nrom_ex1011





 





 



EXHIBIT 10.11


 


SENIOR
SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT


   



February 7,
2020

 





NOBLE
ROMAN’S, INC.,


an
Indiana corporation, as the Issuer,

 





the
Purchasers named herein,


 


 

 


CORBEL
CAPITAL PARTNERS SBIC, L.P.,


as the
Agent


  


 


 


$8,000,000


 


 





	












 








 





 


TABLE
OF CONTENTS

 


 

 


Page


	


ARTICLE 1

	


THE NOTES AND WARRANTS

	


1


	


1.1

	


Authorization of Initial Notes and Warrants; Issuance of Initial
Notes and Warrants Generally

	


1


	


1.2

	


Interest Rates; Payments of Interest

	


2


	


1.3

	


Statements of Obligations

	


4


	


1.4

	


Holidays

	


4


	


1.5

	


Repayment of Notes

	


4


	


1.6

	


Payment of Obligations

	


9


	


1.7

	


Fees

	


9


	


1.8

	


Taxes on Payments

	


9


	


1.9

	


Recovery of Additional Costs

	


10


	


1.10

	


Inability to Determine Interest Rate

	


10


	


ARTICLE 2

	


CONDITIONS TO CLOSING

	


12


	


2.1

	


Conditions to the Purchase of the Initial Notes on the Closing
Date

	


12


	


ARTICLE 3

	


ISSUER REPRESENTATIONS AND WARRANTIES

	


12


	


3.1

	


Legal Status

	


12


	


3.2

	


No Violation; Compliance

	


12


	


3.3

	


Authorization; Enforceability

	


12


	


3.4

	


Approvals; Consents

	


13


	


3.5

	


Liens and Debt

	


13


	


3.6

	


Litigation; Compliance with Laws; Product Liability; Information
Security

	


13


	


3.7

	


No Default

	


14


	


3.8

	


Capitalization; Subsidiaries

	


14


	


3.9

	


Taxes

	


15


	


3.10

	


Correctness of Financial Statements; No Material Adverse
Effect

	


15


	


3.11

	


ERISA

	


15


	


3.12

	


Full Disclosure

	


15


	


3.13

	


Other Obligations

	


16


	


3.14

	


Investment Company Act

	


16


	


3.15

	


Patents, Trademarks, Copyrights, and Intellectual Property,
etc

	


16







 




 








 






 


 



TABLE OF CONTENTS



(continued)



Page


 


	


3.16

	


Environmental Condition

	


16


	


3.17

	


Solvency

	


17


	


3.18

	


Labor Matters

	


17


	


3.19

	


Brokers

	


17


	


3.20

	


Material Contracts

	


17


	


3.21

	


OFAC and Anti-Corruption Matters

	


17


	


3.22

	


ITAR

	


18


	


3.23

	


SBIC Matters

	


18


	


3.24

	


Warrants

	


19


	


3.25

	


Company-Owned Unit Locations; Franchised Unit
Locations

	


20


	


3.26

	


Franchise Agreements; FDD

	


20


	


3.27

	


Leases

	


20


	


3.28

	


Insurance

	


21


	


3.29

	


Inventory and Equipment

	


21


	


3.30

	


Debt

	


21


	


3.31

	


Designation of Senior Debt

	


21


	


ARTICLE 4

	


AFFIRMATIVE COVENANTS

	


21


	


4.1

	


Punctual Payments

	


21


	


4.2

	


Books and Records; Inspection Rights

	


22


	


4.3

	


Collateral Reporting and Financial Statements

	


22


	


4.4

	


Existence; Preservation of Licenses; Compliance with
Law

	


24


	


4.5

	


Insurance

	


24


	


4.6

	


Assets

	


25


	


4.7

	


Taxes and Other Liabilities

	


25


	


4.8

	


Notices to the Agent

	


26


	


4.9

	


Further Assurances

	


27


	


4.10

	


Board Observer Rights

	


27


	


4.11

	


Environmental Compliance

	


28


	


4.12

	


Additional Collateral

	


28


	


4.13

	


Additional Guarantors

	


28


	
 

	
 

	
 







 




 








 






 



TABLE OF CONTENTS



(continued)



Page


 


	


4.14

	


Warrants

	


28


	


4.15

	


Key Person Life Insurance

	


29


	


4.16

	


Tax Account; Estimated Tax Amounts

	


29


	


4.17

	


Post-Closing Matters

	


29


	


ARTICLE 5

	


NEGATIVE COVENANTS

	


29


	


5.1

	


Use of Funds; Margin Regulation

	


29


	


5.2

	


Debt

	


30


	


5.3

	


Liens

	


30


	


5.4

	


Merger, Consolidation, Acquisitions

	


30


	


5.5

	


Sales and Leasebacks

	


30


	


5.6

	


Dispositions

	


30


	


5.7

	


Investments

	


30


	


5.8

	


Character of Business

	


30


	


5.9

	


Restricted Payments; Officer and Employee Compensation

	


31


	


5.10

	


Guarantee

	


32


	


5.11

	


Transactions with Affiliates

	


32


	


5.12

	


Securities Issuance

	


32


	


5.13

	


Financial Condition

	


32


	


5.14

	


OFAC

	


33


	


5.15

	


Fiscal Year; Accounting Methods

	


34


	


5.16

	


Burdensome Agreements

	


34


	


5.17

	


Prepayments and Amendments

	


34


	


5.18

	


Tax Account

	


35


	


5.19

	


Settlement of Disputes

	


35


	


ARTICLE 6

	


EVENTS OF DEFAULT AND REMEDIES

	


35


	


6.1

	


Events of Default

	


35


	


6.2

	


Remedies

	


38


	


6.3

	


Appointment of Receiver or Trustee

	


39


	


6.4

	


Power of Attorney

	


39


	


6.5

	


Remedies Cumulative

	


39







 




 








 






 



TABLE OF CONTENTS



(continued)



Page


 


	


ARTICLE 7

	


AGENCY

	


40


	


7.1

	


Appointment and Authority

	


40


	


7.2

	


Rights as a Purchaser

	


40


	


7.3

	


Exculpatory Provisions

	


40


	


7.4

	


Reliance by the Agent

	


41


	


7.5

	


Delegation of Duties

	


41


	


7.6

	


Resignation of the Agent

	


42


	


7.7

	


Non-Reliance on the Agent and Other Purchasers

	


42


	


7.8

	


No Other Duties, etc

	


42


	


7.9

	


The Agent May File Proofs of Claim

	


43


	


7.10

	


Collateral and Guaranty Matters

	


43


	


ARTICLE 8

	


PURCHASER REPRESENTATIONS AND WARRANTIES

	


44


	


8.1

	


Purchase Entirely for Own Account

	


44


	


8.2

	


Accredited Investor

	


44


	


ARTICLE 9

	


MISCELLANEOUS

	


44


	


9.1

	


Notices

	


44


	


9.2

	


No Waivers

	


45


	


9.3

	


Expenses; Documentary Taxes; Indemnification

	


45


	


9.4

	


Amendments and Waivers

	


46


	


9.5

	


Successors and Assigns; Participations; Disclosure;
Register

	


48


	


9.6

	


Confidentiality

	


49


	


9.7

	


Counterparts; Integration

	


50


	


9.8

	


Severability

	


51


	


9.9

	


Knowledge

	


51


	


9.10

	


Additional Waivers

	


51


	


9.11

	


Destruction of the Issuer’s Documents

	


51


	


9.12

	


CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; CLASS ACTION
WAIVER

	


51


	


9.13

	


Reference Provision

	


53


	


9.14

	


Patriot Act Notification

	


54







 




 








 






 



TABLE OF CONTENTS



(continued)



Page


 


	


9.15

	


Continuing Liability

	


55


	


9.16

	


Survival

	


55







 




 








 





 


Annexes,
Exhibits and Schedules

 


 


	

Annex
1

	

Definitions
and Construction


	

Annex
2

	

Closing
Conditions


	
 

	
 


	

Exhibit
A

	

Form of
Note


	

Exhibit
B

	

Form of
Warrant


	

Exhibit
C

	

Form of
Board Observer Agreement


	

Exhibit
D

	

Funds
Flow Memorandum


	

Exhibit
4.3(a)

	

Form of
Monthly Financial Reporting Package


	

Exhibit
4.3(d)

	

Form of
Compliance Certificate


	

Schedule
1.1

	

Purchasers
Commitments


	

Schedule
3.1

	

Legal
Status


	

Schedule
3.6(a)

	

Litigation


	

Schedule
3.6(c)

	

Product
Liability


	

Schedule
3.6(d)

	

Information
Security


	

Schedule
3.8(a)

	

Ownership
of Note Parties


	

Schedule
3.8(b)

	

Ownership
of Subsidiaries


	

Schedule
3.15

	

Intellectual
Property


	

Schedule
3.19

	

Brokers


	

Schedule
3.20

	

Material
Contracts


	

Schedule
3.25

	

Unit
Locations


	

Schedule
3.26

	

Franchise
Agreements; FDD


	

Schedule
3.27

	

Leases


	

Schedule
3.30

	

Debt


	

Schedule
4.17

	

Post-Closing
Matters







 

 


 




 








 





 


This
SENIOR SECURED PROMISSORY NOTE AND WARRANT PURCHASE


AGREEMENT, dated as
of February 7, 2020, is entered into by and among NOBLE
ROMAN’S, INC., an Indiana corporation (the
“Issuer”), each
purchaser from time to time party hereto (collectively, the
“Purchasers” and
individually, a “Purchaser”), and CORBEL CAPITAL
PARTNERS SBIC, L.P., in its capacity as the administrative agent
(the “Agent”).
(Initially capitalized terms used in this Agreement have the
meanings ascribed to such terms in Annex 1. In addition, interpretation of
UCC terms, accounting terms, and other matters of construction are
set forth in Annex
1):

 

A. The respective
Purchasers desire to purchase Notes and Warrants from the Issuer
pursuant to this Agreement, and the Issuer desires to sell and
issue Notes and Warrants to the Purchasers, on the terms and
subject to the conditions set forth herein; and

 

B. The Issuer is
selling and issuing the Warrants to the respective Purchasers, as
an inducement to and as consideration for the Purchaser’s
willingness to enter into and purchase Notes pursuant to this
Agreement.

 


NOW,
THEREFORE, inconsideration for the foregoing premises, and for
other good and valuable consideration the receipt and sufficiency
of which are acknowledged, and intending to be legally bound, the
parties hereto hereby agree as follows:

 


 


ARTICLE
1


THE
NOTES AND WARRANTS

 


 

1.1 Authorization
of Initial Notes and Warrants; Issuance of Initial Notes and
Warrants Generally.


 

(a) Authorization of Initial Notes and
Warrants. The Issuer has authorized the issue and sale of
$8,000,000 aggregate principal amount of its Senior Secured
Promissory Notes due February 7, 2025 (the “Initial Notes”). The Initial Notes
shall be substantially in the form attached hereto as Exhibit A. No amount repaid or
prepaid under any Initial Note may be borrowed again. The Issuer
also has authorized the issuance and sale of the Warrants to the
Purchasers concurrently with the issuance and sale of the Initial
Notes. The Warrants shall be substantially in the forms attached
hereto as Exhibit
B.

 





(b) Issuance of Initial Notes and
Warrants. The Issuer hereby agrees to sell to each Purchaser
on the Closing Date, and, subject to the terms and conditions set
forth herein and in the other Note Documents, and in reliance upon
the representations, warranties and covenants set forth herein and
therein, each Purchaser severally agrees to purchase from the
Issuer on the Closing Date, Initial Notes in the original principal
amount set forth opposite such Purchaser’s name on Part (a) of Schedule 1.1 and Warrants to
purchase the respective percentages of the Ownership Interests of
the respective Purchasers set forth on Part (b) of Schedule 1.1. On the Closing
Date, the Issuer will deliver to each Purchaser at the offices of
Morgan, Lewis & Bockius LLP, 300 South Grand Avenue, Suite
2200, Los Angeles, California, one or more original executed
Initial Notes registered in such Purchaser’s name and in the denomination
or denominations and in the respective face amounts specified on
Part (a) of
Schedule 1.1, and
Warrants to purchase the respective
percentages of the Ownership Interests of the respective Purchasers
set forth on Part
(b) of Schedule
1.1, against payment of the purchase price therefor by wire
transfer of immediately available funds to the bank account of the
Issuer in accordance with the wire instructions set forth in the
Funds Flow Memorandum. The Purchasers’ obligations hereunder are
several and not joint obligations and no Purchaser shall have any
liability to any Person for the performance or non- performance of
any obligation by any other Purchaser hereunder.


 




 








 






   


(c) OID. The Initial Notes are
being issued with OID in the amount allocated to the respective
Initial Notes on Part
(a) of Schedule
1.1. The Issuer agrees to report the amount of OID
associated with the respective Initial Notes (and to record and
report any interest expense attributable to such OID) in accordance
with such Schedule and allocation. For purposes of Section 1273 of
the Internal Revenue Code, the aggregate issue price of the Initial
Notes and the Warrants is $8,000,000. Pursuant to GAAP consistently
applied and U.S. Treasury Regulations, the Purchasers and Issuer
agree to allocate $7,940,022.88 of the issue price to the Initial
Notes and

 


$59,977.12 to the
Warrants, and agree that such allocation reflects the relative fair
market values of the Initial Notes and the Warrants as of the
Closing Date. The Purchasers and Issuer further agree to recognize
and adhere to the determinations and allocations of OID and
valuation of the Warrants set forth herein for all federal and
state income tax purposes and file all tax returns in a manner
consistent herewith.

 


 

(d) Put Notes. The Issuer shall
issue the Put Notes to the Purchasers if and when required pursuant
to the terms of the Warrants. The Put Notes shall be substantially
in the form attached hereto as Exhibit A. No amount repaid or
prepaid under any Put Note may be borrowed again.

 


1.2 Interest
Rates; Payments of Interest.

 


 

(a) Interest. Interest on the
Initial Notes shall be payable from time to time partially in cash,
and partially in the form of PIK Interest, and interest on the Put
Notes shall be payable from time to time in cash, in each case, as
provided below. Interest on the Notes will be computed as set forth
in Section
1.2(b).

 


 

(i) Cash Interest on Notes. In
addition to the interest payable in accordance with Section 1.2(a)(ii), if
applicable, on each Interest Payment Date prior to the Maturity
Date applicable thereto and at maturity (whether the stated
Maturity Date applicable thereto, as a result of acceleration or
otherwise), the Issuer shall pay and discharge in cash to the Agent
the interest then accrued on the aggregate outstanding principal
amount of the Notes (including interest accrued on all additional
principal added to the principal balance of the Notes prior to such
Interest Payment Date in accordance with Section 1.2(a)(ii)) at a rate
equal to, subject to Section 1.2(a)(iii), the LIBOR
Rate plus 7.75% per
annum. Except as otherwise set forth herein, upon the expiration of
an Interest Period, the Notes will continue to accrue interest
under this Section
1.2(a)(i) at a rate of interest based on the LIBOR Rate for
successive Interest Periods.

 


 

(ii) PIK
Interest on Initial Notes. In addition to the interest
payable in accordance with Section 1.2(a)(i), on each
Interest Payment Date prior to the Maturity Date applicable thereto
and at maturity (whether the stated Maturity Date applicable
thereto, as a result of acceleration or otherwise), the Issuer
shall pay interest then accrued on the aggregate

 




 








 





 


outstanding
principal amount of the Initial Notes (including interest accrued
on all additional principal added to the principal balance of the
Initial Notes prior to such Interest Payment Date in accordance
with Section
1.2(a)(ii)) in kind (“PIK Interest”) by adding such
amount to the outstanding principal amount of the Initial Notes, at
a rate equal to, subject to Section 1.2(a)(iii), 3.00% per
annum (the “PIK Interest
Rate”). Any PIK Interest added to the then outstanding
principal balance of the Initial Notes shall begin accruing
interest at the interest rates set forth in Section 1.2(a)(i) and
(ii) beginning on
and including the Interest Payment Date on which such PIK Interest
is added to the principal amount of the Initial Notes. All PIK
Interest added to the principal balance of the Initial Notes
pursuant to this Section
1.2(a)(ii) will, for all purposes of this Agreement and the
Initial Notes, constitute outstanding principal on the Initial
Notes.

 


 

(iii) Default
Rate. Upon the occurrence and during the continuance of an
Event of Default, in addition to and not in substitution of any of
the Agent’s or any
Purchaser’s other
rights and remedies with respect to such Event of Default, in the
sole discretion of the Agent or the Required Purchasers, the entire
unpaid principal balance of the Notes shall bear interest at a per
annum cash rate equal to 300 basis points above the per annum cash
rate, and if applicable, PIK Interest Rate, otherwise applicable
thereunder. In addition, in the sole discretion of the Agent or the
Required Purchasers, interest, Expenses, any fees chargeable
hereunder, and other amounts due hereunder or under any other Note
Document not paid when due shall bear interest at the interest
rates set forth in Section
1.2(a)(i) increased by 300 basis points until such overdue
payment is paid in full in cash. For the avoidance of doubt, Agent
or the Required Purchasers may elect to impose the default rates
above effective as of the date of the occurrence of such Event of
Default regardless of the date Agent or the Purchasers give written
notice of the election to impose such default rates and regardless
of the date Agent or the Purchasers received notice of, or obtained
knowledge of, the occurrence of such Event of Default, and such
default rates shall automatically apply upon the occurrence of an
Event of Default under Section 6.1(g) or (h); provided, however, that other than with
respect to Events of Default under Section 6.1(g) or (h), the Issuer shall not be
required to pay interest at the default rate for any periods in
excess of 120 days prior to the earlier of the date on which the
Issuer provided written notice to the Agent regarding the
applicable Event of Default and the date on which the Agent
provided written notice to the Issuer regarding the applicable
Event of Default.

 


 

(b) Computation of Interest. All
interest shall be calculated on the basis of a 360 day year and the
actual number of days elapsed. Interest shall accrue (i) with
respect to the Initial Notes, from the Closing Date to the date of
repayment of the Initial Notes, and (ii) with respect to any Put
Note, from the date such Put Note is issued to the date of
repayment of such Put Note, in each case, in accordance with the
provisions of this Agreement; provided, however, that if a Note is
repaid on the same day on which it is made, then one day’s
interest shall be paid on the Note. Any and all interest not paid
when due shall be added to the principal balance of the applicable
Note and shall bear interest thereafter as provided for in
Section
1.2(a)(iii).

 


 

(c) Maximum Interest Rate. Under no
circumstances shall the interest rate or rates charged hereunder or
under the Notes, plus any other amounts paid hereunder or under the
Notes, exceed the highest rate permissible under any law which a
court of competent jurisdiction shall, in a final determination,
deem applicable hereto. If such a court determines that the
Purchasers have received or charged interest hereunder in excess of
the highest legally permissible interest rate, any payments with
respect to such excess amount shall be deemed received
on




 








 





 


account
of, and shall automatically be applied to reduce the Obligations,
in the inverse order of maturity, and the provisions hereof shall
be deemed amended to provide for the highest permissible rate
applicable at the time or in the context in question. If there are
no Obligations then outstanding, the Purchasers shall refund to the
Issuer the amount of interest in excess of the maximum legally
permissible rate.

 


 

(d) Payments of Interest. All
accrued but unpaid interest on the Notes, calculated in accordance
with this Section
1.2, shall be due and payable as set forth in Sections 1.2(a)(i) and
1.2(a)(ii).
Notwithstanding anything contained herein to the contrary, all
interest due and payable on the date that the entire then
outstanding principal amount of the Notes becomes due and payable,
whether on the stated Maturity Date applicable thereto, by
acceleration or otherwise, shall be due and payable in full on such
date.


 




(e) Cost of Money. Notwithstanding
anything contained in the Note Documents to the contrary, the
parties acknowledge and agree that any default interest or other
amounts charged under the Note Documents that would cause the
amount charged under the Note Documents to exceed the ceiling
under, and as defined in, SBA Regulations §107.855, will be
held in escrow as set forth in Section 1.2(f).


 




(f) Escrowed Payments. To the
extent that any payments to Purchasers would exceed the maximum
amount permitted by the SBIC Act, such excess amounts shall be held
in escrow by the Issuer solely for the Purchasers’ benefit
and paid out to Purchasers as soon as practicable following the
time(s) as such amounts are permitted to be paid to Purchasers
under the SBIC Act.

 




1.3 Statements
of Obligations. Each Purchaser shall maintain a loan account
in accordance with its usual and customary practices evidencing the
Obligations of the Issuer hereunder. Any failure of any Purchaser
to record any charge or payment in such loan account, or any error
in doing so, shall not limit or otherwise affect the obligation of
the Issuer to pay any amount owing hereunder. Entries made in a
Purchaser’s loan account shall constitute presumptive
evidence of the information contained therein. If any information
contained in any such loan account is provided to or inspected by
any Person, the information shall be conclusive and binding on such
Person for all purposes absent manifest error.


