.AGREEMENTS OF INTERMEDIARY
AND CUSTOMER. Intermediary and Customer agree that:


 


(a)Intermediary shall
flag its books, records and systems to reflect Secured Party’s security interests in the Collateral, and shall provide notice
thereof to any party making inquiry as to Customer’s accounts with Intermediary to whom or which Intermediary is legally
required or permitted to provide information.


 


(b)Intermediary shall
send copies of all statements relating to the Securities Account simultaneously to Customer and Secured Party.


 


(c)Intermediary shall
promptly notify Secured Party if any other party asserts any claim to, security interest in or lien upon any of the Collateral,
and Intermediary shall not enter into any control, custodial or other similar agreement with any other party that would create
or acknowledge the existence of any such other claim, security interest or lien.


 


(d)Without Secured
Party’s prior written consent, Intermediary and Customer shall not amend or modify the Account Agreement, other than amendments
to reflect ordinary and reasonable changes in Intermediary’s fees and charges for handling the Securities Account.


 


(e)Neither Intermediary
nor Customer shall terminate the Account Agreement without giving thirty (30) days’ prior written notice to Secured Party.


 


6.MISCELLANEOUS.


 


(a)This Agreement
shall not create any obligation or duty of Intermediary except as expressly set forth herein.


 


(b)As to the matters
specifically the subject of this Agreement, in the event of any conflict between this Agreement and the Account Agreement or any
other agreement between Intermediary and Customer, the terms of this Agreement shall control.


 


(c)All notices, requests, consents,
claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed
to the parties at the addresses set forth on the signature page (or to such other address that may be designated by the receiving
party from time to time in accordance with this section). All Notices shall be delivered by nationally recognized overnight courier
(with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage prepaid) and shall be
deemed received on the second business day after deposit.


 




    	 	 3	 



    	 



    


 


(d)The prevailing
party in the prosecution or defense of any action arising out of this Agreement, including any action for declaratory relief, shall
be reimbursed by the party whose course of action necessitated such prosecution or defense for all costs and expenses, including
reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the prevailing party’s in-house
counsel), expended or incurred by the prevailing party in connection therewith, whether incurred at the trial or appellate level,
in an arbitration proceeding, bankruptcy proceeding or otherwise.


 


(e)This
Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors
and assigns of the parties; provided however, that Intermediary may not assign its obligations hereunder without Secured Party’s
prior written consent. This Agreement may be amended or modified only in writing signed by all parties hereto.


 


(f)This
Agreement shall terminate upon: (i) Intermediary’s receipt of written notice from Secured Party expressly stating that Secured
Party no longer claims any security interest in the Collateral; or (ii) termination of the Account Agreement pursuant to the terms
hereof and Intermediary’s delivery of all Collateral to Secured Party or its designee in accordance with Secured Party’s
written instructions.


 


(g)This
Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect
to any choice or conflict of law provision or rule.


 


[Signature
page follows]


 




    	 	 4	 



    	 



    


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.


 


	____________________, as
    Customer	 	LBB ACQUISITION, LLC, as
    Secured Party
	 	 	 	 	 
	By:	                                   	 	By:	 
	Address:	 	Name:	Michael D. Pruitt
	 	 	 	Title:	Chief Executive Officer
	 	 	 	Address:	
	 	 	 	7621 Little Avenue, Suite
    414
	 	 	 	Charlotte, North Carolina
    28226
	T.R. Winston & Company,
    LLC,	 	 	 
	a Delaware limited liability
    company	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Title:	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




 



    	 	 5