 




1.4 Holidays.
Any principal or interest payment in respect of the Notes which
would otherwise become due on a day other than a Business Day,
shall instead become due on the next succeeding Business Day and
such adjustment shall be reflected in the computation of
interest.


 





1.5 Repayment
of Notes.

 


 

(a) General Payment Provisions. All
payments of Obligations shall be made in immediately available
funds in Dollars, without offset, counterclaim or defense of any
kind, not later than 12:00 noon Pacific Time on the due date. Any
payment after such time shall be deemed made on the next Business
Day. Notwithstanding the foregoing, the Obligations may be
satisfied in whole or in part at the election of the holder of the
Warrants in connection with the exercise of the Warrants pursuant
to their terms.

 


 




(b)

Repayment of the
Notes.








 








 





 

(i) The Issuer shall
repay the aggregate outstanding principal balance of the Initial
Notes (including any PIK Interest added to the outstanding
principal balance of the Initial Notes) in cash commencing on
February 28, 2023, and on the last day of each month thereafter, in
equal monthly installments of $33,333.33, unless accelerated sooner
pursuant to Section
6.2 or redeemed or prepaid in accordance with this
Section 1.5. The
Issuer shall repay the outstanding unpaid principal balance of the
Initial Notes, together with any accrued but unpaid interest
thereon, in cash on the Maturity Date applicable thereto (unless
accelerated in accordance with Section 6.2).

 




(ii) The
Issuer shall repay the aggregate outstanding principal balance of
the Put Notes, together with any accrued but unpaid interest
thereon, in cash on the Maturity Date applicable thereto (unless
accelerated in accordance with Section 6.2 or redeemed or
prepaid in accordance with this Section 1.5).


 







(c)

Prepayments.






 




(i) Optional. The Issuer may, with
or without notice, prepay the principal of the Notes, in whole or
in part. Each prepayment made pursuant to this Section 1.5(c)(i) shall be
accompanied by the payment of accrued interest to the date of such
payment on the amount prepaid, together with any additional amounts
required pursuant to Sections 1.7(b) and
1.9. Each such
prepayment shall be applied against the remaining installments of
principal due on the Notes in inverse order of maturity (for the
avoidance of doubt, any amount that is due and payable on the
Maturity Date applicable thereto shall constitute an installment).
Such prepayments shall be paid to the Purchasers in accordance with
their pro rata share of the Notes.


 







(ii)

Mandatory.






 




(A) Dispositions and Involuntary
Dispositions. Unless otherwise agreed to by Agent in its
sole discretion, the Issuer shall prepay the Notes as hereinafter
provided in an aggregate amount equal to the Net Cash Proceeds
received by any Note Party or any Subsidiary from all Dispositions
(other than Permitted Dispositions under clauses (a) through
(f) of the
definition of Permitted Dispositions) and Involuntary Dispositions
within three (3) Business Days of the date of such Disposition or
Involuntary Disposition;
provided, that,
with respect to any Permitted Disposition under clause (g) of the definition of
Permitted Dispositions, so long as (w) no Default or Event of
Default shall have occurred and is continuing or would result
therefrom,

 

(x) the Issuer shall
have given Agent prior written notice of Issuer’s intention
to apply such monies to the costs of replacement of the properties
or assets that are the subject of such Disposition or the cost of
purchase of other assets useful in the business of such Note Party
or its Subsidiaries,

(y) the monies are held
in a deposit account in which Agent has a perfected first-priority
security interest, and (z) such Note Party or its Subsidiary, as
applicable, completes such replacement or purchase within 180 days
after the initial receipt of such monies, then the Note Party or
such Note Party’s Subsidiary whose assets were the subject of
such Disposition shall have the option to apply such monies to the
costs of replacement of the assets that are the subject of such
Disposition unless and to the extent that such applicable period
shall have expired without such replacement or purchase being made
or completed, in which case, any amounts remaining in the deposit
account referred to in clause (y) above shall be paid
to Agent and applied in accordance with Section
1.5(c)(ii)(G).




 








 





 

(B) Equity Issuance. Unless
otherwise agreed to by Agent in its sole discretion, within three
(3) Business Days of the receipt by any Note Party or any
Subsidiary of the Net Cash Proceeds of any Equity Issuance, the
Issuer shall prepay the Notes as hereinafter provided in an
aggregate amount equal to such Net Cash Proceeds; provided that, so long as (w)
no Default or Event of Default shall have occurred and is
continuing or would result therefrom,


(x) the
Issuer shall have given Agent prior written notice of
Issuer’s intention to apply such monies to the costs of
building new and/or remodeling existing Company-Owned Units and
related opening costs, (y) the monies are held in a deposit account
in which Agent has a perfected first- priority security interest,
and (z) such Note Party or its Subsidiary, as applicable, completes
such building or remodeling within three years after the initial
receipt of such monies, then the Note Party or such Note
Party’s Subsidiary shall have the option to apply such monies
for such purposes unless and to the extent that such applicable
period shall have expired without such monies being used for such
purposes, in which case, any amounts remaining in the deposit
account referred to in clause (y) above shall be paid
to Agent and applied in accordance with Section
1.5(c)(ii)(G).

 




(C) Debt Issuance. Unless otherwise
agreed to by Agent in its sole discretion, within three (3)
Business Days of the receipt by any Note Party or any Subsidiary of
the Net Cash Proceeds of any issuance by any Note Party or ay
Subsidiary of any Debt (other than Permitted Debt), the Issuer
shall prepay the Notes as hereinafter provided in an aggregate
amount equal to such Net Cash Proceeds.


 




(D) Extraordinary Receipts. Unless
otherwise agreed to by Agent in its sole discretion, within three
(3) Business Days of the receipt by any Note Party or any
Subsidiary of any Extraordinary Receipt received by or paid to or
for the account of any Note Party or any of its Subsidiaries, and
not otherwise included in clause (A), (B) or (C) of this Section, the Issuer
shall prepay the Notes as hereinafter provided in an aggregate
principal amount equal to the Net Cash Proceeds received therefrom.
Notwithstanding anything to the contrary in this clause (D), upon the death of
Paul W. Mobley or A Scott Mobley, the Issuer shall be permitted to
use up to $500,000 of proceeds of the Life Insurance Policies, in
the aggregate for both such Persons, for purposes any costs and
expenses deemed necessary by the Issuer to find and secure one or
more successor(s) to the deceased.


 




(E) Consolidated Excess Cash Flow.
Unless otherwise agreed to by Agent in its sole discretion,
commencing with the Financial Statements and related Compliance
Certificate required to be delivered for the Fiscal Quarter of the
Issuer ending December 31, 2020, within five (5) Business Days
after Financial Statements have been delivered pursuant to
Section 4.3(b) and
the related Compliance Certificate has been delivered pursuant to
Section 4.3(d), or
if such Financial Statements or Compliance Certificate are not
delivered on the dates so required, within five (5) Business Days
after such Financial Statements and related Compliance Certificate
are required to be delivered pursuant to Section 4.3(c) and 4.3(d), as applicable, the
Issuer shall prepay the Notes as hereafter provided in an aggregate
amount equal to 50% of Consolidated Excess Cash Flow for the Fiscal
Quarter covered by such Financial Statements less the amount of any
voluntary prepayments made on the Notes during such Fiscal
Quarter.


 




 




(F)

Consolidated Excess Cash Flow
Adjustments.






 






 








 





 

(1) If the calculations
of the amount of Consolidated Excess Cash Flow set forth in the
Compliance Certificate delivered for Financial Statements delivered
pursuant to Section
4.3(c) (the “Annual
Compliance Certificate”) show an aggregate amount of
Consolidated Excess Cash Flow for the Fiscal Year with respect to
which such annual Financial Statements are delivered that is
greater than the aggregate amount of Consolidated Excess Cash Flow
indicated by the Issuer in the Compliance Certificates delivered
for Financial Statements delivered pursuant to Section 4.3(b) for the four
Fiscal Quarters of such Fiscal Year (collectively, the
“Quarterly Compliance
Certificates”), then the Issuer shall prepay, no later
than five (5) Business Days after delivery of the Annual Compliance
Certificate, an additional aggregate amount of the Notes
(“Additional Excess Cash
Flow”) equal to (x) the amount required to be prepaid
pursuant to the terms of Section 1.5(c)(ii)(E) based on
the amount of Consolidated Excess Cash Flow set forth in such
Annual Compliance Certificate, less (y) the amount of Consolidated
Excess Cash Flow required to be prepaid pursuant to the terms of
Section
1.5(c)(ii)(E) based on the aggregate amount of Consolidated
Excess Cash Flow set forth in the Quarterly Compliance
Certificates.

 




(2) If the calculations
of the amount of Consolidated Excess Cash Flow set forth in the
Annual Compliance Certificate show an aggregate amount of
Consolidated Excess Cash Flow for the Fiscal Year with respect to
which such annual Financial Statements are delivered that is less
than the aggregate amount of Consolidated Excess Cash Flow
indicated by the Issuer in the Quarterly Compliance Certificates,
then the Issuer may deduct from the next payment or payments, as
the case may be, required pursuant to the terms of Section 1.5(c)(ii)(E) an amount
equal to the difference between (x) the amount of Consolidated
Excess Cash Flow required to be prepaid pursuant to the terms of
Section
1.5(c)(ii)(E) based on the aggregate amount of Consolidated
Excess Cash Flow set forth in the Quarterly Compliance Certificates
and (y) the amount required to be prepaid pursuant to the terms of
Section
1.5(c)(ii)(E) based on the amount of Consolidated Excess
Cash Flow set forth in such Annual Compliance Certificate;
provided that under
no circumstances shall the Agent or the Purchasers be required to
return any amount of Consolidated Excess Cash Flow previously
received.


 




(G) Application of Payments. Each
prepayment of the Notes pursuant to the foregoing provisions of
Section
1.5(c)(ii)(A) through (F) shall be applied against
the remaining installments of principal due on the Notes in inverse
order of maturity (for the avoidance of doubt, any amount that is
due and payable on the Maturity Date applicable thereto shall
constitute an installment). Such prepayments shall be paid to the
Purchasers in accordance with their pro rata share of the
Notes.


 





The
Issuer agrees to pay to the Agent upon a prepayment pursuant to
Section
1.5(c)(ii)(A) through (D), the prepayment fee
required pursuant to Section 1.7(b). All prepayments
under this Section
1.5(c)(ii) shall be subject to Section 1.9, and shall be
accompanied by interest on the principal amount prepaid through the
date of prepayment.


 







(d)

Application and Allocation of
Payments.






 




(i) Application.                                            Payments
made by the Issuer hereunder shall be applied (A) first, as specifically required
hereby; (B) second,
to Obligations then due and owing;

 




 








 





 

(C) third, to other Obligations
specified by the Issuer; and (D) fourth, as determined by the
Required Purchasers.

 
(ii) Post-Default
Allocation. Notwithstanding anything in any Note Document to
the contrary, during the continuance of an Event of Default, monies
to be applied to the Obligations, whether arising from payments by
Note Parties, setoff or otherwise, shall be allocated as
follows:


 


 


 


Purchasers;


 

 




(A)

first, to all costs and
expenses owing to the Agent and






 




(B)

second, to all Obligations
constituting fees;





 


 




(C)

third, to all Obligations
constituting interest, including PIK







 


Interest that has
not yet been capitalized;

 

(D) fourth, to principal amounts
outstanding under the Notes, including the principal balance
thereof constituting PIK Interest that has been capitalized;
and

 







(E)

fifth, to all remaining
Obligations.





 





Amounts
shall be applied to payment of each category of Obligations only
after payment in full of all preceding categories. If amounts are
insufficient to satisfy a specific category, Obligations in such
category shall be paid on a pro rata basis. The allocations set
forth in this Section
1.5(d) are solely to determine the rights and priorities
among the Purchasers, and may be changed by agreement among them
without the consent of any Note Party. This Section 1.5(d) is not for the
benefit of or enforceable by any Note Party, and the Issuer
irrevocably waives the right to direct the application of any
payments subject to this Section 1.5(d).

 




(iii) Erroneous
Application. No Purchaser shall be liable for any
application of amounts made by it in good faith and, if any such
application is subsequently determined to have been made in error,
the sole recourse of any Purchaser or other Person to which such
amount should have been paid shall be to recover the amount from
the Person that actually received it in error (and, if such amount
was received by any Purchaser, such Purchaser hereby agrees to
return it).


 



(e) Marshaling; Payments Set Aside.
The Purchasers shall not be under any obligation to marshal any
assets in favor of any Note Party or against any Obligations. If
any payment by or on behalf of the Issuer is made to any Purchaser,
or any Purchaser exercises a right of setoff, and such payment or
any proceeds of such setoff is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be
repaid to a trustee, receiver or any other Person (including in
each case pursuant to any settlement entered into by such Purchaser
in its discretion), then the Obligation originally intended to be
satisfied, and all Liens, rights and remedies relating thereto,
shall be revived and continued in full force and effect as if such
payment had never been made or such setoff had never occurred. This
provision shall survive the termination of this Agreement and the
repayment in full of the Obligations.

 




 








 





 

1.6 Payment
of Obligations. Obligations other than the Notes will be
paid by the Issuer as provided in the Note Documents or, if no
payment date is specified, shall be due and payable within five (5)
calendar days of written demand by the Agent. The Issuer shall pay
all of the Obligations (including principal, interest, premiums, if
any, fees, costs, and expenses (including Expenses)) in full on the
last Maturity Date hereunder or, if earlier, on the date on which
the Obligations become due and payable pursuant to the terms of
this Agreement.

 


 


1.7 Fees.

 

(a) Fee. The Issuer shall pay to
Agent and Purchasers all fees specified in the Fee Letter and any
other fee letter executed by the Issuer in connection with this
Agreement.

 

(b) Prepayment Fee. In the event
that (i) the Obligations are prepaid in whole or in part before the
applicable Maturity Date, (ii) the Obligations are prepaid,
reduced, refinanced or replaced by operation of law or otherwise
before the applicable Maturity Date, (iii) the Obligations are
accelerated (whether pursuant to the terms of this Agreement, by
operation of law, or otherwise), (iv) Obligations are satisfied as
a result of a foreclosure sale, or (v) an Event of Default occurs
under Section
6.1(g) or 6.1(h), then Issuer shall pay
the Purchasers as liquidated damages (and not as a penalty) a
prepayment fee in an amount equal to a percentage of the amount of
prepayment of the Obligations calculated as follows: (A) three
percent (3.0%) if such prepayment, refinancing, replacement, sale,
acceleration or such Event of Default occurs on or before the first
anniversary of the Closing Date; (B) two percent (2.0%) if such
prepayment, refinancing, replacement, sale, acceleration or such
Event of Default occurs after the first anniversary of the Closing
Date, but on or before the second anniversary of the Closing Date;
(C) one percent (1.0%) if such prepayment, refinancing,
replacement, sale, acceleration or such Event of Default occurs
after the second anniversary of the Closing Date, but on or before
the third anniversary of the Closing Date; and (D) zero percent
(0.0%) if such prepayment, refinancing, replacement, sale,
acceleration or such Event of Default occurs after the third
anniversary of the Closing Date. The applicable prepayment fee set
forth in this Section
1.7(b) shall be presumed to be the amount of damages
sustained by the Purchasers as a result of a prepayment, and the
Issuer agrees that it is reasonable under the circumstances
currently existing. The prepayment fee provided for in this
Section 1.7(b)
shall be deemed included in the Obligations. This provision shall
be applicable whether the prepayment is made voluntarily, as a
result of an Event of Default, or otherwise.

 

1.8 Taxes
on Payments. All payments in respect of the Obligations
shall be made free and clear of and without any deduction or
withholding for or on account of any present and future taxes,
levies, imposts, deductions, charges, withholdings, assessments or
governmental charges, and all liabilities with respect thereto,
imposed by the United States of America, any foreign government, or
any political subdivision or taxing authority thereof or therein,
excluding any Excluded Taxes (all such non-Excluded Taxes being
hereinafter referred to as “Taxes”). If any Taxes are imposed
and required by law to be deducted or withheld from any amount
payable to the Agent and the Purchasers, then the Issuer shall (i)
increase the amount of such payment so that the Agent and the
Purchasers will receive a net amount (after deduction of all Taxes)
equal to the amount due hereunder, and (ii) pay such Taxes to the
appropriate taxing authority for the account of the Agent and the
Purchasers prior to the date on which penalties attach thereto or
interest accrues thereon; provided, however, if any such penalties
or interest shall become due, the Issuer




 








 





 


shall
make prompt payment thereof to the appropriate taxing authority.
The Issuer shall indemnify the Agent and the Purchasers for the
full amount of Taxes (including penalties, interest, expenses and
Taxes arising from or with respect to any indemnification payment)
arising therefrom or with respect thereto, whether or not the Taxes
were correctly or legally asserted. This indemnification shall be
made on demand.


 




1.9 Recovery
of Additional Costs. If the imposition of or any Change in
Law or the interpretation or application thereof by any court or
administrative or governmental authority (including any request or
policy not having the force of law) shall impose, modify or make
applicable any taxes (except Excluded Taxes) or reserve
requirements, capital adequacy requirements or other obligations
which would (a) increase the cost to the Agent and the Purchasers
for extending or maintaining the loans or other financial
accommodations to which this Agreement relates, (b) reduce the
amounts payable to the Agent and the Purchasers under this
Agreement or any other Note Documents, or (c) reduce the rate of
return on the Agent and the Purchasers’ capital as a
consequence of the Agent and the Purchasers’ obligations with
respect the loans or other financial accommodations to which this
Agreement relates, then the Issuer shall pay to the Agent and the
Purchasers such additional amounts as will compensate the Agent and
the Purchasers therefore, within fifteen (15) days after the Agent
and such Purchaser’s written demand for such payment, which
demand shall be accompanied by an explanation of such imposition or
charge and a calculation in reasonable detail of the additional
amounts payable by the Issuer, which explanation and calculations
shall be conclusive in the absence of manifest error; provided that

 


(A)
Issuer shall not be required to compensate Agent or any Purchaser
for any increased costs incurred or reductions suffered more than
180 days prior to the date that Agent or such Purchaser, as the
case may be, notifies Issuer of the Change in Law giving rise to
such increased costs or reductions, and of Agent’s or such
Purchaser’s intention to claim compensation therefor, and (B)
if an event or circumstance giving rise to such amounts is
retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect
thereof.

 





1.10 Inability
to Determine Interest Rate.


 




(a) In the event that,
prior to the first day of any Interest Period, (i) the Agent shall
have determined (which determination shall be conclusive and
binding upon the Issuer absent manifest error) that (x) by reason
of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the LIBOR Rate for
such Interest Period, and (y) the circumstances described in
Section 1.10(b)(i)
do not apply, (ii) the Agent shall have determined (which
determination shall be conclusive and binding upon the Issuer
absent manifest error) that dollar deposits are not being offered
to banks in the London interbank eurodollar market for the
applicable amount and Interest Period of such Note or (iii) the
Agent shall have determined that the LIBOR Rate determined or to be
determined for such Interest Period will not adequately and fairly
reflect the cost to one or more Purchasers (as conclusively
certified by such Purchaser) of making or maintaining their
affected Notes during such Interest Period, the Agent shall give
telecopy or telephonic notice thereof to the Issuer as soon as
practicable thereafter. If such notice is given, on the first day
of such Interest Period, the interest payable under Section 1.2(a)(i) shall accrue
at the Base Rate rather than the LIBOR Rate (in each case, plus the
applicable margin set forth in Section 1.2(a)) until such
notice has been withdrawn by the Agent.




 








 





 

(b) Notwithstanding
anything contained herein to the contrary, if the Agent shall have
determined (which determination shall be conclusive and binding
upon the Issuer absent manifest error) that (i) by reason of
circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the LIBOR Rate for
any Interest Period and such circumstances are unlikely to be
temporary, (ii) a public statement or publication of information
has been made (x) by or on behalf of the administrator of the LIBOR
Rate announcing that such administrator has ceased or will cease to
provide the LIBOR Rate, permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor
administrator that will continue to provide the LIBOR Rate, (y) by
the regulatory supervisor for the administrator of the LIBOR Rate,
the U.S. Federal Reserve System (or any successor), an insolvency
official with jurisdiction over the administrator for the LIBOR
Rate, a resolution authority with jurisdiction over the
administrator of the LIBOR Rate or a court or an entity with
similar insolvency or resolution authority over the administrator
for the LIBOR Rate, which states that the administrator of the
LIBOR Rate has ceased or will cease to provide the LIBOR Rate
permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that
will continue to provide the LIBOR Rate, or (z) by the regulatory
supervisor for the administrator of the LIBOR Rate announcing that
the LIBOR Rate is no longer representative,


(iii) a
LIBOR Rate is not published by the administrator of the LIBOR Rate
for five consecutive Business Days and such failure is not the
result of temporary moratorium, embargo or disruption declared by
the administrator of the LIBOR Rate or by the regulatory supervisor
for the administrator of the LIBOR Rate, or (iv) a new index rate
has become a widely-recognized replacement benchmark rate for the
LIBOR Rate in newly originated loans denominated in Dollars in the
U.S. market, then reasonably promptly thereafter, the Agent shall
amend this Agreement as described below to replace the LIBOR Rate
with an alternative benchmark rate (which may be a rate based on
the Secured Overnight Financing Rate and which alternative
benchmark rate shall be subject to a floor of 1.50% per annum), and
to modify the applicable margins and make other related amendments,
in each case giving due consideration to any evolving or then
existing convention for similar Dollar denominated credit
facilities, or any selection, endorsement or recommendation by a
relevant Governmental Authority with respect to such
facilities.

 

(c) The Agent shall
provide notice to the Issuer of the amendment to this Agreement to
reflect the replacement index, adjusted margins and such other
related amendments as may be appropriate, in the reasonable
discretion of the Agent, for the implementation and administration
of the replacement index-based rate. Notwithstanding anything to
the contrary contained in this Agreement or any other Note
Document, such amendment shall become effective without any further
action or consent of any other party to this Agreement upon
delivery of notice to the Issuer.


 

(d) For the avoidance
of doubt, to the extent Agent is prohibited by Applicable Law to
use the LIBOR Rate as a reference rate following the date when a
determination is made pursuant to Section 1.10(b) above and until
a replacement index has been selected and implemented in accordance
with the terms and conditions of Section 1.10(c), at the
Agent’s election, the interest payable under Section 1.2(a)(i) shall accrue
at the Base Rate rather than the LIBOR Rate (in each case, plus a
margin equal to the sum of (i) the LIBOR Rate in effect immediately
prior to such change to Base Rate plus (ii) 7.75% per annum
minus (iii) the
Base Rate in effect at such time).




 








 





 

(e) Notwithstanding
anything to the contrary contained herein, if at any time the
replacement index is less than zero, then at such times, such index
shall be deemed to be zero for purposes of this
Agreement.

 


ARTICLE
2


CONDITIONS
TO CLOSING


 


 


2.1 Conditions to the
Purchase of the Initial Notes on the Closing Date. The
Purchasers’
obligation to purchase the Initial Notes on the Closing Date is
subject to and contingent upon the fulfillment of each of the
conditions set forth in Annex
2 to the satisfaction of the Agent and/or the Purchasers (as
specified on Annex 2) and
its counsel.

 


ARTICLE
3


 


ISSUER
REPRESENTATIONS AND WARRANTIES


 





In
order to induce the Agent and the Purchasers to enter into this
Agreement and to purchase the Notes, the Issuer hereby represents
and warrants to the Agent and each Purchaser that:


 




 

3.1 Legal
Status. Each Note Party is the type of organization
indicated in Schedule
3.1, and is duly organized and existing under the laws of
the state of its organization, as indicated in Schedule 3.1. Each Note Party
has the power and authority to own its own Assets and to transact
the business in which it is engaged, to execute and deliver this
Agreement and the other Note Documents to which it is a party and
to perform the provisions hereof and thereof (including, without
limitation, the issuance and sale of the Notes and the Warrants by
the Issuer on the Closing Date). Each Note Party is properly
licensed, qualified to do business and in good standing in every
jurisdiction in which failure to so qualify would reasonably be
expected to have a Material Adverse Effect as set forth in
Schedule 3.1. Each
Note Party has delivered to the Agent accurate and complete copies
of its Governing Documents all of which are operative and in effect
as of the Closing Date.


 




3.2 No
Violation; Compliance. The execution, delivery and
performance of the Note Documents to which each Note Party is a
party, and the consummation of the transactions contemplated hereby
and thereby (including the issuance of the Notes and the Warrants),
are duly authorized and are within such Note Party’s powers, are not in conflict
with the terms of the Governing Documents of such Note Party, and
do not result in a material breach of or constitute a default under
any material contract, obligation, indenture or other agreement or
instrument to which such Note Party is a party or by which such
Note Party or its assets are or may be bound or affected. No law,
rule or regulation (including Regulations T, U and X of the Federal
Reserve Board), nor any judgment, decree or order of any court or
Governmental Authority binding on any Note Party, will be
contravened by the execution, delivery, performance or enforcement
of the Note Documents to which any Note Party is a
party.


 




3.3 Authorization;
Enforceability. Each Note Party has taken all action
necessary to validly authorize the execution and delivery by such
Note Party of the Note Documents to which




 








 





 


such
Note Party is a party, and the consummation of the transactions
contemplated to be consummated hereby and thereby. Upon their
execution and delivery in accordance with the terms hereof, the
Note Documents to which each Note Party is a party will constitute
legal, valid and binding agreements and obligations of such Note
Party enforceable against such Note Party in accordance with their
respective terms, except as enforceability may be limited by
bankruptcy, insolvency, and similar laws and equitable principles
affecting the enforcement of creditors’ rights generally.


 




3.4 Approvals;
Consents. No approval, authorization, consent, exemption or
other action by, or notice to or filing with, any Governmental
Authority is necessary in connection with the execution, delivery,
performance or enforcement of the Note Documents except those that
have been obtained. All requisite Governmental Authorities and
third parties have approved or consented to the transactions
contemplated by the Note Documents and all applicable waiting
periods have expired. There is no governmental or judicial action,
actual or to the Knowledge of the Issuer threatened, that has or
could have a reasonable likelihood of restraining, preventing or
imposing materially burdensome conditions on the transactions
contemplated by the Note Documents.


 




3.5 Liens
and Debt. Each Note Party and each of the Subsidiaries has
good and marketable title to, or valid leasehold interests in, all
of its Assets, free and clear of all Liens or rights of others,
except for Permitted Liens. No Note Party nor any Subsidiary
thereof has any Debt other than Permitted Debt.

 


 


3.6 Litigation;
Compliance with Laws; Product Liability; Information
Security.

 




(a) Except as set forth
on Schedule 3.6(a),
there are no (i) suits, proceedings, claims or disputes pending or,
to the Knowledge of the Issuer, threatened, or (ii) to the
Knowledge of Issuer, facts or circumstances existing that could
reasonably be expected to result in a suit, proceeding, claim or
dispute, in each case, against or affecting any Note Party, or any
Note Party’s Assets, or any Subsidiary of a Note Party or any
of such Subsidiary’s
Assets, which are not fully covered by applicable insurance, and as
to which no reservation of rights has been taken by the insurer
thereunder.


 




(b) Neither the Issuer
nor any Subsidiary is (i) subject to or in violation of any writ,
order, judgment, decree or ruling of any court, any arbitrator of
any kind or any Governmental Authority or (ii) in violation of any
material Applicable Law, ordinance, rule or regulation of any
Governmental Authority.


 




(c) No product that is
developed, produced, manufactured, tested, marketed, sold, and/or
distributed by the Issuer or any of its Subsidiaries has been
recalled (or to the Knowledge of the Issuer is threatened to be
recalled) directly or indirectly by the Issuer or any of its
Subsidiaries or any Governmental Authority or involuntarily
withdrawn, suspended, or discontinued. Schedule 3.6(c) lists all
product liability or warranty claims made during the current and
the prior two Fiscal Years and the current status or resolution of
such claim. To the Knowledge of the Issuer, there are no facts,
circumstances, events or conditions that could reasonably be
expected to result in any product recall or any product liability,
material back charge or material warranty claim. Neither the Issuer
nor any Subsidiary has been notified in writing of any
action,

 




 








 





 


arbitration, audit,
hearing, investigation, litigation, suit (whether civil, criminal,
administrative, investigative, or informal) or claim commenced,
brought, conducted, or heard by or before, or otherwise involving,
any Governmental Authority (whether completed or pending) seeking
the voluntary or other recall, withdrawal, suspension, or seizure
of any product that is developed, produced, manufactured, tested,
marketed, sold, and/or distributed by the Issuer or any of its
Subsidiaries.

 




(d) Except as set forth
on Schedule 3.6(d),
there have not been any incidents of, or third party claims
alleging, (i) a Data Breach, or (ii) other loss, theft,
unauthorized access, disclosure or acquisition, modification,
disclosure, corruption, or other misuse of any Personal Information
or Customer Confidential Information in a Note Party’s
possession or in the possession of a third party service provider
for the Note Party. No Note Party has notified in writing, or been
required by Applicable Law or a Governmental Authority to notify in
writing, any person of any Data Breach. No Note Party has received
any notice of any claims, investigations (including investigations
by a Governmental Authority), or alleged violations of laws with
respect to Personal Information or Customer Confidential
Information.


 




3.7 No
Default. No Event of Default or Default has occurred and is
continuing or would result from the incurring of obligations by any
Note Party or any Subsidiary under this Agreement or the other Note
Documents.


 





3.8 Capitalization;
Subsidiaries.


 




(a) Set forth on
Schedule 3.8(a) is
a complete and accurate list showing the number and type of
Ownership Interests of each Note Party authorized, the number
outstanding, the number and percentage of the outstanding shares of
each such class owned (directly or indirectly) by each Owner of
such Note Party (or its Affiliates). All such outstanding Ownership
Interests have been validly issued, are fully paid and
non-assessable, and are owned by the Owner indicated on
Schedule 3.8(a),
free and clear of all Liens (other than Permitted Liens), options,
warrants, rights of conversion or purchase or any similar rights.
Except as set forth on Schedule 3.8(a), neither a Note
Party nor any Owner of such Note Party is a party to, or has
Knowledge of, any agreement restricting the transfer or
hypothecation of any Ownership Interests of such Note
Party.

 




(b) Set forth on
Schedule 3.8(b) is
a complete and accurate list showing all Subsidiaries of each Note
Party and, as to each such Subsidiary, the jurisdiction of its
organization, the number of shares of each class of Ownership
Interests authorized (if applicable), the number outstanding, and
the number and percentage of the outstanding shares of each such
class owned (directly or indirectly) by its Owner(s). All of the
outstanding Ownership Interests of each Subsidiary of each Note
Party owned (directly or indirectly) by such Note Party have been
validly issued, are fully paid and non-assessable (to the extent
applicable) and are owned by such Note Party or a Subsidiary of
such Note Party, free and clear of all Liens (other than Permitted
Liens), options, warrants, rights of conversion or purchase or any
similar rights. Except as set forth on Schedule 3.8(b), neither a Note
Party nor any Subsidiary of such Note Party is a party to, or has
Knowledge of, any agreement restricting the transfer or
hypothecation of any Ownership Interests of any such Subsidiary,
other than the Note Documents. Neither a Note Party nor any
Subsidiary




 








 





 


of a
Note Party owns or holds, directly or indirectly, any Ownership
Interests of any Person other than such Subsidiaries and Permitted
Investments.


 




3.9 Taxes.
All tax returns required to be filed by each Note Party and each of
the Subsidiaries in any jurisdiction have been timely filed. All
taxes, assessments, fees and other governmental charges upon each
Note Party and each of the Subsidiaries or upon any of their
Assets, income or franchises, which are or have become due and
payable have been timely paid in full, other than such taxes,
assessments, fees and other governmental charges being contested in
good faith by appropriate proceedings, and for which adequate
reserves have been established with respect thereto as required by
GAAP and, by reason of such contest or nonpayment, no Assets of the
Issuer or any Subsidiary thereof is subject to a material risk of
loss or forfeiture. There are no claims, audits, investigations or
other proceedings regarding Taxes or Tax-related matters pending
with respect to any Note Party, and to the Knowledge of Issuer no
such claims, audits, investigations or other proceedings are
threatened nor are there any facts or circumstances which
reasonably could provide the basis therefor.

 




3.10 Correctness
of Financial Statements; No Material Adverse Effect. The
Issuer’s audited consolidated Financial Statements for the
Fiscal Year ended December 31, 2018 and the Issuer’s
unaudited consolidated Financial Statements for the nine (9) month
period ended September 30, 2019 (collectively, the
“Issuer Financial
Statements”) were prepared in accordance with the
Issuer’s books of account and other financial records, fairly
present the financial position of the Issuer as of the dates
thereof and the results of the Issuer’s operations for the
periods then ended, and have been prepared in accordance with GAAP
consistently applied. Any forecasts of future financial performance
delivered by the Issuer to the Agent and the Purchasers have been
made in good faith and are based on reasonable assumptions and
investigations by the Issuer. Since December 31, 2018, there has
been no, and there are no facts or circumstances existing which
constitute or could reasonably be expected to result in, a Material
Adverse Effect. Except as disclosed in the Issuer Financial
Statements, no Note Party has any contingent obligations,
liabilities for taxes or other outstanding financial obligations or
liabilities which are material individually or in the aggregate
(regardless of whether required to be disclosed on a balance sheet
prepared in accordance with GAAP). No Note Party has any material
liabilities or obligations, other than those reflected in the
Issuer Financial Statements or those liabilities and obligations
which have arisen in the ordinary course of business since the date
of the most recent Issuer Financial Statements and are not
individually or collectively material in amount or substance. To
the Knowledge of the Issuer, there are no pending adjustments to
the valuation of the Assets of the Issuer or its Subsidiaries set
forth on the balance sheets included in the Issuer Financial
Statements.

3.11 ERISA.
Neither the Issuer nor any member of the ERISA Group maintains or
contributes to any Plan or Multiemployer Plan.


 




3.12 Full
Disclosure. Each Note Party has disclosed to the Agent and
the Purchasers all material agreements, instruments and corporate
or other restrictions to which it or its Assets is bound or
subject, and has disclosed all other matters known to it, that,
individually or in the aggregate, would reasonably be expected to
result in a Material Adverse Effect. All information furnished in
writing by or on behalf of any Note Party and delivered to the
Agent in connection with this Agreement or the consummation of the
transactions contemplated hereunder or




 








 





 


thereunder (other
than forward-looking information and projections and information of
a general economic nature) does not, as of the time of delivery of
such information, contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
contained therein or herein not materially misleading. Any budget
or projections delivered by the Issuer hereunder represent the
Issuer’s good faith estimate, on the date such budget or
projections are delivered, of the Note Parties and their
Subsidiaries’ future performance for the periods covered
thereby based upon assumptions believed by the Issuer to be
reasonable at the time of the delivery thereof to the Agent (it
being understood that such budget or projections are subject to
significant uncertainties and contingencies, many of which are
beyond the control of the Note Parties and their Subsidiaries, and
no assurances can be given that such budget or projections will be
realized, and although reflecting the Issuer’s good faith
estimate, projections or forecasts based on methods and assumptions
which the Issuer believed to be reasonable at the time such budget
or projections were prepared, are not to be viewed as facts, and
that actual results during the period or periods covered by the
budget or projections may differ materially from projected or
estimated results).

 







3.13

Other
Obligations. Neither any Note Party nor any Subsidiary is in
default on any





(i) Debt or (ii) any
other lease, commitment, contract, instrument or obligation which
is material to the operation of its business.


 



3.14 Investment
Company Act. No Note Party is an investment company, or a
company controlled by an investment company, within the meaning of
the Investment Company Act of 1940, as amended.


 




3.15 Patents,
Trademarks, Copyrights, and Intellectual Property,
etc. Except as
set forth in Schedule
3.15, each Note Party owns exclusively or holds licenses in
all patents, patent rights, licenses, trademarks, trademark rights,
trade names, trade name rights, copyrights, permits, and franchises
necessary for it to conduct its business and to operate its Assets,
without known conflict with the rights of third Persons, and all of
same are valid and subsisting. Other than the Liens granted to the
Agent pursuant to the Note Documents, the consummation of the
transactions contemplated by this Agreement will not alter or
impair any of such intellectual property rights of any Note Party
or any Subsidiary. To the Issuer’s Knowledge, no Note Party
or Subsidiary is alleged to be infringing upon any intellectual
property rights of any Person and, to the Issuer’s Knowledge,
no claims alleging infringement is threatened to be asserted
against any Note Party or Subsidiary. Except as set forth on
Schedule 3.15, no
Intellectual Property used in or necessary in the conduct of a Note
Party’s business is owned by any Person other than such Note
Party or another Note Party.


 




3.16 Environmental
Condition. To the Issuer’s Knowledge, (i) the
operations and properties of the Note Parties and their
Subsidiaries are in compliance, in all material respects, with
federal, state or local environmental codes, ordinances, rules and
regulations (“Environmental
Laws”); (ii) neither any Note Party nor any Subsidiary
has received a summons, citation, notice, or directive from the
Environmental Protection Agency or any other Governmental Authority
concerning any action or omission by any Note Party or any
Subsidiary resulting in the alleged use, storage, transport,
release or disposition of Hazardous Materials in violation of
Environmental Laws and (iii) neither any Note Party nor any
Subsidiary has any actual or claimed liabilities under any
Environmental Laws, and no facts or circumstances exist that could
reasonably be expected to result in any such liability under any
Environmental Laws.




 








 





 

3.17 Solvency.
The Issuer and each other Note Party and each Subsidiary, taken as
a whole, are, and after giving effect to the issuance of the Notes
will be, Solvent. No transfer of cash or property is being made by
any Note Party or any Subsidiary and no obligation is being
incurred by any Note Party or any Subsidiary in connection with the
transactions contemplated by this Agreement or the other Note
Documents with the intent to hinder, delay, or defraud either
present or future creditors of any Note Party or any
Subsidiary.


 




3.18 Labor
Matters. There are no strikes, lockouts, slowdowns or other
material labor disputes against any Note Party pending or, to the
Knowledge of the Issuer, threatened, affecting or potentially
affecting any Note Party’s business or operations. All
payments due from a Note Party, or for which any claim may be made
against such Note Party, on account of wages and employee health
and welfare insurance and other benefits, have been paid or
properly accrued in accordance with GAAP as a liability on the
books of such Note Party. No Note Party is a party to or bound by
any collective bargaining or similar agreement. There are no
representation proceedings pending before, or to the Issuer’s
Knowledge threatened to be filed with, the National Labor Relations
Board, and no labor organization or group of employees of any Note
Party has made a pending demand for recognition.


 




3.19 Brokers.
Except as set forth on Schedule 3.19, no broker or
finder brought about the obtaining, making or closing of the
purchase of the Notes or transactions contemplated by the Note
Documents, and neither the Issuer nor any Affiliate thereof has any
obligation to any Person in respect of any finder’s or brokerage fees in
connection therewith.


 




3.20 Material
Contracts. Schedule
3.20 attached hereto sets forth all Material Contracts to
which any Note Party or any of its Subsidiaries a party or is
bound. No Note Party nor any of its Subsidiaries is in breach or in
default in any material respect of or under any Material Contract
and to the Knowledge of the Issuer no counter-party to any Material
Contract is in breach or in default in any material respect of or
under any Material Contract, and no Note Party or its Subsidiaries
has received any notice of the intention of any other party to any
Material Contract to terminate or not renew any Material Contract.
To the Knowledge of the Issuer, as of the Closing Date, there are
no pending changes to any economic arrangements between the Issuer
or any Subsidiary, on the one hand, and any counter-party to any
Material Contract, on the other hand.

 


 


3.21 OFAC
and Anti-Corruption Matters.

 


 


(a) Neither any Note
Party nor any Controlled Entity (i) is a Blocked
Person,



(ii) 

has been notified
that its name appears or may in the future appear on a State
Sanctions List or







(iii) 

is a target of
sanctions that have been imposed by the United Nations or the
European Union.






 




(b) Neither any Note
Party nor any Controlled Entity (i) has violated, been found in
violation of, or been charged or convicted under, any applicable
U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or
Anti-Corruption Laws or (ii) to each Note Party’s knowledge,
is under investigation by any Governmental Authority for possible
violation of any


U.S.
Economic Sanctions Laws, Anti-Money Laundering Laws or
Anti-Corruption Laws.


 







(c)

No part of the
proceeds from the sale of the Notes hereunder:








 








 





 

(i) constitutes or will
constitute funds obtained on behalf of any Blocked Person or will
otherwise be used by any Note Party or any Controlled Entity,
directly or indirectly, (A) in connection with any investment in,
or any transactions or dealings with, any Blocked Person, (B) for
any purpose that would cause the Agent or any Purchaser to be in
violation of any U.S. Economic Sanctions Laws or (C) otherwise in
violation of any U.S. Economic Sanctions Laws;

 




(ii) will
be used, directly or indirectly, in violation of, or cause the
Agent or any Purchaser to be in violation of, any applicable
Anti-Money Laundering Laws; or


 




(iii) will
be used, directly or indirectly, for the purpose of making any
improper payments, including bribes, to any Governmental Official
or commercial counterparty in order to obtain, retain or direct
business or obtain any improper advantage, in each case which would
be in violation of, or cause the Agent or any Purchaser to be in
violation of, any applicable Anti-Corruption Laws.


 




3.22 ITAR.
The Issuer and each of its Subsidiaries (i) is in compliance with
ITAR and EAR, (ii) is and will continue to be a “U.S.
person” as defined in ITAR, and (iii) is not and will not
become a “foreign national” as that term is used in the
EAR.


 




3.23 SBIC
Matters. The Issuer acknowledges on behalf of itself and
each of its Subsidiaries that Corbel SBIC has a license from the
U.S. Small Business Administration (“SBA”) to operate a small business
Investment company (“SBIC”) pursuant to the Small
Business Investment Act of 1958, as amended, and the SBA
Regulations promulgated thereunder, as amended (collectively the
“SBIC Act”), and
hereby makes the following representations, warranties and
covenants for the benefit of Corbel SBIC:


 




(a) The Issuer and its
respective “Affiliates” (see SBA Regulations,
§121.103, for purposes of this Section 3.23), together
comprise a “Small Business Concern” as defined in the
SBIC Act. The Issuer and its Affiliates do not presently engage in
or intend to engage in any activities, nor do they intend to use,
directly or indirectly, the SBIC proceeds from Corbel SBIC pursuant
to this Agreement or any other Note Document, for any purpose for
which an SBIC is prohibited from providing funds by the SBIC
Act.

 




(b) The Issuer has
completed, executed and delivered to Corbel SBIC SBA Forms 480, 652
and 1031. The Issuer represents and warrants that the consolidated
data for the Issuer and its respective Affiliates set forth in such
Forms is accurate and complete. Also, the Issuer has provided
Corbel SBIC with a business plan showing financial projections
(including balance sheets and income and cash flow statements) for
the consolidated business of Issuer and its respective Affiliates.
(See 13 CFR Sec. 107.620.)

 




(c) The Issuer
represents and warrants that, together with their respective
Affiliates, on the Closing Date, they do not have tangible net
worth in excess of $19.5 million, or average net income after
Federal income taxes (excluding carry-over losses) for the prior
two completed Fiscal Years of $6.5 million. The Issuer and its
Affiliates also has fewer than 500 full- time equivalent
employees.




 








 





 

(d) The Issuer and
its’ primary business activity does not involve, directly or
indirectly, providing funds to others, purchasing debt obligations,
factoring, or long-term leasing of equipment with no provision for
maintenance or repair. (See 13 CFR 107.720(a).)


 




(e) The Issuer is not
classified under North American Industry Classification System
(NAICS) codes 531110 (lessors of residential buildings and
dwellings), 531120 (lessors of nonresidential buildings except
miniwarehouses), 531190 (lessors of other real estate property),
237210 (land subdivision), or 236117 (new housing for-sale
builders). The Issuer is not classified under NAICS codes 236118
(residential remodelers), 236210 (industrial building
construction), or 236220 (commercial and institutional building
construction), if the Issuer is primarily engaged in construction
or renovation of properties on its own account rather than as a
hired contractor. The Issuer is not classified under NAICS codes
531210 (offices of real estate agents and brokers), 531311
(residential property managers), 531312 (nonresidential property
managers), 531320 (offices of real estate appraisers), or 531390
(other activities related to real estate), unless it derives at
least 80 percent of its revenue from non-Affiliate sources. The
proceeds of the purchase and sale of the Notes and Warrants will
not be used to acquire or refinance real property. (See 13 CFR
107.720(c).)

 




(f) None of the
Issuer’s assets are intended to be reduced or consumed,
generally without replacement, as the life of its business
progresses, and the nature of the Issuer’s business does not
require that a stream of cash payments be made to the
business’s financing sources, on a basis associated with the
continuing sale of assets (e.g., real estate development projects
and oil and gas wells). The primary purpose of the issuance of the
Notes and Warrants is not to fund production of a single item or
defined limited number of items, generally over a defined
production period, where such production will constitute the
majority of the activities of the Issuer (e.g., motion pictures and
electric generating plants). (See 13 CFR 107.720(d).)


 




(g) The Issuer will not
use the proceeds of the issuance of the Notes and Warrants to
acquire farm land which is or is intended to be used for
agricultural or forestry purposes, such as the production of food,
fiber, or wood, or is so taxed or zoned. (See 13 CFR
107.720(e).)

 




(h) The proceeds of the
issuance of the Notes and Warrants will not be used substantially
for a foreign operation. The proceeds will be used exclusively for
a specific domestic purpose permitted by the SBA Act. As of the
Closing Date, the Issuer does not have, and it does not presently
foresee or contemplate that during the one-year period following
the Closing Date that it will have, more than 49 percent of their
employees or tangible assets located outside the United States and
its possessions. (See 13 CFR 107.720(g).)


 




3.24 Warrants.
Assuming the Purchaser representations and warranties in
Article 8 are
accurate as of the date hereof and remain accurate as of the time
the Warrants are exercised by the respective Purchasers, the sale
and issuance of the Warrants to the respective Purchasers and the
issuance of any equity securities upon the exercise or exchange
thereof (a) are exempt from registration by virtue of the
exemptions from registration and qualification of such issuances
provided in Section 4(a)(2) of the Securities Act and Regulation D
of the rules and regulations promulgated under the Securities Act
and (b) are exempt from registration and qualification under state
securities or blue sky laws of the applicable
jurisdictions.




 








 





 

3.25 Company-Owned
Unit Locations; Franchised Unit Locations. Part (a) of
Schedule 3.25 (as
such Schedule may be updated from time to time pursuant to
Section 4.3(h))
sets forth a complete and accurate list of all Company-Owned Unit
Locations owned or leased by any Note Party or any Subsidiary of a
Note Party as of the Closing Date or, if later, the most-recent
date on which such Schedule has been updated, and identifying (x)
the rent and common area maintenance charges payable in respect of
any lease of any Company-Owned Unit Location, and


(y) any
Company-Owned Unit Locations that have closed after the Closing
Date and the date of such closure. Part (b) of Schedule 3.25 (as such Schedule
may be updated from time to time pursuant to Section 4.3(h)) sets forth a
complete and accurate list of all Franchised Unit Locations
franchised by any Note Party or any Subsidiary of a Note Party as
Franchisor to any Franchisee as of the Closing Date or, if later,
the most-recent date on which such Schedule has been updated, and
identifying any Franchised Unit Locations that have closed after
the Closing Date and the date of such closure.

 


3.26 Franchise
Agreements; FDD.

 




(a) As of the Closing
Date, Schedule 3.26
sets forth a complete and accurate list of all franchisees current
as of December 31, 2019.


 




(b) Each Franchise
Agreement is in full force and effect without any amendment or
modification from the form or copy delivered to the Agent except
for amendments which do not materially or adversely affect the
rights of the Purchasers.


 




(c) The FDD that has
been most recently delivered to the Agent is accurate and complete
in all material respects and is the most recent FDD registered by
the Issuer and its Subsidiaries with any Governmental
Authority.

 




(d) The FDD (i)
complies in all material respects with all Applicable Laws
pertaining to offers to sell and the sale of franchises in
jurisdictions in which they are being used, and (ii) does not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under
which they were made, not misleading.


 




(e) Except as set forth
on Schedule 3.26,
the Franchisors are authorized under all Applicable Laws to offer
to sell and to sell franchises in all jurisdictions within the
United States, and no approval, authorization, consent, exemption
or other action by, or notice to or filing with, any Governmental
Authority is necessary in connection therewith.


 





3.27 Leases.


 




(a) Schedule 3.27 (as
such Schedule may be updated from time to time pursuant to
Section 4.3(h))
sets forth a complete and accurate list of all Leases as of the
Closing Date or, if later, the most-recent date on which such
Schedule has been updated.


 




(b) There is a Lease in
force for each Company-Owned Unit Location which is ground leased
or space leased by any Note Party. A correct and complete copy of
each Lease has been delivered to the Agent and each Lease is in
full force and effect without amendment or modification from the
form or copy delivered to the Agent except for amendments which do
not

 




 








 





 


materially or
adversely affect the rights of the Purchasers. No default by any
party under any such Lease has occurred that would reasonably be
expected to result in termination of such Lease, nor has any event
occurred which, with the passage of time or the giving of notice,
or both, would constitute such a default, except in each case, to
the extent any such default, either individually or in the
aggregate, would not reasonably be expected to have a Material
Adverse Effect.


 

3.28 Insurance.
The Issuers and its Subsidiaries have obtained, and currently
maintain in effect, the insurance coverage required pursuant to
Section 4.5 hereof.
The Issuer and its Subsidiaries have not received any notice from
any insurer or underwriter threatening to terminate, not renew, or
materially increase the cost of or materially decrease the coverage
provided under, nor to the Knowledge of the Issuer are there any
facts or circumstances which reasonably would be expected to result
in any of the foregoing.


 




3.29 Inventory
and Equipment. The quantities of inventory (which, for
purposes of this Agreement shall include assets held by, but not
owned by, a Note Party) existing at the Closing Date are of a
quantity and quality usable or saleable in the ordinary course of
business and are sufficient, consistent with the past practices of
the Note Parties, to operate the business of the Note Parties in
the ordinary course of business consistent with past practice and
to allow for replenishment of such inventory (which, for purposes
of this Agreement shall include assets held by, but not owned by, a
Note Party) within normal customer order-to delivery lead times
without incurring usual or special expense or making unusual or
special arrangements.


 




3.30 Debt.
Set forth on Schedule
3.30 is a true and complete list of all Debt for borrowed
money of each Note Party and each of its Subsidiaries outstanding
immediately prior to the Closing Date that is to remain outstanding
immediately after giving effect to the closing hereunder on the
Closing Date and such Schedule accurately sets forth the aggregate
principal amount and maturity dates of such Debt as of the Closing
Date.


 




3.31 Designation
of Senior Debt. The Obligations constitute “Senior
Debt” under and as defined in each Convertible Subordinated
Note and the subordination provisions set forth therein are legally
valid and enforceable against the parties thereto.


 





ARTICLE
4


AFFIRMATIVE
COVENANTS


 


The
Issuer covenants and agrees that from the Closing Date and
thereafter until the payment, performance and satisfaction of the
Obligations in full and all of the Agent’s and each Purchaser’s obligations hereunder have
been terminated (other than inchoate indemnification obligations),
the Issuer shall and shall cause each other Note Party
to:


 




4.1 Punctual
Payments. Punctually pay the interest and principal on the
Notes, the fees payable hereunder and all Expenses and any other
fees and liabilities due under this Agreement and the Note
Documents at the times and place and in the manner specified in
this Agreement or the other Note Documents.




 








 





 


4.2 Books
and Records; Inspection Rights.


 




(a) Maintain, and cause
each of the Subsidiaries to maintain, adequate books and records in
accordance with GAAP.


 




(b) Permit
representatives of the Agent to visit and inspect any of its
properties, the Collateral, the Note Parties’ corporate,
financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss the Note Parties’
affairs, finances and accounts with their directors, officers, and
independent public accountants, all at the reasonable expense of
the Issuer and at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable
advance notice to the Issuer.

 




(c) For as long as any
Purchaser owns any Notes or other debt securities of the Issuer,
the Issuer shall provide Agent and any Purchaser with sufficient
financial information, as reasonably requested by Agent or any such
Purchaser to enable Agent or such Purchaser, as applicable, to (i)
evaluate the Issuer’s financial condition in order to value
each or any Purchaser’s investment in the Issuer; (ii)
determine the continued eligibility of the Issuer for financing by
each or any Purchaser; and (iii) verify the use of proceeds of the
Purchasers’ investment in the Issuer, regardless of the
amount and type of securities thereof owned by any particular
Purchaser. All information provided pursuant to this Section 4.2(c) must be
certified by the Issuer’s President or Chief Executive
Officer or its Treasurer or Chief Financial Officer. (See 13 CFR
107.620.)


 




(d) Permit each
Purchaser or its representative and SBA Examiners to visit and
inspect the properties and assets of the Issuer, to examine its
books and records and to discuss the Issuer’s affairs with
the Issuer’s management at such reasonable times as may be
requested by Agent, any Purchaser or SBA for the purpose of
verifying information provided pursuant to Corbel SBIC or as
otherwise required by SBA. (See 13 CFR 107.620(c).)


 




(e) Permit Agent, each
Purchaser and SBA to have access to the Issuer’s books and
records for the purpose of verifying how the proceeds of the
issuance of the Notes and Warrants have been or are being used, and
to assure that the proceeds have been used for the purposes
specified herein. (See 13 CFR 107.610(a).)


 




4.3 Collateral
Reporting and Financial Statements.  Deliver to the
Agent the following, all in form and detail reasonably satisfactory
to the Agent:

 


 

(a) as soon as
available but not later than 30 days after the end of each Fiscal
Month, (i) a financial reporting package in the form attached
hereto as Exhibit
4.3(a), providing consolidated revenue and a listing of
openings and closures of Company-Owned Unit Locations and
Franchised Unit Locations for the prior Fiscal Month and the Fiscal
Year to date, and ending cash balances for the bank accounts of the
Issuer and its Subsidiaries and the Specified Trust Accounts as of
the last day of such Fiscal Month, and (ii) other financial metrics
reasonably required from time to time by the Agent in form and
substance reasonably satisfactory to the Agent;


 




(b) as soon as
available but not later than 45 days after the end of each Fiscal
Quarter (or, if earlier, five (5) days after the date required to
be filed with the SEC (without giving effect to any extension
permitted by the SEC)), (i) internally prepared consolidated
Financial Statements of the Issuer, all in reasonable detail,
certified by the Chief Financial Officer of the




 








 





 


Issuer
as being complete and correct and fairly presenting the
Issuer’s and its Subsidiaries’ financial condition and
results of operations for such period, in accordance with GAAP,
(ii) upon the Agent’s reasonable request, a management
prepared narrative discussion, in reasonable detail, signed by the
Chief Financial Officer of the Issuer, describing the operations
and financial condition of the Issuer for the Fiscal Quarter and
the portion of the Fiscal Year then ended, (iii) a detailed listing
of all contingent liabilities incurred by any of the Note Parties,
and (iv) an updated listing of all rights each Note Party has
obtained to any new patentable inventions, trademarks,
servicemarks, copyrightable works or other new Intellectual
Property;


 




(c) as soon as
available but not later than 95 days after the end of the Fiscal
Year (or, if earlier, fifteen (15) days after the date required to
be filed with the SEC (without giving effect to any extension
permitted by the SEC)), consolidated audited Financial Statement of
the Issuer, all in reasonable detail and prepared in accordance
with GAAP, accompanied by (x) a report and opinion of a certified
public accountant selected by Issuer and reasonably satisfactory to
the Agent, which report and opinion shall not be subject to any
“going concern” or like qualification or exception or
any qualifications or exceptions as to the scope of such audit,
and

 

(y) a certificate of
such certified public accountant certifying such Financial
Statements and, if such firm has obtained knowledge of the
existence of any Default or Event of Default during the course of
its audit (if an audit was conducted), stating the nature and
status of such event;


 




(d) concurrently with
the delivery of the Financial Statements referred to in
Sections 4.3(a),
(b), and
(c), a Compliance
Certificate from the Chief Financial Officer of the Issuer,
stating, among other things, that he or she has reviewed the
provisions of this Agreement and the Note Documents and that, to
the best of his or her knowledge after due and diligent inquiry
there exists no Event of Default or Default, and containing the
calculations and other details necessary to demonstrate compliance
with Section 5.13
and to calculate year-to-date Consolidated Excess Cash Flow and
Consolidated Excess Cash Flow for the applicable Fiscal
Quarter;


 




(e) as soon as
available but not later than 30 days prior to the end of the Fiscal
Year ending December 31, 2020 and the end of each Fiscal Year
thereafter, an annual operating budget for the following Fiscal
Year;


 




(f) within 15 days of
filing but not later than April 30 (or September 30 if such tax
returns are on extension) of each year, copies of the
Issuer’s federal income tax returns (including any Schedule
K-1s), and, if any such tax returns are on extension, the Issuer
shall promptly provide the Agent evidence of such extension no
later than April 30 of the applicable year;

 




(g) promptly upon
receipt by the Issuer, copies of any and all reports and management
letters submitted to the Issuer or any Subsidiary by any certified
public accountant in connection with any examination of the
Issuer’s or any Subsidiary’s financial records made by such
accountant;

 




(h) as soon as
available but no later than forty-five (45) days after the end of
December 31 and June 30 of each year, a report supplementing
Schedules 3.25
3.26 3.27 containing a description
of all changes in the information included in such Schedules as may
be




 








 





 


necessary for such
Schedules to be accurate and complete, each such report to be
signed by an Authorized Officer of Issuer and to be in a form
reasonably satisfactory to the Agent;


 




(i) promptly after the
end of each calendar year (but prior to February 28 of each year)
and at such other times as may be reasonably requested by Corbel
SBIC, the Issuer shall cooperate with Corbel SBIC to assist Corbel
SBIC in producing a written assessment of the economic impact of
Corbel SBIC’s investment in the Issuer, including the
full-time equivalent jobs created or retained in connection with
such investment, the impact of such investment on the businesses of
the Issuer in terms of expanded revenue and taxes, other economic
benefits resulting from such investment (including, but not limited
to, technology development or commercialization, minority business
development, urban or rural business development and expansion of
exports); and such other information as may be reasonably requested
by Corbel SBIC for compliance with the SBIC Act. (See 13 CFR
107.630);


 




(j) promptly after the same are
available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders
of the Issuer, and copies of all annual, regular, periodic and
special reports and registration statements which the Issuer may
file or be required to file with the SEC under Section 13 or 15(d)
of the Securities Exchange Act of 1934, or with any national
securities exchange, and in any case not otherwise required to be
delivered to the Agent pursuant hereto;


 




(k) as soon as
available but not later than five (5) days after any deposit
required pursuant to Section 4.16, bank statements
of the Tax Account reflecting such deposit; and


 




(l) from time to time,
operating statistics, operating plans and any other information as
the Agent may reasonably request, promptly upon such
request.

 




4.4 Existence;
Preservation of Licenses; Compliance with Law. Preserve and
maintain, and cause each Subsidiary to preserve and maintain, its
corporate existence and good standing in the state of its
organization, qualify and remain qualified, and cause each
Subsidiary to qualify and remain qualified, as a foreign
corporation in every jurisdiction in which the Issuer or its
Subsidiary is required to so qualify, except for any jurisdiction
where such failure to so qualify would not reasonably be expected
to have a Material Adverse Effect; and preserve, and cause each of
the Subsidiaries to preserve, all of its licenses, permits,
governmental approvals, rights, privileges and franchises required
for its operations; and comply, and cause each of the Subsidiaries
to comply, with the provisions of its Governing Documents; and
comply, and cause each of the Subsidiaries to comply, with the
requirements of all Applicable Laws of any Governmental Authority
having authority or jurisdiction over it except where the failure
to so comply would not reasonably be expected to have a Material
Adverse Effect; and comply, and cause each of the Subsidiaries to
comply, with all requirements for the maintenance of its business,
insurance, licenses, permits, governmental approvals, rights,
privileges and franchises.


 





4.5 Insurance.


 




(a) Maintain, at the
Issuer’s expense, and cause each Subsidiary to maintain at
its expense, insurance respecting their respective Assets wherever
located, covering loss or damage by fire, theft, explosion, and all
other hazards and risks as ordinarily are insured against by
other




 








 





 


Persons
engaged in the same or similar businesses. The Issuer also shall
maintain, and cause its Subsidiary to maintain, business
interruption and directors and officers liability insurance, as
well as insurance against theft, employee dishonesty, and criminal
misappropriation. All such policies of insurance shall be in such
amounts and with such insurance companies as are reasonably
satisfactory to the Agent. The Issuer shall deliver copies of all
such policies to the Agent with a satisfactory lender’s loss
payable endorsements (but only in respect of Collateral) and
additional insured endorsements (with respect to general liability
coverage), and shall contain a waiver of warranties. Each policy of
insurance or endorsement shall contain a clause requiring the
insurer to give not less than 30 days’ (or 10 days in the
case of non-payment) prior written notice to the Agent in the event
of cancellation of the policy, and the insurer’s agreement
that any loss payable thereunder shall be payable notwithstanding
any act or negligence of the Issuer or the Agent or any Purchaser
which might, absent such agreement, result in a forfeiture of all
or a part of such insurance payment.

 




(b) Copies of policies
or certificates thereof reasonably satisfactory to the Agent
evidencing such insurance shall be delivered to the Agent at least
30 days prior to the expiration of the existing or preceding
policies. The Issuer shall give the Agent prompt notice of any loss
covered by such insurance. Upon the occurrence and during the
continuance of an Event of Default, the Agent shall have the
exclusive right to adjust any losses payable under any such
insurance policies, without any liability to the Issuer whatsoever
in respect of such adjustments. Any monies received as payment for
any loss under any insurance policy mentioned above (other than
liability insurance policies) or as payment of any award or
compensation for condemnation or taking by eminent domain, shall be
paid over to the Agent and the Purchasers to be applied at the
option of the Agent either to the prepayment of the Obligations or
shall be disbursed to the Issuer under staged payment terms
reasonably satisfactory to the Agent for application to the cost of
repairs, replacements, or restorations. Any such repairs,
replacements, or restorations shall be effected with reasonable
promptness and shall be of a value at least equal to the value of
the items or property destroyed prior to such damage or
destruction. The Issuer shall, concurrently with the annual
Financial Statements required to be delivered by the Issuer
pursuant to Section
4.3(c), deliver to the Agent, as the Agent may reasonably
request, copies of certificates describing all insurance of the
Note Parties and the Subsidiaries then in effect.


 




4.6 Assets.
Maintain, keep and preserve, and cause each Subsidiary to maintain,
keep and preserve, all of its Assets (tangible or intangible) which
are necessary to its business in good repair and condition (normal
wear and tear, and casualty excepted), and from time to time
perform appropriate maintenance and make necessary repairs,
renewals and replacements thereto so that such Assets shall be
fully and efficiently preserved and maintained.


 




4.7 Taxes
and Other Liabilities. Pay and discharge when due, and cause
each Subsidiary to pay and discharge when due, (a) any and all
assessments and taxes, both real or personal and including federal
and state income taxes, other than taxes and assessments being
contested in good faith by appropriate proceedings, and for which
adequate reserves have been established with respect thereto as
required by GAAP and, by reason of such contest or nonpayment, the
Agent has reasonably determined that there will be no impairment of
the enforceability, validity or priority of any of the
Agent’s Liens with respect to the Collateral,
and


(b) any
and all Debt.




 








 





 

4.8 Notices
to the Agent. Promptly and in any event within five (5)
Business Days after any Note Party’s or any
Subsidiary’s receipt thereof or any Note Party or any
Subsidiary acquiring Knowledge thereof, give written notice to the
Agent of:


 




(a) any material
litigation or claim which may result in material litigation
affecting any Note Party or any Subsidiary;


 




(b) any material
dispute which may exist between any Note Party or any Subsidiary,
on the one hand, and any Governmental Authority, on the other
hand;


 




(c) any labor
controversy resulting in or threatening to result in a strike
against any Note Party or any Subsidiary;

 




(d) any proposal by any
Governmental Authority to acquire any material Assets or business
of any Note Party or any Subsidiary;


 




(e) any reportable
event under Section 4043(c)(5), (6) or (13) of ERISA with respect
to any Plan, any decision to terminate or withdraw from a Plan, any
finding made with respect to a Plan under Section 4041(c) or (e) of
ERISA, the commencement of any proceeding with respect to a Plan
under Section 4042 of ERISA, or any material increase in the
actuarial present value of unfunded vested benefits under all Plans
over the preceding year;

 




(f) any written notice
of a release or discharge of Hazardous Materials or environmental
claim or complaint received from any Governmental Authority or any
other Person;


 




(g) any release or
discharge of Hazardous Materials of, by or affecting the Issuer or
its business not in compliance in all material respects with
applicable Environmental Laws;

 




(h) any correspondence
from or proposed material action by any Governmental Authority that
licenses, regulates or otherwise has jurisdiction over or governs
the Issuer or the conduct of its business;


 







(i)

any Event of
Default or Default;





 




(j) any breach or
default in any material respect of or under any Material Contract,
or receipt of any notice of the intention of any other party to any
Material Contract to terminate, renegotiate or not renew any
Material Contract;

 




(k) any notice or other
correspondence received from the Federal Trade Commission (or
comparable agency in any applicable non-U.S. jurisdiction) or any
other Governmental Authority concerning any investigation or
possible investigation or other inquiry by such agency regarding
financial or other operational results or the franchise operations
of any Note Party or any Subsidiary thereof;


 



(l) any amendment or
modification to, restatement of, any FDD or any additional FDD
prepared by any Note Party;




 








 





 

(m) copies of each
notice or other correspondence received from the SEC (or comparable
agency in any applicable non-U.S. jurisdiction) concerning any
investigation or possible investigation or other inquiry by such
agency regarding financial or other operational results of any Note
Party or any Subsidiary thereof;


 




(n) copies of any
detailed audit reports, management letters or recommendations
submitted to the Board of Directors of any Note Party by, or any
material correspondence received by any Note Party from,
independent accountants in connection with the accounts or books of
any Note Party or any of its Subsidiaries, or any audit of any of
them;


 




(o) any issuance of
Ownership Interests of any Note Party, or any change to the terms
of any outstanding Ownership Interests of any Note Party;
and

 




(p) any other matter
which has resulted or could reasonably be expected to result in a
Material Adverse Effect.


 



4.9 Further
Assurances. Execute and deliver, or cause to be executed and
delivered, upon the reasonable request of the Agent and at the
Issuer’s expense, such additional documents, applications,
notifications, registrations, instruments and agreements as the
Agent, or any other third party or governmental agency, may
reasonably determine to be necessary or advisable to carry out the
provisions of this Agreement and the Note Documents, and the
transactions and actions contemplated hereunder and thereunder,
including to give, make or obtain any notices, filings, consents,
registrations, accreditations, permits, licenses or approvals and
any other actions that may be required to permit the Purchasers to
exercise the Warrants in accordance with their terms or to
foreclose on any assets or equity securities pledged by Issuer or
any other Person under the Guaranty and Security Agreement or other
Note Documents in accordance with Applicable Laws and the Note
Documents. The Issuer covenants and agrees that the Issuer will not
knowingly take any action that would render it to become a business
that would be ineligible for financing from the SBIC pursuant to
the terms of 13 CFR Part 107, Section 720 of the SBA Regulations.
In the event that foreclosure proceedings have been initiated, the
Note Parties and Issuer will appoint two (2) officers who will have
the ability to execute and provide any necessary materials or
documentation required by any Governmental Authority, or any other
third party, for any license, registration, accreditation,
certification or related requirement or application. In addition,
Note Parties and Issuer will provide any other reasonable
assistance necessary to complete and file any application or
related document required by any Governmental Authority or third
party.


 





4.10 Board
Observer Rights.


 




(a) Concurrently with
the issuance and sale of the Initial Notes, Purchasers and the
Issuer will enter into a Board Observer Agreement substantially in
the form attached hereto as Exhibit C (each, a
“Board Observer
Agreement”). Subject to the terms and conditions of
the Board Observer Agreement, Purchasers collectively shall be
entitled to appoint up to two (2) Observers with respect to the
Board of Directors or other applicable governing body of the Issuer
(and any committees thereof).


 




(b) The Board of
Directors of the Note Parties shall hold a general meeting in
person or by telephone at least one time each calendar quarter for
the purpose of discussing the




 








 





 


business and
operations of the Note Parties. In addition, the Note Parties shall
provide monthly briefings and respond to questions from the Agent
via telephonic meeting or other method agreed to by the
Agent.


 




4.11 Environmental
Compliance. Be and remain, and cause each Subsidiary and
each operator of any of the Issuer’s or any
Subsidiary’s Assets
to be and remain, in compliance in all material respects with the
provisions of all applicable Environmental Laws; promptly contain
or remove any discharge of Hazardous Materials from or affecting
its premises not in compliance in all material respects with
applicable Environmental Laws, to the extent required by applicable
Environmental Laws; promptly pay any fine or penalty assessed in
connection therewith other than such fines or penalties being
contested in good faith by appropriate proceedings, and for which
adequate reserves have been set aside with respect thereto as
required by GAAP and, by reason of such contest or nonpayment, no
property is subject to a material risk of loss or forfeiture;
permit the Agent to inspect the premises, to conduct tests thereon,
and to inspect all books, correspondence, and records pertaining
thereto; and at the Agent’s reasonable request, and at the
Issuer’s expense, provide a report of a qualified
environmental engineer, reasonably satisfactory in scope, form and
content to the Agent, and such other and further assurances
reasonably satisfactory to the Agent that the condition has been
corrected.


 




4.12 Additional
Collateral. With respect to any Assets (or any interest
therein) acquired after the Closing Date by the Issuer or any
Subsidiary, promptly (and in any event within 30 days after the
acquisition thereof): (i) execute and deliver, or cause such
Subsidiary to execute and deliver, to the Agent such amendments to
the relevant Note Documents or such other documents as the Agent
shall reasonably deem necessary or advisable to grant to the Agent
a Lien on such Assets (or such interest therein), (ii) take all
actions, or cause Issuer or such Subsidiary to take all actions,
necessary or advisable to cause such Lien to be duly perfected in
accordance with all Applicable Laws, including, without limitation,
the filing of financing statements in such jurisdictions as may be
reasonably requested by the Agent, and (iii) if reasonably
requested by the Agent, deliver to the Agent evidence of insurance
as required by Section
4.5.


 




4.13 Additional
Guarantors. Concurrent with any acquisition or formation of
any direct or indirect Subsidiary after the Closing Date, (a) cause
such new Subsidiary to provide to Agent (i) a joinder to the
Guaranty and Security Agreement in the form of Annex 1 thereto,
and

(ii) such
other security agreements and mortgages, as well as appropriate
financing statements, all in form and substance reasonably
satisfactory to Agent (including being sufficient to grant Agent a
first priority Lien (subject to Permitted Liens) in and to the
assets of such newly formed or acquired Subsidiary), (b) provide,
or cause the applicable Note Party to provide, to Agent a pledge
agreement (or joinder to the Guaranty and Security Agreement) and
appropriate certificates and powers or financing statements,
pledging all of the direct or beneficial ownership interest in such
new Subsidiary in form and substance reasonably satisfactory to
Agent, and (c) provide to Agent all other documentation, including
one or more opinions of counsel reasonably satisfactory to Agent,
which, in its opinion, is appropriate with respect to the execution
and delivery of the applicable documentation referred to above. Any
document, agreement, or instrument executed or issued pursuant to
this Section 4.13
shall constitute a Note Document.


 




4.14 Warrants.
The Issuer has authorized and reserved for issuance, and at all
times while any Warrants remain outstanding shall have authorized
and reserved for issuance, sufficient




 








 





 


shares,
units, membership interests or other applicable equity securities
to allow the full exercise of the Warrants by each Purchaser or
registered holder thereof in accordance with the terms of such
Warrants.


 




4.15 Key
Person Life Insurance. (a) The Issuer shall maintain (i) the
policy of life insurance no. 15-701-397 (together with any
supplementary contracts issued in connection with that policy)
insuring the life of Alan S. Mobley (a/k/a A. Scott Mobley), issued
by The Northwestern Mutual Life Insurance Company, and any other
policy of life insurance obtained pursuant to Section 4.17, (ii) the policy
of life insurance no. 12-041-333 (together with any supplementary
contracts issued in connection with that policy) insuring the life
of Paul W. Mobley, issued by The Northwestern Mutual Life Insurance
Company and (iii) the policy of life insurance no. 12-048-318
(together with any supplementary contracts issued in connection
with that policy) insuring the life of Paul W. Mobley, issued by
The Northwestern Mutual Life Insurance Company (each, the
“Life Insurance
Policy”), and (b) the right to receive the proceeds of
each Life Insurance Policy shall be assigned to Agent (for the
benefit of the Purchasers) pursuant to a Life Insurance
Assignment.

 




4.16 Tax
Account; Estimated Tax Amounts. On or before the date that
is 30 days after the earlier of (a) the first date on which the
deferred tax asset listed on the consolidated balance sheet of the
Issuer and its Subsidiaries is less than $500,000 and (b) the
Issuer has determined that income taxes are reasonably likely to be
payable in cash by the Issuer, establish the Tax Account. Beginning
with the first Fiscal Quarter ending after the establishment of the
Tax Account, (x) no earlier than the date the quarterly Financial
Statements and the related Compliance Certificate have been
delivered pursuant to Sections 4.3(b) and
4.3(d),
respectively, unless otherwise agreed by the Agent in writing, and
(y) notwithstanding the preceding clause (x), no later than five
Business Days after the earlier to occur of the delivery of
quarterly Financial Statements under Section 4.3(b) and the date
such delivery is required under Section 4.3(b), deposit any
Estimated Tax Amount into the Tax Account.


 




4.17 Post-Closing
Matters. Take or cause to be taken such actions, and
otherwise comply with such obligations, as are specified on
Schedule 4.17, in
each case, on or before the applicable deadlines specified on
Schedule 4.17
(which deadlines may be extended by Agent in its sole discretion)
and exercising the level of efforts required thereby.


 





ARTICLE
5


NEGATIVE
COVENANTS


 


The
Issuer further covenants and agrees that from the Closing Date and
thereafter until the payment, performance and satisfaction in full
of the Obligations, all of the Agent’s and each Purchaser’s, obligations hereunder have
been terminated (other than inchoate indemnification obligations),
the Issuer shall not and shall cause each other Note Party not
to:


 





5.1 Use
of Funds; Margin Regulation.


 




(a) Use any proceeds of
the Notes for any purpose other than (i) on the Closing Date, (x)
to repay, in full, the outstanding principal, accrued interest,
accrued fees and expenses




 








 





 


and all
other obligations owing under or in connection with the Existing
Credit Facility, and (y) to pay fees and expenses incurred in
connection with the transactions contemplated by this Agreement, as
set forth in the Funds Flow Memorandum, and (ii) thereafter, for
general working capital purposes to support the Issuer’s
growth and development not in contravention of any Applicable Law
or of any Note Document.


 




(b) Use any portion of
the proceeds of the Notes in any manner which might cause the
Notes, the application of the proceeds thereof, or the transactions
contemplated by this Agreement to violate Regulation T, U, or X of
the Board of Governors of the Federal Reserve System, or any other
regulation of such board, or to violate the Securities and Exchange
Act of 1934, as amended or supplemented.

 




5.2 Debt.
Create, incur, assume or suffer to exist, or permit any Subsidiary
to create, incur, assume or suffer to exist, any Debt except
Permitted Debt.


 




5.3 Liens.
Create, incur, assume or suffer to exist, or permit any Subsidiary
to create, incur, assume or suffer to exist, any Lien (including
the Lien of an attachment, judgment or execution) on any of its
Assets, whether now owned or hereafter acquired, except Permitted
Liens; or authorize, or permit any Subsidiary to authorize, the
filing under the UCC as adopted in any jurisdiction, a financing
statement which names the Issuer or such Subsidiary as a debtor,
except with respect to Permitted Liens, or sign, or permit any
Subsidiary to sign, any security agreement authorizing any secured
party thereunder to file such a financing statement, except with
respect to Permitted Liens.


 




5.4 Merger,
Consolidation, Acquisitions. Wind up, liquidate or dissolve,
reorganize, reincorporate, merge or consolidate with or into any
other Person, or acquire all or substantially all of the Assets or
the business of any other Person, or permit any Subsidiary to do
any of the foregoing. The Issuer acknowledges on behalf of itself
and each of its Subsidiaries that Corbel SBIC is subject to
provisions of the SBIC Act that restrict its ability to lend to a
Person based on its form, its business and its organizational
structure, and therefore, any change to the Issuer’s form,
business or organizational structure shall not be permitted
hereunder to the extent any such changes may render the Issuer
ineligible under the SBIC Act to borrow from or owe Obligations to
Corbel SBIC, or may restrict Corbel SBIC from holding Notes or
otherwise extending loans or other financial accommodations to the
Issuer unless approved by Agent in writing.


 




5.5 Sales
and Leasebacks. Sell, transfer, or otherwise dispose of, or
permit any Note Party or any Subsidiary to sell, transfer, or
otherwise dispose of, any real or personal property to any Person,
and thereafter directly or indirectly leaseback the same or similar
property.


 




5.6 Dispositions.
Conduct, or permit any Subsidiary to conduct, any Dispositions,
other than Permitted Dispositions.


 




5.7 Investments.
Make, or permit any Subsidiary to make, directly or indirectly, any
Investment or incur any liabilities (including contingent
obligations) for or in connection with any Investment, other than
Permitted Investments.


 




5.8 Character
of Business. (a) Engage in any business activities or
operations substantially different from or unrelated to its present
business activities and operations, or permit




 








 





 


any
Subsidiary to do so, or (b) own, operate or franchise any franchise
concept other than “Noble Roman’s Craft Pizza &
Pub”, “Noble Roman’s Pizza”, “Noble
Roman’s Take-N-Bake”, and “Tuscano’s
Italian Style Subs”.


 





5.9 Restricted
Payments; Officer and Employee Compensation.


 




(a) Declare or pay, or
permit any Subsidiary to declare or pay, any Distributions, or pay
any other Restricted Payments, other than Permitted Restricted
Payments; provided
that, to the extent Agent in its sole and absolute discretion
consents on behalf of the Purchasers to any Distribution by the
Issuer or other Note Party, the Note Parties acknowledge and agree
that such Distribution (other than Permitted Restricted Payments)
may only be made if the Issuer concurrently pays a pro rata portion
of such Distribution (other than Permitted Restricted Payments) to
each holder of any Warrants then outstanding the amount they would
have received had the Warrants been exercised in full and the
Ownership Interests issuable upon such exercise had been
outstanding immediately prior to the record date or payment date
for such Distribution, as applicable, or otherwise as required
pursuant to the terms of the Warrants.


 




 


(b) After the Closing
Date, grant, commit to, undertake, promise to pay, or pay, any cash
compensation (including any bonuses or salaries) to any Owner or
Affiliate thereof, or to any employee or officer of any Note Party
or Affiliate thereof, other than (i) (x) with respect to Paul W.
Mobley, pay compensation in an aggregate amount not to exceed
$300,000 for the Fiscal Year ending December 31, 2020, (y) with
respect to A. Scott Mobley, pay compensation in an aggregate amount
not to exceed $444,568 for the Fiscal Year ending December 31,
2020; and (z) with respect to any other officer of any Note Party,
compensation in an amount in effect for such officer as of the
Closing Date for the Fiscal Year ending December 31, 2020;
provided that, so
long as no Event of Default has occurred and is continuing, the
amounts set forth in clauses (x),(y) and (z) above may be increased by
up to 6% for each Fiscal Year thereafter; provided, further, that if the amount of
compensation that the Issuer is permitted to pay Paul W. Mobley or
A. Scott Mobley in any Fiscal Year as set forth in this
clause (i) is
greater than the actual amount of compensation paid in such Fiscal
Year (the amount by which such permitted compensation for such
Fiscal Year exceeds the actual amount of compensation for such
Fiscal Year, the “Excess Amount”), then
such Excess Amount may be paid in any succeeding Fiscal Year (in
addition to the compensation the Issuer is otherwise permitted to
pay pursuant this clause
(i) in such Fiscal Year) so long as (A) no Default or Event
of Default then exists or would arise as a result of such payment,
and (B) the Issuer shall be in pro forma compliance with all of the
covenants set forth in Section 5.13, such compliance
to be determined on the basis of the financial information most
recently delivered pursuant to Section 4.3(a) or (b), as applicable, as though
such payment had been consummated on the last day of the applicable
period or date of determination, (ii) with respect to Paul W.
Mobley, pay compensation that accrued prior to the Closing Date and
remains unpaid as of the Closing Date in an aggregate amount of up
to $170,000 so long as (A) no Default or Event of Default then
exists or would arise as a result of such payment, and (B) the
Issuer shall be in pro forma compliance with all of the covenants
set forth in Section
5.13, such compliance to be determined on the basis of the
financial information most recently delivered pursuant to
Section 4.3(a) or
(b), as applicable,
as though such payment had been consummated on the last day of the
applicable period or date of determination, and (iii) with respect
to any employee of any Note Party, reasonable compensation,
severance, or employee benefit arrangements in the ordinary course
of business and consistent with industry practice so long as it has
been approved by such




 








 





 


Note
Party’s Board of Directors in accordance with
Applicable Laws; provided, that notwithstanding
anything to the contrary contained in this Agreement, the Issuer
and its Subsidiaries shall not enter into any employment or
compensation agreement after the Closing Date that provides for
aggregate compensation in excess of $150,000 per Fiscal Year
without the prior written consent of Agent.


 





(c)
Solely for purposes of Section 5.9(b), by their
signatures to this Agreement, Paul W. Mobley and A. Scott Mobley
acknowledge and agree to the restrictions set forth in Section 5.9(b) and so long as
any Obligations remain outstanding, agree to defer (but not waive)
any and all compensation payable to each of them under their
respective employee compensation agreements to the extent in excess
of that permitted in Section 5.9(b). Except as
expressly set forth in this Section 5.9, nothing in this
Agreement shall alter, amend or prejudice the rights and
obligations of the Issuer, Paul W. Mobley and/or A. Scott Mobley
under the respective compensation agreements currently in effect
and on file with the SEC.

 




5.10 Guarantee.
Except for Permitted Debt or any Guarantee of Permitted Debt,
assume, Guarantee, endorse (other than checks and drafts received
by the Issuer in the ordinary course of business), or otherwise be
or become directly or contingently responsible or liable, or permit
any Subsidiary to assume, Guarantee, endorse, or otherwise be or
become directly or contingently responsible or liable (including,
any agreement to purchase any obligation, stock, Assets, goods, or
services or to supply or advance any funds, Assets, goods, or
services, or any agreement to maintain or cause such Person to
maintain, a minimum working capital or net worth, or otherwise to
assure the creditors of any Person against loss) for the
obligations of any other Person; or pledge or hypothecate, or
permit any Subsidiary to pledge or hypothecate, any of its Assets
as security for any liabilities or obligations of any other
Person.


 




5.11 Transactions
with Affiliates. Enter into any transaction, including
borrowing or lending and the purchase, sale, or exchange of
property or the rendering of any service (including management
services), with any Affiliate, or permit any Subsidiary to enter
into any transaction, including borrowing or lending and the
purchase, sale, or exchange of property or the rendering of any
service (including management services), with any Affiliate, other
than (i) in the ordinary course of and pursuant to the reasonable
requirements of the Issuer’s or its Subsidiary’s business and upon fair and
reasonable terms no less favorable to the Issuer or its Subsidiary
than might be obtained in a comparable arm’s length transaction with a
Person not an Affiliate, (ii) Permitted Investments, Permitted
Restricted Payments, and Permitted Issuances, and (iii) payments
required as a result of customary and reasonable indemnification
agreements, arrangements or obligations for the benefit of
directors, managers and officers of the Note Parties (but solely in
their capacities as such), and any Observer (in its capacity as
such), in each case in the ordinary course of business consistent
with past practice or pursuant to the express terms
hereof.


 




5.12 Securities
Issuance. Issue, or permit any Subsidiary to issue, any
additional Ownership Interests other than Permitted
Issuances.


 







5.13

Financial
Condition. Permit or suffer:








 








 





 

(a) the Consolidated
Lease Adjusted Leverage Ratio, measured as of the end of each
Fiscal Quarter, at any time to be more than the applicable ratio
set forth in the following table for the applicable date set forth
opposite thereto:


 





	

Applicable
Ratio

	

Applicable
Date


	

4.0:1.0

	

March
31, 2020


	

3.8:1.0

	

June
30, 2020, September 30, 2020 and


December 31,
2020


	

3.0:1.0

	

March
31, 2021, June 30, 2021, September


30,
2021 and December 31, 2021


	

2.7:1.0

	

March
31, 2022, June 30, 2022, September


30,
2022 and December 31, 2022


	

2.2:1.0

	

The end
of each Fiscal Quarter thereafter







 




(b) the Consolidated
Fixed Charge Coverage Ratio, measured for the trailing 4 Fiscal
Quarter period as at the last day of each Fiscal Quarter,
commencing with the Fiscal Quarter ending March, 2020, at any time
to be less than the required
amount set forth in the following table for the applicable period
set forth opposite thereto: 



 


	

Applicable
Ratio

	

Applicable
Period


	

2.00:1.0

	

For the
4 Fiscal Quarter period ending March 31, 2020, June 30, 2020,
September


30,
2020 and December 31, 2020


	

2.25:1.0

	

For the
4 Fiscal Quarter period ending March 31, 2021, June 30, 2021,
September


30,
2021 and December 31, 2021


	

2.50:1.0

	

For the
4 Fiscal Quarter period ending each Fiscal Quarter
thereafter







 




(c) Qualified Cash of
the Issuer plus
amounts shown owing to the Issuer with respect to the Specified
Trust Accounts in an aggregate amount not to exceed $100,000, each
measured at the end of each Fiscal Month, commencing with the
Fiscal Month ending February 29, 2020, to be less than
$200,000.


 




5.14 OFAC.
Permit or cause the Issuer or any Controlled Entity to, (a) be or
become subject at any time to any statute, rule, law, regulation,
ordinance, order, restriction, or list of any government agency
that prohibits or limits the Purchasers from holding the Notes or
from otherwise conducting business with the Note Parties; (b)
directly or indirectly have any investment




 








 





 


in or
engage in any dealing or transaction (including, without
limitation, any investment, dealing or transaction involving the
proceeds of any of the Notes) with any Person if such investment,
dealing or transaction (i) would cause the Agent or any Purchaser
to be in violation of any law or regulation applicable to the Agent
or such Purchaser, or (ii) is prohibited by or subject to sanctions
under any U.S. Economic Sanctions Laws; or (c) engage, or permit
any Subsidiary or Affiliate to engage, in any activity that could
subject such Person, the Agent or any Purchaser to sanctions under
the Comprehensive Iran Sanctions, Accountability and Divestment Act
or any similar (federal or state) law or regulation with respect to
Iran or any other country that is subject to U.S. Economic
Sanctions Laws.


 




5.15 Fiscal
Year; Accounting Methods. Change its Fiscal Year or its
method of accounting (other than as may be required to conform to
GAAP).


 




5.16 Burdensome
Agreements. Enter into or permit to exist any contractual
obligation (other than this Agreement, any other Note Document)
that: (a) limits the ability (i) of any Subsidiary to make
Restricted Payments or other Distributions to any Note Party or to
otherwise transfer property to any Note Party, (ii) of any
Subsidiary to Guarantee the Obligations, (iii) of any Subsidiary to
make or repay loans to a Note Party, or (iv) of the Note Parties or
any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person in favor of the Agent and the Purchasers;
or (b) requires the grant of a Lien (other than a Permitted Lien)
to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person; provided, however, that in no event shall
the foregoing clauses
(a) and (b)
preclude (1) limitations in respect of specific property encumbered
to secure payment of particular Debt (including Finance Leases and
purchase money Debt) or to be sold pursuant to an executed
agreement with respect to a Permitted Disposition, (2) restrictions
by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and
other agreements entered into in the ordinary course of business
(provided that such restrictions are limited to the property or
assets secured by such Liens or the property or assets subject to
such leases, licenses or other agreements, as the case may be), (3)
limitations pursuant to applicable requirements of law or (4)
limitations customarily contained in partnership agreements,
limited liability company organizational governance documents,
asset sale and stock sale agreements and other similar agreements
entered into in the ordinary course of business that restrict the
transfer of ownership interests in such partnership, limited
liability company or similar Person.


 





5.17 Prepayments
and Amendments.

 


 

(a) Optionally prepay,
redeem, defease, purchase, or otherwise acquire, or permit any
Subsidiary to optionally prepay, redeem, defease, purchase, or
otherwise acquire, any Debt of any Note Party or its Subsidiaries,
other than the Obligations in accordance with this
Agreement;

 




(b) Make any payment,
or permit any Subsidiary to make any payment on account of Debt
that has been contractually subordinated in right of payment to the
Obligations if such payment is not permitted at such time under the
subordination terms and conditions;


 




(c) Directly or
indirectly, amend, modify, or change, or permit any Subsidiary to
directly or indirectly, amend, modify, or change, any of the terms
or provisions of any




 








 





 


agreement,
instrument, document, indenture, or other writing evidencing or
concerning Permitted Debt other than the Obligations in accordance
with this Agreement; or


 




(d) Directly or
indirectly, amend, modify, or change, or permit any Subsidiary to
directly or indirectly, amend, modify, or change, the Governing
Documents of any Note Party or any of its Subsidiaries if the
effect thereof, either individually or in the aggregate, could
reasonably be expected to be materially adverse to the interests of
the Purchasers; provided, that the Issuer shall
not amend its articles of incorporation (including pursuant to a
certificate of designation) or take any action to authorize,
create, offer, or issue any shares of capital stock or other
Ownership Interests other than Common Stock, including without
limitation any preferred stock or other Ownership Interests or
rights or securities exercisable or exchangeable for or convertible
into any shares of capital stock or other Ownership Interests other
than Common Stock, in each case without the prior written consent
of the Purchasers which may be given or withheld in the
Purchasers’ sole discretion.

 




5.18 Tax
Account. Use any monies on deposit in the Tax Account for
any purpose other than payment of income taxes without the prior
written consent of Agent, it being understood and agreed that any
amounts in the Tax Account not used for the payment of income taxes
in a particular year may be used for income taxes in subsequent
years. If such deposited Estimated Tax Amounts exceed the amount of
the income tax liability with respect to the same periods made
within 60 days of April 15 or thereafter, the excess amounts may be
released to the balance sheet (“Tax Account Release”). If not
released to the balance sheet excess amounts may be used to offset
future quarterly Estimated Tax Amounts.

 




5.19 Settlement
of Disputes. Agree to or enter into any settlement with
respect to any suits, proceedings, claims or disputes pending or
threatened against a Note Party or any of its Subsidiaries in an
amount individually or in the aggregate in excess of
$200,000.


 





ARTICLE
6


 


EVENTS
OF DEFAULT AND REMEDIES


 




6.1 Events
of Default. The occurrence of any one or more of the
following events, acts or occurrences shall constitute an event of
default (an “Event of
Default”) hereunder:

 




(a) the Issuer fails to
pay when due any principal under the Notes or any payment of
interest, fees, Expenses or any other amount payable hereunder or
under any Note Document;

 




(b) the Issuer fails to
observe or perform any of the covenants and agreements set forth in
Sections 4.2,
4.3, 4.4, 4.5, 4.8, 4.13, 4.14, or 4.17 or Article 5 of this Agreement, or
Section 7 of the
Guaranty and Security Agreement, or there is a breach by the Issuer
of its obligations under the Board Observer Agreement;


 




(c) Any Note Party
fails to observe or perform any covenant or agreement (other than
those covenants and agreements described in Sections 6.1(a) and
6.1(b)) set forth
in this Agreement or the Note Documents (other than the Warrants
and the Investors’ Rights Agreement), and such failure
continues for 30 days after the earlier to occur of (i) the
Issuer




 








 





 


obtaining Knowledge
of such failure or (ii) the Agent’s dispatch of notice to the
Issuer of such failure;

 




(d) Any representation,
warranty or certification made by any Note Party or any officer or
employee of any Note Party in this Agreement or any Note Document,
in any certificate, financial statement or other document delivered
pursuant to this Agreement or any Note Document proves to have been
misleading or untrue in any material respect when made or
certified, or if any such representation, warranty or certification
is withdrawn;


 




(e) Any Note Party
fails to pay when due any payment in respect of its Debt (other
than under this Agreement) in excess of $200,000;


 




(f) (i) Any event or
condition occurs that: (x) results in the acceleration of the
maturity of any Debt of any Note Party with an aggregate principal
amount in excess of $200,000 (other than under this Agreement); or
(y) permits (or, with the giving of notice or lapse of time or
both, would permit) the holder or holders of such Debt or any
Person acting on behalf of such holder or holders to accelerate the
maturity thereof, or (ii) any “Event of Default” under
and as defined in any Convertible Subordinated Note
occurs;


 




(g) Any Note Party (i)
commences a voluntary Insolvency Proceeding seeking liquidation,
reorganization or other relief with respect to itself or its Debt
or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official over it or any substantial part
of its property, or consents to any such relief or to the
appointment of or taking possession by any such official in an
involuntary Insolvency Proceeding, (ii) fails generally or admits
in writing its inability to pay its Debt as it becomes due, makes
an assignment for the benefit of its creditors, (iii) consents to
the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any
substantial part of its property, (iv) is adjudicated as insolvent
or to be liquidated, or (v) or takes any action to authorize any of
the foregoing;

 




(h) An involuntary
Insolvency Proceeding is commenced against any Note Party seeking
liquidation, reorganization or other relief with respect to it or
its Debt or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any
substantial part of its property and any of the following events
occur: (i) the petition commencing the Insolvency Proceeding is not
timely controverted; (ii) the petition commencing the Insolvency
Proceeding is not dismissed within 60 calendar days of the date of
the filing thereof; (iii) an interim trustee is appointed to take
possession of all or a substantial portion of the Assets of, or to
operate all or any substantial portion of the business of, such
Note Party; or (iv) an order for relief shall have been issued or
entered therein;


 




(i) Any one or more
Note Parties suffers (i) one or more judgments in the aggregate
amount in excess of $200,000 which are not covered by insurance, or
(ii) one or more writs, warrant of attachment, or similar process
which are not released, vacated or fully bonded within 30 days of
its issue or levy;




 








 





 

(j) A judgment creditor
obtains possession of any of the Assets of any one or more Note
Party in excess of $200,000 by any means, including levy,
distraint, replevin, or self- help;

 




(k) Any order, judgment
or decree is entered decreeing the dissolution of any Note Party,
or any individual Guarantor dies;


 




(l) Any Note Party is
enjoined, restrained or in any way prevented by court order from
continuing to conduct all or any material part of its business
affairs, or any Note Party voluntarily ceases to conduct its
business as a going concern (other than to the extent permitted by
Section
5.4);

 




(m) A notice of lien,
levy or assessment is filed of record with respect to any or all of
any Note Party’s
Assets by any Governmental Authority, or any taxes or debts owing
at any time hereafter to any Governmental Authority becomes a Lien
(whether inchoate or otherwise) upon any Assets of any Note Party
and the same is not paid on the payment date thereof, in each case
except for Permitted Liens;

 




(n) Any Reportable
Event, which the Required Purchasers determine constitutes grounds
for the termination of any Plan by the Pension Benefit Guaranty
Corporation or for the appointment by the appropriate United States
District Court of a trustee to administer any such Plan, shall have
occurred and be continuing thirty (30) days after written notice of
such determination shall have been given to the Issuer by the
Agent, or any such Plan shall be terminated within the meaning of
Title IV of ERISA, or a trustee shall be appointed by the
appropriate United States District Court to administer any such
Plan, or the Pension Benefit Guaranty Corporation shall institute
proceedings to terminate any Plan in any such ERISA Event or Events
or action or actions, individually or in the aggregate, would
result in a claim against or liability of the Issuer or any of the
Subsidiaries;


 




(o) Any event occurs
that would permit the Pension Benefit Guaranty Corporation to
terminate any Plan;


 







(p)

Any Change of
Control occurs;






 




(q) Any of the Note
Documents fails to be in full force and effect for any reason, or
the Agent fails to have a perfected Lien in and upon all of the
Collateral;


 




(r) Any counterparty to
a Material Contract commences or becomes the subject of any
Insolvency Proceeding or provides written notice that it is
terminating or intends to renegotiate or terminate its commercial
relationship with any Note Party or any of its Subsidiaries, or any
Material Contract is terminated by operation of law or by any party
thereto prior to the termination or expiration of the stated term
of such Material Contract (but including the period or any
extensions or renewals thereof which are contemplated by the terms
thereof as of the date hereof); provided that such Event of Default
with respect to the SOFO Distribution Agreement shall be deemed not
to have occurred if it has been replaced with a distribution
agreement with a reasonable replacement counterparty within 30 days
after Sofo Foods’s last delivery;




 








 





 

(s) If (i) any Life
Insurance Policy is terminated, (ii) any Life Insurance Policy is
scheduled to terminate or expire and Issuer fails to deliver a
renewal or substitute policy to Agent within 30 days before the
scheduled termination date, (iii) Issuer fails to pay any premium
on any Life Insurance Policy when due, or (iv) Issuer takes any
other action that impairs or would be reasonably likely to impair
the value of any Life Insurance Policy;


 




(t) Any Guarantor
revokes or disputes the validity of, or liability under, his, her
or its guaranty under the Guaranty and Security
Agreement;


 




(u) Any (i) event of
default (howsoever defined under any Franchise Agreement) under any
Franchise Agreement as it relates to the failure by such Franchisee
to make any material payment required thereunder if such payment is
not made within thirty (30) days of the date on which it was
originally due, (ii) any Franchisee instituting or consenting to
the institution of any Insolvency Proceeding or making an
assignment for the benefit of creditors, or

(iii) any
Franchisee applying for or consenting to the appointment of any
receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or substantially
all of its property; in each case, which, either individually or in
the aggregate with all other such similar events under any
Franchise Agreement, could reasonably be expected to have a
Material Adverse Effect;


 




(v) (i) Any of the
subordination provisions of any Convertible Subordinated Note (the
“Subordination
Provisions”) shall, in whole or in part, terminate,
cease to be effective or cease to be legally valid, binding and
enforceable against any holder of any Convertible Subordinated
Note; or (ii) the Issuer or any other Note Party shall, directly or
indirectly, disavow or contest in any manner (A) the effectiveness,
validity or enforceability of any of the Subordination Provisions,
(B) that the Subordination Provisions exist for the benefit of the
Agent and the Purchasers or (C) that all payments of principal of
or premium and interest on the applicable Convertible Subordinated
Note , or realized from the liquidation of any property of any Note
Party, shall be subject to any of the Subordination Provisions;
or


 




(w) Any Note Party
fails to observe or perform any covenant or agreement set forth in
the Warrants or the Investors’ Rights Agreement, and such
failure continues for 30 days after the Agent’s dispatch of
notice to the Issuer of such failure.


 




6.2 Remedies.
Upon the occurrence of any Event of Default described in
Section 6.1(g) or
6.1(h), the
Purchasers’
obligation hereunder to purchase any Notes or make any loans or
other financial accommodations to the Issuer shall immediately
terminate, and the Obligations shall become immediately due and
payable without any election or action on the part of the Agent or
the Purchasers, without presentment, demand, protest or notice of
any kind, all of which the Issuer hereby expressly waives. Upon the
occurrence and continuance of any other Event of Default, either or
both of the following actions may be taken upon the election of the
Required Purchasers:


 




(a) without notice of
their election and without demand, immediately terminate the
commitments, whereupon the Purchasers’ obligation hereunder to
purchase any Notes or make any other financial accommodations to
the Issuer shall immediately terminate; and




 








 





 

(b) without notice of
their election and without demand, declare the Obligations to be
due and payable, whereupon the Obligations shall become immediately
due and payable, without presentment, demand, protest or notice of
any kind, all of which the Issuer hereby expressly waives, and the
Issuer shall promptly pay the outstanding principal amount of the
Notes, plus accrued and unpaid interest thereon, and all other
amounts due under the Note Documents.


 




6.3 Appointment
of Receiver or Trustee. The Issuer hereby irrevocably agrees
that the Agent and the Required Purchasers, have the right under
this Agreement, upon the occurrence and during the continuance of
an Event of Default, to seek the appointment of a receiver, trustee
or similar official over the Issuer to effect the transactions
contemplated by this Agreement, and that the Agent and the Required
Purchasers are entitled to seek such relief. The Issuer hereby
irrevocably agrees not to object to such appointment on any grounds
other than that no Event of Default is then
continuing.


 




6.4 Power
of Attorney. The Issuer hereby appoints the Agent (and all
Persons designated by the Agent) as the Issuer’s true and lawful attorney (and
agent-in-fact), with full powers of substitution, for the purposes
provided in this section. The Agent, or its designee, may, without
notice and in either its or the Issuer’s name, but at the cost and
expense of the Issuer:


 




(a) Endorse the
Issuer’s name on any
payment item or other proceeds of Collateral (including proceeds of
insurance) that come into the Agent’s possession or control;
and


 




(b) During the
continuance of an Event of Default, (i) notify any account debtors
of the assignment of their accounts, demand and enforce payment of
accounts by legal proceedings or otherwise, and generally exercise
any rights and remedies with respect to accounts;


(ii)
settle, adjust, modify, compromise, discharge or release any
accounts or other Collateral, or any legal proceedings brought to
collect accounts or Collateral; (iii) sell or assign any accounts
and other Collateral upon such terms, for such amounts and at such
times as the Required Purchasers deem advisable; (iv) collect,
liquidate and receive balances in deposit accounts or investment
accounts, and take control, in any manner, of proceeds of
Collateral; (v) prepare, file and sign the Issuer’s name to a proof of claim or
other document in a bankruptcy of an account debtor, or to any
notice, assignment or satisfaction of Lien or similar document;
(vi) receive, open and dispose of mail addressed to the Issuer, and
notify postal authorities to deliver any such mail to an address
designated by the Agent; (vii) endorse any chattel paper, document,
instrument, bill of lading, or other document or agreement relating
to any accounts, inventory or other Collateral;


(viii)
use the Issuer’s
stationery and sign its name to verifications of accounts and
notices to account debtors; (ix) use information contained in any
data processing, electronic or information systems relating to
Collateral; (x) make and adjust claims under insurance policies;
(xi) take any action as may be necessary or appropriate to obtain
payment under any letter of credit, banker’s acceptance or other instrument
for which the Issuer is a beneficiary; and, (xii) take all other
actions as the Purchasers reasonably deem appropriate to fulfill
the Issuer’s
obligations under this Agreement and the Note
Documents.


 




6.5 Remedies
Cumulative. The rights and remedies of the Agent and the
Purchasers herein and in the other Note Documents are cumulative,
and are not exclusive of any other rights, powers, privileges, or
remedies, now or hereafter existing, at law, in equity or
otherwise.




 








 





 


ARTICLE
7 AGENCY




7.1

Appointment and
Authority. Each of the Purchasers hereby irrevocably
appoints






Corbel
SBIC to act on its behalf as the Agent hereunder and under the
other Note Documents and authorizes the Agent to take such actions
on its behalf and to exercise such powers as are delegated to the
Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of
this Article 7 are
solely for the benefit of the Agent and the Purchasers, and neither
the Issuer nor any other Note Party shall have any rights as a
third-party beneficiary of any of such provisions. It is understood
and agreed that the use of the term “agent” herein or
in any other Note Documents (or any other similar term) with
reference to the Agent is not intended to connote any fiduciary or
other implied (or express) duties or obligations arising under
agency doctrine of any Applicable Law, all of which duties and
obligations are expressly disclaimed. Instead such term is used as
a matter of market custom, and is intended to create or reflect
only an administrative relationship between or among contracting
parties.


 




7.2 Rights
as a Purchaser. The Person serving as the Agent hereunder
shall have the same rights and powers in its capacity as a
Purchaser as any other Purchaser and may exercise the same as
though it were not the Agent, and the term “Purchaser”
or “Purchasers” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the
Person serving as the Agent hereunder in its individual capacity.
Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other
advisory capacity for, and generally engage in any kind of business
with, any Note Party or any Subsidiary or other Affiliate thereof
as if such Person were not the Agent hereunder and without any duty
to account therefor to the Purchasers.


 




 




7.3

Exculpatory
Provisions.





 

 
(a) The Agent shall not
have any duties or obligations except those expressly set forth
herein and in the other Note Documents, and its duties hereunder
shall be administrative in nature. Without limiting the generality
of the foregoing, the Agent:


 



(i) shall not be
subject to any fiduciary or other express or implied duties,
regardless of whether a Default may occur, has occurred, or is
continuing;


 




(ii) shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Note Documents that
the Agent is required to exercise as directed in writing by the
Required Purchasers (or such other number or percentage of the
Purchasers as shall be expressly provided for herein or in the
other Note Documents); provided, that the Agent shall
not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Agent to liability or that
is contrary to any Note Document or Applicable Law, including for
the avoidance of doubt any action that may be in violation of the
automatic stay under the Bankruptcy Code or any other Applicable
Law; and




 








 





 

(iii) shall
not, except as expressly set forth herein and in the other Note
Documents, have any duty to disclose, and shall not be liable for
any failure to disclose or incomplete disclosure of, any
information relating to the Issuer or any of its Affiliates that is
communicated to or obtained by the Person serving as the Agent or
any of its Affiliates in any capacity.

 




(b) The Agent shall not
be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Purchasers (or such other
number or percentage of the Purchasers as shall be necessary, or as
the Agent may believe is necessary, under specified circumstances),
or (ii) in the absence of its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction and
reflected in a final and nonappealable judgment. The Agent shall be
deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Agent in writing by the
Issuer or a Purchaser.


 




(c) The Agent shall not
be responsible for or have any duty to ascertain or inquire into
(i) any statement, representation or warranty made in or in
connection with this Agreement or any other Note Document, (ii) the
contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or
therein, (iv) the occurrence of any Event of Default or Default or
the facts or circumstances giving rise thereto, (v) the validity,
enforceability, effectiveness or genuineness of this Agreement, any
other Note Document or any other agreement, instrument or document,
or


(vi)
the satisfaction of any condition set forth in Article 2 or referenced
elsewhere herein, other than to confirm upon request the receipt of
items expressly required to be delivered to the Agent.


 




7.4 Reliance
by the Agent. The Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, (a) any notice,
request, certificate, consent, statement, instrument, document or
other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to
be genuine and to have been signed, sent or otherwise authenticated
by a proper Person or (b) any statement made to it orally or by
telephone and believed by it to have been made by a proper Person,
and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the purchase
of Notes or any other loan or financial accommodation made
hereunder that by its terms must be fulfilled to the satisfaction
of a Purchaser, the Agent may presume that such condition is
satisfactory to such Purchaser unless the Agent shall have received
written notice to the contrary from such Purchaser prior to the
purchase of such Note or making of any loan or other financial
accommodation. The Agent may consult with legal counsel (who may be
counsel for the Issuer), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel,
accountants or experts.


 




7.5 Delegation
of Duties. The Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other
Note Document by or through any one or more sub-agents appointed by
the Agent. The Agent and any such sub-agent may perform any and all
of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of
this Article 7
shall apply to any such sub-agent and to the Related Parties of the
Agent and any such sub agent, and shall apply to the activities as
the Agent. The Agent shall not be responsible for the negligence or
misconduct of any sub-agents except to the extent




 








 





 


that a
court of competent jurisdiction determines in a final and
nonappealable judgment that the Agent acted with gross negligence
or willful misconduct in the selection of such
sub-agents.


 




7.6 Resignation
of the Agent. 



 

(a) The Agent may at
any time give notice of its resignation to the Purchasers and the
Issuer. Upon receipt of any such notice of resignation, the
Required Purchasers shall have the right to appoint a successor. If
no such successor shall have been so appointed by the Required
Purchasers and shall have accepted such appointment within 30 days
after the resigning Agent gives notice of its resignation (or such
earlier day as shall be agreed by the Required Purchasers) (the
“Resignation Effective
Date”), then the resigning Agent may (but shall not be
obligated to), on behalf of the Purchasers, appoint a successor
Agent meeting the qualifications set forth above. Whether or not a
successor has been appointed, such resignation shall become
effective in accordance with such notice on the Resignation
Effective Date.


 




(b) With effect from
the Resignation Effective Date: (i) the resigning Agent shall be
discharged from its duties and obligations hereunder and under the
other Note Documents (except that in the case of any collateral
security held by the Agent on behalf of the Purchasers under any of
the Note Documents, the resigning Agent shall continue to hold such
collateral security until such time as a successor Agent is
appointed) and (ii) except for any indemnity payments owed to the
resigning Agent, all payments, communications and determinations
provided to be made by, to or through the Agent shall instead be
made by or to each Purchaser directly, until such time, if any, as
the Required Purchasers appoint a successor Agent as provided for
above. Upon the acceptance of a successor’s appointment as the Agent
hereunder, such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the resigning
Agent (other than any rights to indemnity payments owed to the
resigning Agent), and the resigning Agent shall be discharged from
all of its duties and obligations hereunder or under the other Note
Documents. The fees payable by the Issuer to a successor Agent
shall be the same as those payable to its predecessor unless
otherwise agreed between the Issuer and such successor. After the
resigning Agent’s
resignation hereunder and under the other Note Documents, the
provisions of this Article
7 and Section
9.3 shall continue in effect for the benefit of such
resigning Agent, its sub-agents and its respective Related Parties
in respect of any actions taken or omitted to be taken by any of
them while the resigning Agent was acting as the
Agent.


 




7.7 Non-Reliance
on the Agent and Other Purchasers. Each Purchaser
acknowledges that it has, independently and without reliance upon
the Agent or any other Purchaser or any of their Related Parties
and based on such documents and information as it has deemed
appropriate, made its own analysis and decision to enter into this
Agreement. Each Purchaser also acknowledges that it will,
independently and without reliance upon the Agent or any other
Purchaser or any of their Related Parties and based on such
documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Note
Document or any related agreement or any document furnished
hereunder or thereunder.


 




7.8 No
Other Duties, etc. Notwithstanding anything in this
Agreement or any other Note Document to the contrary, none of the
Persons listed on the cover page hereof shall have any




 








 





 


powers,
duties or responsibilities under this Agreement or any of the other
Note Documents, except in its capacity, as applicable, as the Agent
or a Purchaser hereunder.


 




7.9 The
Agent May File Proofs of Claim. In case of the pendency of
any proceeding under the Bankruptcy Code or any other Applicable
Law or any other judicial proceeding relative to any Note Party,
the Agent (irrespective of whether the principal of any Note shall
then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Agent shall have made any
demand on any Purchaser) shall be entitled and empowered (but not
obligated) by intervention in such proceeding or
otherwise:


 




(a) to file and prove a
claim for the whole amount of the principal and interest owing and
unpaid in respect of the Notes and all other Obligations that are
owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the
Purchasers and the Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the
Purchasers and the Agent and their respective agents and counsel
and all other amounts due the Purchasers and the Agent under
Sections 1.7 and
9.3) allowed in such judicial proceeding; and

 




(b) to collect and
receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

 





and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby
authorized by each Purchaser to make such payments to the Agent
and, in the event that the Agent shall consent to the making of
such payments directly to the Purchasers, to pay to the Agent any
amount due for the reasonable compensation, expenses, disbursements
and advances of the Agent and its agents and counsel, and any other
amounts due the Agent under Sections 1.7 and
9.3.


 





7.10 Collateral
and Guaranty Matters.


 







(a)

The Purchasers
irrevocably authorize the Agent, at its option and in
its






discretion:


 







(i)

to release any Lien
on any property granted to or held by the Agent






under
any Note Document (A) upon termination of any commitments and
payment in full of all Obligations (other than contingent
indemnification obligations), (B) that is sold or otherwise
disposed of or to be sold or otherwise disposed of as part of or in
connection with any sale or other disposition permitted under the
Note Documents, or (C) subject to Section 9.4, if approved,
authorized or ratified in writing by the Required
Purchasers;


 




(ii) to
subordinate any Lien on any property granted to or held by the
Agent under any Note Document to the holder of any Lien on such
property that is a Permitted Lien; and

 




(iii) to
release any Guarantor from its obligations under the guaranty under
the Guaranty and Security Agreement if such Person ceases to be a
Subsidiary as a result of a transaction permitted under the Note
Documents.




 








 





 


Upon
request by the Agent at any time, the Required Purchasers will
confirm in writing the Agent’s authority to release or
subordinate its interest in particular types or items of property,
or to release any Guarantor from its obligations under the guaranty
under the Guaranty and Security Agreement pursuant to this
Section
7.10.


 




(b) The Agent shall not
be responsible for or have a duty to ascertain or inquire into any
representation or warranty regarding the existence, value or
collectability of the Collateral, the existence, priority or
perfection of the Agent’s Lien thereon, or any
certificate prepared by any Note Party in connection therewith, nor
shall the Agent be responsible or liable to the Purchasers for any
failure to monitor or maintain any portion of the
Collateral.

 





ARTICLE
8


 


PURCHASER
REPRESENTATIONS AND WARRANTIES


 





In
order to induce the Issuer to enter into this Agreement and to
issue and sell the Notes and the Warrants, each of the Purchasers
hereby represents and warrants to the Issuer that on the Closing
Date:


 




8.1 Purchase
Entirely for Own Account. Each Purchaser acknowledges that
this Agreement is made with such Purchaser in reliance upon such
Purchaser’s representation to the Issuer, which such
Purchaser confirms by executing this Agreement, that the Notes, the
Warrants, and any Common Stock issuable upon exercise of the
Warrants (collectively, the “Securities”) will be acquired for
investment for such Purchaser’s own account, not as a nominee
or agent (unless otherwise specified on such Purchaser’s
signature page hereto), and not with a view to the resale or
distribution of any part thereof, and that such Purchaser has no
present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, each
Purchaser further represents that such Purchaser does not have any
contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any
third person, with respect to the Securities. If other than an
individual, each Purchaser also represents it has not been
organized solely for the purpose of acquiring the
Securities.


 




8.2 Accredited
Investor. Each Purchaser is an “accredited
investor” within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act.

 





ARTICLE
9 MISCELLANEOUS




9.1

Notices. All
notices, requests and other communications to any party
hereunder






shall
be in writing (including facsimile or other electronic transmission
or similar writing) and shall be given to such party at its address
or facsimile number set forth on the signature pages hereof or such
other address or facsimile number as such party may hereafter
specify by notice to the other party in accordance with this
Section 9.1. Each
such notice, request or other communication shall be effective (a)
if delivered in person, when delivered, (b) if delivered by
facsimile transmission, on the date of transmission if transmitted
on a Business Day before 4:00 p.m., Pacific time, otherwise on the
next Business Day, (c) if delivered electronically, upon
receipt




 








 





 


thereof
by the recipient; (d) if delivered by overnight courier, one (1)
Business Day after delivery to the courier properly addressed and
(e) if mailed, upon the third (3rd) Business Day after the date
deposited into the U.S. Mail, certified or registered; provided, that actual notice,
however and from whomever given or received, shall always be
effective on receipt; provided, further, that notices sent by
the Agent or any Purchaser in connection with such
Person’s exercise of
its enforcement rights against any of its collateral shall be
deemed given when deposited in the mail or personally delivered,
or, where permitted by law, transmitted by facsimile.


 




9.2 No
Waivers. No failure or delay by the Agent or any Purchaser
in exercising any right, power or privilege hereunder or under any
other Note Document shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.


 





9.3 Expenses;
Documentary Taxes; Indemnification.


 




(a) The Issuer shall
pay all out-of-pocket Expenses of the Agent and the Purchasers on
demand.

 




(b) The Issuer shall
pay and indemnify the Agent and each Purchaser against any and all
transfer taxes, documentary taxes, assessments, or charges made by
any Governmental Authority and imposed by reason of the execution
and delivery of this Agreement, any of the other Note Documents, or
any other document, instrument or agreement entered into in
connection herewith.

 




(c) The Issuer shall
and hereby covenants and agrees to indemnify, protect, defend and
hold harmless the Agent, each Purchaser and each of their Related
Parties (collectively, the “Indemnified Persons” and
individually, an “Indemnified
Person”) from and against (i) any and all losses,
claims, damages, liabilities, deficiencies, judgments, costs and
expenses (including reasonable attorneys’ fees incurred pursuant to
proceedings arising under the Bankruptcy Code) (collectively,
“Losses”)
suffered or incurred by any Indemnified Person (except to the
extent that any such Losses are finally judicially determined to
have resulted from the gross negligence or willful misconduct of
the Indemnified Person seeking indemnification) arising out of or
by reason of any litigations, investigations, claims or proceedings
(whether administrative, judicial or otherwise), including
discovery, whether or not such Indemnified Person is designated a
party thereto, which arise out of or are in any way related to (A)
this Agreement, the other Note Documents or the transactions
contemplated hereby or thereby, (B) any actual or proposed use by
the Issuer of the proceeds of the Notes, or (C) the
Agent’s and each
Purchaser’s entering
into this Agreement, the other Note Documents or any other
agreements and documents relating hereto;

 


(ii)
any such Losses arising out of or by reason of the use, generation,
manufacture, production, storage, release, threatened release,
discharge, disposal or presence on, under or about the
Issuer’s operations or property or property leased by the
Issuer of any material, substance or waste which is or becomes
designated as Hazardous Materials; and (iii) any such Losses
suffered or incurred in connection with any remedial or other
action taken by the Issuer or the Agent in connection with
compliance by the Issuer with any federal, state or local
environmental laws, acts, rules, regulations, orders, directions,
ordinances, criteria or guidelines (except to the extent that any
such Losses are finally judicially determined to have resulted from
the gross negligence or willful misconduct of the Indemnified
Person seeking indemnification).




 








 





 

(d) Without limiting
the foregoing provision, (i) the Issuer hereby covenants and agrees
to indemnify, protect, defend and hold harmless each Indemnified
Person from any Losses suffered or incurred as a result of any
inaccuracy in or breach of any of the representations or warranties
of the Issuer contained in this Agreement or any other Note
Document, and (ii) the Issuer hereby covenant and agree to
indemnify, protect, defend and hold harmless each Indemnified
Person from any Losses suffered or incurred as a result of any
breach or non- fulfillment of any covenant, agreement or obligation
to be performed by the Issuer pursuant to this Agreement or any
other Note Document.


 




(e) No
Purchaser’s or other Indemnified Person’s rights to
indemnification or other remedies based on any inaccuracy in or
breach or violation of the representations, warranties, covenants
and agreements of the Issuer contained herein or in any other Note
Documents will be affected by any investigation conducted by Agent,
any Purchaser or any other Indemnified Person with respect to, or
any knowledge acquired by Agent, any Purchaser or any other
Indemnified Person at any time, with respect to the accuracy or
inaccuracy of or compliance with or violation of, any such
representation, warranty, covenant or agreement.

 




(f) To the fullest
extent permitted by Applicable Law, the Issuer shall not assert,
and hereby unconditionally and irrevocably waives, any claim
against any Indemnified Person, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Note Document or any
agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Note or the use of the proceeds
thereof. No Indemnified Person shall be liable for any damages
arising from the use by unintended recipients of any information or
other materials distributed to such unintended recipients by such
Indemnified Person through telecommunications, electronic or other
information transmission systems in connection with this Agreement
or the other Note Documents or the transactions contemplated hereby
or thereby.


 




(g) The Issuer’s
obligations under this Section 9.3 and Section 1.8 shall survive any
termination of this Agreement and the Note Documents and the
payment and satisfaction in full of the Obligations, and are in
addition to, and not in substitution of, any other of its
obligations set forth in this Agreement.


 




(h) If and to the
extent that the indemnification obligations of the Issuer is
unenforceable for any reason, but without limiting the proviso in
Section 9.3(d)
above, the Issuer hereby agrees to make the maximum contribution to
the payment and satisfaction of such obligations to the Agent and
the Purchasers which is permissible under Applicable
Law.


 




9.4 Amendments
and Waivers.


 




(a) No amendment,
waiver or other modification of any provision of this Agreement or
any other Note Document (other than any fee letter entered into in
connection herewith), and no consent with respect to any departure
by any Note Party therefrom, shall be effective unless the same
shall be in writing and signed by the Required Purchasers (or by
the Agent at the written request of the Required Purchasers) and
the Note Parties that are party thereto and then any such waiver or
consent shall be effective, but only in the specific instance and
for the




 








 





 


specific purpose
for which given; provided, that no such waiver,
amendment, or consent shall, unless in writing and signed by all of
the Purchasers directly affected thereby and all of the Note
Parties that are party thereto, do any of the
following:


 




(i) increase the scope
or amount of or extend the expiration date of any commitment or
obligation of any Purchaser;


 




(ii) postpone
or delay any date fixed by this Agreement or any other Note
Document for any payment of principal, interest, fees, or other
amounts due hereunder or under any other Note Document (other than
mandatory prepayments),


 




(iii) reduce
the principal of, or the rate of interest on, the Notes or any
other extension of credit hereunder, or reduce any fees or other
amounts payable hereunder or under any other Note
Document;


 




(iv) amend,
modify, or eliminate this Section 9.4 or any provision of
this Agreement providing for consent or other action by all
Purchasers;

 







(v)

amend, modify, or
eliminate Section
7.10;





 




(vi) other
than as permitted by Section 7.10 of this Agreement,
release the Agent’s
Lien in and to any of the Collateral;

 







(vii)

amend, modify, or
eliminate the definition of “Required
Purchaser”;





 







(viii)

contractually
subordinate any of the Agent’s Liens; or






 



(ix) other
than in connection with a merger, liquidation, dissolution or sale
of such Person expressly permitted by or consented to under the
terms hereof or the other Note Documents, release the Issuer or any
Guarantor from any obligation for the payment of money or consent
to the assignment or transfer by the Issuer or any Guarantor of any
of its rights or duties under this Agreement or the other Note
Documents.


 



(b) No amendment,
waiver, modification, or consent shall amend, modify, waive, or
eliminate:

 




(i) the definition of,
or any of the terms or provisions of, the Fee Letter or any other
fee letter entered into in connection with this Agreement, without
the written consent of the Agent and the Issuer (and shall not
require the written consent of any of the Purchasers);

 




(ii) any
provision of Article
7 pertaining to the Agent, or any other rights or duties of
the Agent under this Agreement or the other Note Documents, without
the written consent of the Agent, the Issuer, and the Required
Purchasers; and

 




(c) Notwithstanding
anything to the contrary in this Section 9.4, any amendment,
modification, elimination, waiver, consent, termination, or release
of, or with respect to, any provision of this Agreement or any
other Note Document that relates only to the




 








 





 


relationship of the
Agent and the Purchasers among themselves, and that does not affect
the rights or obligations of any Note Party, shall not require
consent by or the agreement of any Note Party.


 





9.5 Successors
and Assigns; Participations; Disclosure;
Register.


 




(a) This Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns,
except that the Issuer may not assign or transfer any of its rights
or obligations under this Agreement without the prior written
consent of the Agent and the Purchasers and any such prohibited
assignment or transfer by the Issuer shall be void.

 




(b) Each Purchaser may
make, carry or transfer the Obligations at, to or for the account
of, any of its branch offices or the office of an Affiliate of such
Purchaser or to any Federal Reserve Bank, all without the
Issuer’s consent.


 




(c) Each Purchaser may,
at its own expense, assign to one or more banks or other financial
institutions all or a portion of its rights (including voting
rights) and obligations under this Agreement and the other Note
Documents; provided, however, that as long as no
Event of Default has occurred and is continuing, the consent of the
Issuer (such consent not to be unreasonably withheld, delayed or
conditioned) shall be required (it being understood that the
consent of the Issuer shall be deemed to have been given if the
Issuer does not respond within five


(5)
Business Days of the Issuer’s receipt of a request to so
consent). In the event of any such assignment by the Purchasers
pursuant to this Section
9.5(c), such Purchaser’s obligations under this
Agreement arising after the effective date of such assignment shall
be released and concurrently therewith, transferred to and assumed
by such assignee to the extent provided for in the document
evidencing such assignment. The provisions of this Section 9.5 relate only to
absolute assignments (whether or not arising as the result of
foreclosure of a security interest) and that such provisions do not
prohibit assignments creating security interests, including,
without limitation, any pledge or assignment by any Purchaser of
any Obligation or any Note to any Federal Reserve Bank or other
financing source in accordance with Applicable Law.

 

 
(d) Each Purchaser may
at any time sell to one or more banks or other financial
institutions (each a “Participant”) participating
interests in the Notes and in any other interest of such Purchaser
hereunder. In the event of any such sale by such Purchaser of a
participating interest to a Participant, such Purchaser’s obligations under this
Agreement shall remain unchanged, such Purchaser shall remain
solely responsible for the performance thereof, and the Issuer
shall continue to deal solely and directly with such Purchaser in
connection with such Purchaser’s rights and obligations under
this Agreement.

 




(e) The Issuer
authorizes each Purchaser to disclose to any assignee under
Section 9.5(c) or
any Participant (either, a “Transferee”) and any prospective
Transferee any and all financial information in such
Purchaser’s
possession concerning the Issuer that has been delivered to such
Purchaser by the Issuer pursuant to this Agreement or that has been
delivered to such Purchaser by the Issuer in connection with such
Purchaser’s credit
evaluation prior to entering into this Agreement; provided that such Transferee
or prospective Transferee has first agreed to be bound by the
provisions of Section
9.6.




 








 





 

(f) The Agent, acting
solely for this purpose as an agent of the Issuer, shall maintain
at its office a register for the recordation of the names and
addresses of each Purchaser, and the principal amounts of the loans
owing to such Purchaser pursuant to the terms hereof from time to
time (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent
manifest error, and the Issuer and the Purchasers shall treat the
Person whose name is recorded in the Register pursuant to the terms
hereof as a lender hereunder for all purposes of this Agreement.
The Register shall be available for inspection by the Issuer and
Purchasers at any reasonable time and from time to time upon
reasonable prior notice. The obligations of the Issuer under this
Agreement and the other Note Documents are registered obligations
and the right, title and interest of the Purchasers and their
assignees in and to such obligations shall be transferable only
upon notation of such transfer in the Register. This Section 9.5(f) shall be
construed so that such obligations are at all times maintained in
“registered form” within the meaning of Section 163(f),
871(h)(2) and 881(c)(2) of the Internal Revenue Code and any
related regulations (and any other relevant or successor provisions
of the Internal Revenue Code or such regulations).

 




(g) With the consent of
the Issuer (not to be unreasonably withheld, delayed or
conditioned), the Agent and each Purchaser may use Issuer’s
and the Subsidiary’s name(s) in advertising and promotional
materials, and in conjunction therewith, the Purchasers may
disclose the amount of the Notes and the purpose
thereof.

 


 9.6 Confidentiality.




 




(a) The Agent and each
Purchaser agrees that (i) all information received prior to the
Closing Date from the Issuer or its representatives other than
information that was available to the Agent and the Purchasers on a
non-confidential basis prior to the disclosure by the Issuer or its
representative; and (ii) after the Closing Date, all material or
non-public information regarding Note Parties and their
Subsidiaries, their operations, assets, and existing and
contemplated business plans (“Confidential Information”) shall
be treated by the Agent and each Purchaser in a confidential
manner, and shall not be disclosed by the Agent or any Purchaser to
Persons who are not parties to this Agreement, except: (A) to
attorneys for and other advisors, accountants, auditors, and
consultants to the Agent and the Purchasers who are subject to
reasonably customary confidentiality restrictions or are advised to
keep such information confidential in accordance with this
Section 9.6, (B) to
Subsidiaries and Affiliates of the Agent and the Purchasers,
provided that any such Subsidiary or Affiliate shall have agreed to
receive such information hereunder subject to the terms of this
Section 9.6, (C) as
may be required by regulatory authorities so long as such
authorities are informed of the confidential nature of such
information, (D) as may be required by statute, decision, or
judicial or administrative order, rule, or regulation; provided
that (x) prior to any disclosure under this clause (D), the disclosing
party agrees to provide the Issuer with prior notice thereof, to
the extent that it is practicable to do so and to the extent that
the disclosing party is permitted to provide such prior notice to
the Issuer pursuant to the terms of the applicable statute,
decision, or judicial or administrative order, rule, or regulation,
and (y) any disclosure under this clause (D) shall be limited to
the portion of the Confidential Information as may be required by
such statute, decision, or judicial or administrative order, rule,
or regulation, (E) as may be agreed to in advance by the Issuer or
as requested or required by any Governmental Authority pursuant to
any subpoena or other legal process, provided, that, (x) prior to
any disclosure under this clause (E) the disclosing party
agrees to provide the Issuer with prior notice thereof, to the
extent




 








 





 


that it
is practicable to do so and to the extent that the disclosing party
is permitted to provide such prior notice to the Issuer pursuant to
the terms of the subpoena or other legal process, and (y) any
disclosure under this clause (E) shall be limited to
the portion of the Confidential Information as may be required by
such Governmental Authority pursuant to such subpoena or other
legal process,


(F) as
to any such information that is or becomes generally available to
the public (other than as a result of prohibited disclosure by the
Agent or any Purchaser or any of their Related Parties), (G) in
connection with any assignment, prospective assignment, sale,
prospective sale, participation, prospective participation, pledge
or prospective pledge of the Purchasers’ interest under this Agreement,
provided that any such Transferee or prospective Transferee shall
have agreed in writing to receive such information hereunder
subject to the terms of this Section, (H) in connection with any
litigation or other adversary proceeding involving parties hereto
which such litigation or adversary proceeding involves claims
related to the rights or duties of such parties under this
Agreement or the other Note Documents; provided, that, prior to any
disclosure to any Person (other than any Note Party, the Agent, the
Purchasers, any of their respective Affiliates, or their respective
counsel) under this clause
(H) with respect to litigation involving any Person (other
than any Note Party, the Agent, the Purchasers, any of their
respective Affiliates, or their respective counsel), the disclosing
party agrees to provide the Issuer with prior notice thereof,
and

(I) in connection with,
and to the extent reasonably necessary for, the exercise of any
secured creditor remedy under this Agreement or under any other
Note Document.


 




(b) Agent and each
Purchaser is aware, and will advise its representatives (including
any Board Observer) who are informed of the matters that are the
subject of this Agreement, of the restrictions imposed by United
States securities laws on the purchase or sale of securities by any
person who has received material, non-public information from the
issues of such securities and on the communication of such
information to any other person where it is reasonably foreseeable
that such other person is likely to purchase or sell such
securities in reliance on such information.

 




(c) In the event of the
breach or a threatened breach by Agent or any Purchaser of any of
the provisions of this Section 9.6, the Issuer would
suffer irreparable harm, and in addition and supplementary to other
rights and remedies existing in its favor, the Issuer shall be
entitled to specific performance and/or injunctive or other
equitable relief from a court of competent jurisdiction in order to
enforce or prevent any violations of the provisions hereof (without
posting a bond or other security).


 




9.7 Counterparts;
Integration. This Agreement may be signed in any number of
counterparts, each of which shall be an original and all of which
when taken together shall be deemed one and the same instrument.
Delivery of an executed counterpart of a signature page to this
Agreement by facsimile or other electronic transmission shall be as
effective as delivery of an original counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by
facsimile or other electronic transmission also shall deliver a
manually executed counterpart of this Agreement but the failure to
deliver a manually executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.
This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the
subject matter hereof.




 








 





 

9.8 Severability.
The provisions of this Agreement are severable. The invalidity, in
whole or in part, of any provision of this Agreement shall not
affect the validity or enforceability of any other of its
provisions. If one or more provisions hereof shall be declared
invalid or unenforceable, the remaining provisions shall remain in
full force and effect and shall be construed in the broadest
possible manner to effectuate the purposes hereof.

 


 

9.9 Knowledge.
For purposes of this Agreement, a Person will be deemed to have
knowledge of a particular fact or other matter if such Person is
actually aware of such fact or other matter. A Note Party will be
deemed to have knowledge of a particular fact or other matter if
any officer of such Note Party has, or at any time had, actual
knowledge of such fact or other matter.


 





9.10 Additional
Waivers.

 




(a) The Issuer agrees
that checks and other instruments received by the Agent and the
Purchasers in payment or on account of the Obligations constitute
only conditional payment until such items are actually paid to the
Agent and the Purchasers and the Issuer waives the right to direct
the application of any and all payments at any time or times
hereafter received by the Agent and the Purchasers on account of
the Obligations and the Issuer agrees that the Agent and the
Purchasers shall have the continuing exclusive right to apply and
reapply such payments in any manner as the Agent and the Purchasers
may deem advisable, notwithstanding any entry by the Agent and the
Purchasers upon their books.

 


 

(b) The Issuer waives
demand, protest, notice of protest, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment
at maturity, release, compromise, settlement, extension or renewal
of any or all commercial paper, accounts, documents, instruments,
chattel paper, and guarantees at any time held by the Agent and the
Purchasers on which the Issuer may in any way be
liable.

 


 

(c) Upon the occurrence
and during the continuance of an Event of Default, the Issuer
waives the right and the right to assert a confidential
relationship, if any, it may have with any accountant, accounting
firm and/or service bureau or consultant in connection with any
information requested by the Agent and the Purchasers pursuant to
or in accordance with this Agreement, and agrees that the Agent and
the Purchasers may contact directly any such accountants,
accounting firm and/or service bureau or consultant in order to
obtain such information. The Issuer shall be permitted to attend
any meeting with such accountants, accounting firm and/or service
bureau or consultant; provided that no Event of Default has
occurred and is continuing.

 


 

9.11 Destruction
of the Issuer’s Documents. Any documents, schedules,
invoices or other papers delivered to the Agent and the Purchasers
may be destroyed by the Agent and the Purchasers six months after
they are delivered to or received by the Agent and the Purchasers,
unless the Issuer requests, in writing, the return of the said
documents, schedules, invoices or other papers and make
arrangements, at the Issuer’s expense, for their
return.


 




9.12 CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER; CLASS ACTION
WAIVER.




 








 





 

(a) THE
VALIDITY OF THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS (UNLESS
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER NOTE DOCUMENT IN
RESPECT OF SUCH OTHER NOTE DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS
OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL
BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD FOR
PRINCIPLES OF CONFLICTS OF LAWS.

 




(b) THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE AGENT’S AND/OR THE
PURCHASERS’ OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH PARTY HERETO WAIVES, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION
9.12.


 




(c) EACH
PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE OTHER NOTE DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON
LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.


 




(d) IF
PERMITTED BY APPLICABLE LAW, EACH PARTY ALSO WAIVES THE RIGHT TO
LITIGATE IN COURT OR AN ARBITRATION PROCEEDING ANY DISPUTE AS A
CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE,
OR TO ACT AS A PRIVATE ATTORNEY GENERAL. EACH PARTY (I) CERTIFIES
THAT NO ONE HAS REPRESENTED TO SUCH PARTY THAT THE OTHER PARTY
WOULD NOT SEEK TO ENFORCE JURY AND CLASS ACTION WAIVERS IN THE
EVENT OF SUIT, AND

 

(II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS,
AND CERTIFICATIONS IN THIS SECTION.




 








 





 

9.13 Reference
Provision. In the event the Jury Trial Waiver set forth
above is not enforceable, the parties elect to proceed under this
Judicial Reference Provision.


 




(a) With the exception
of the items specified in clause (b) below, any controversy,
dispute or claim (each, a “Claim”) between the parties
arising out of or relating to this Agreement or any other Note
Document will be resolved by a reference proceeding in California
in accordance with the provisions of Sections 638 et seq. of the
California Code of Civil Procedure (“CCP”), or their successor
sections, which shall constitute the exclusive remedy for the
resolution of any Claim, including whether the Claim is subject to
the reference proceeding. Except as otherwise provided in the Note
Documents, venue for the reference proceeding will be in the state
or federal court in the county or district where the real property
involved in the action, if any, is located or in the state or
federal court in the county or district where venue is otherwise
appropriate under Applicable Laws (the “Court”).


 







(b)

The matters that
shall not be subject to a reference are the following:





 

(i) nonjudicial
foreclosure of any security interests in real or personal property,
(ii) exercise of self- help remedies (including, without
limitation, set-off), (iii) appointment of a receiver and (iv)
temporary, provisional or ancillary remedies (including, without
limitation, writs of attachment, writs of possession, temporary
restraining orders or preliminary injunctions). This reference
provision does not limit the right of any party to exercise or
oppose any of the rights and remedies described in clauses (i) and
(ii) or to seek or oppose from a court of competent jurisdiction
any of the items described in clauses (iii) and (iv). The exercise
of, or opposition to, any of those items does not waive the right
of any party to a reference pursuant to this reference provision as
provided herein.

 




(c) The referee shall
be a retired judge or justice selected by mutual written agreement
of the parties. If the parties do not agree within 10 days of a
written request to do so by any party, then, upon request of any
party, the referee shall be selected by the Presiding Judge of the
Court (or his or her representative). A request for appointment of
a referee may be heard on an ex parte or expedited basis, and the
parties agree that irreparable harm would result if ex parte relief
is not granted. Pursuant to CCP § 170.6, each party shall have
one peremptory challenge to the referee selected by the Presiding
Judge of the Court (or his or her representative).


 




(d) The parties agree
that time is of the essence in conducting the reference
proceedings. Accordingly, the referee shall be requested, subject
to change in the time periods specified herein for good cause
shown, to (i) set the matter for a status and trial-setting
conference within 15 days after the date of selection of the
referee, (ii) if practicable, try all issues of law or fact within
120 days after the date of the conference and (iii) report a
statement of decision within 20 days after the matter has been
submitted for decision.

 




(e) The referee will
have power to expand or limit the amount and duration of discovery.
The referee may set or extend discovery deadlines or cutoffs for
good cause, including a party’s failure to provide requested
discovery for any reason whatsoever. Unless otherwise ordered based
upon good cause shown, no party shall be entitled to
“priority” in conducting discovery, depositions may be
taken by either party upon seven (7) days written notice, and all
other discovery shall be responded to within 15 days after service.
All disputes relating to




 








 





 


discovery which
cannot be resolved by the parties shall be submitted to the referee
whose decision shall be final and binding.


 




(f) Except as expressly
set forth herein, the referee shall determine the manner in which
the reference proceeding is conducted including the time and place
of hearings, the order of presentation of evidence, and all other
questions that arise with respect to the course of the reference
proceeding. All proceedings and hearings conducted before the
referee, except for trial, shall be conducted without a court
reporter, except that when any party so requests, a court reporter
will be used at any hearing conducted before the referee, and the
referee will be provided a courtesy copy of the transcript. The
party making such a request shall have the obligation to arrange
for and pay the court reporter. Subject to the referee’s power to award costs to the
prevailing party, the parties will equally share the cost of the
referee and the court reporter at trial.


 



(g) The referee shall
be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California. The
rules of evidence applicable to proceedings at law in the State of
California will be applicable to the reference proceeding. The
referee shall be empowered to enter equitable as well as legal
relief, enter equitable orders that will be binding on the parties
and rule on any motion which would be authorized in a court
proceeding, including without limitation motions for summary
judgment or summary adjudication. The referee shall issue a
decision at the close of the reference proceeding which disposes of
all claims of the parties that are the subject of the reference.
Pursuant to CCP § 644, such decision shall be entered by the
Court as a judgment or an order in the same manner as if the action
had been tried by the Court and any such decision will be final,
binding and conclusive. The parties reserve the right to appeal
from the final judgment or order or from any appealable decision or
order entered by the referee. The parties reserve the right to
findings of fact, conclusions of laws, a written statement of
decision, and the right to move for a new trial or a different
judgment, which new trial, if granted, is also to be a reference
proceeding under this provision.


 




(h) If the enabling
legislation which provides for appointment of a referee is repealed
(and no successor statute is enacted), any dispute between the
parties that would otherwise be determined by reference procedure
will be resolved and determined by arbitration. The arbitration
will be conducted by a retired judge or justice, in accordance with
the California Arbitration Act §1280 through §1294.2 of
the CCP as amended from time to time. The limitations with respect
to discovery set forth above shall apply to any such arbitration
proceeding.


 




(i) THE PARTIES
RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS
RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A
REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE,
EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF
ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY
CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF
OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER NOTE
DOCUMENTS.


 




9.14 Patriot
Act Notification. The Agent and the Purchasers are subject
to the Patriot Act and hereby notify the Issuer that pursuant to
the requirements of the Patriot Act, the Agent and




 








 





 


the
Purchasers are required to obtain, verify and record information
that identifies the Issuer, which information includes the name and
address of the Issuer and other information that will allow the
Agent and the Purchasers to identify the Issuer in accordance with
the Patriot Act.


 




9.15 Continuing
Liability. The
liability of the Issuer under this Agreement and the other Note
Documents to which the Issuer is a party includes Obligations
arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the
Obligations, changing the interest rate, payment terms, or other
terms and conditions thereof, or creating new or additional
Obligations after prior Obligations have been satisfied in whole or
in part.

 




9.16 Survival.
All agreements, representations and warranties contained herein and
in the other Note Documents have been given as an inducement to and
relied upon by the party receiving such agreements, representations
and warranties in entering into this Agreement and shall survive
the execution and delivery of this Agreement and each of the other
Note Documents, the issue, sale and delivery of the Notes and the
Warrants and payment therefor and any disposition of the Notes or
the Warrants by any Purchaser. Notwithstanding anything to the
contrary contained in this Agreement or the other Note Documents,
all indemnification provisions, including, without limitation,
those contained in Section
9.3 and Section
1.8 shall survive indefinitely.


 




*         
*       
*      


 


 


[remainder of this
page intentionally left blank]




 








 






 




 


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


 



ISSUER:                                                                        

NOBLE
ROMAN'S, INC..





 


an
Indiana corporation

 


 


Address
for notices to the Issuer: 6612 E. 75th Street. Suite
450

 


Indianapolis, IN
96250 Attn: Paul W. Mobley

 


Email:
pmobley@nobleromans.com


 


 

 


 


Solely
for purposes of Section 5.9 of this Agreement:


 


A.
Scott Mobley '

 

 
M/l


Paul W.
Mobley




 








 





 



THE
AGENT AND
PURCHASER:                                                                                    

CORBEL
CAPITAL PARTNERS SBIC,






L.P.,

 


as the
Agent and as a Purchaser

 


 



By: 

Corbel Capital
Advisors SBIC, LLC, itsneral Partner





 


 



By: 

y B.
Schwartz






 


 


By:


 

 


 

 


By:


 


 

 



Na                         

.





 


an ging
Member



/;:' a,                                              


===






Name:
Michael H.
Jones

 



Title:             

Managing
Member








 

 


Address
for notices to Agent and Purchaser: Corbel Capital Partners SBIC,
L.P.


c/o
Corbel Structured Equity Partners 11777 San Vicente Blvd., Suite
777 Los Angeles, CA 90049


Attn:
Michael H. Jones

 


Email:
michael@corbelcap.com




 








 





 


Annex
1 To


Senior
Secured Promissory Note and Warrant Purchase Agreement Definitions
and Construction

1.1 Definitions.                                           Initially
capitalized terms used in this Agreement shall have the following
meanings:


 





“Additional Excess Cash Flow” has
the meaning set forth in Section
1.5(c)(ii)(F)(1).


 





“Affiliate” means, with respect to
any Person, any other Person (i) that, directly or indirectly,
controls, is controlled by or is under common control with such
Person; (ii) that directly or indirectly beneficially owns or
controls 10% or more of any class of Ownership Interests of such
Person; or (iii) 10% or more of the voting stock of which is
directly or indirectly beneficially owned or held by such Person.
For purposes of the foregoing, control (including controlled by and
under common control with) shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 





“Agent” is defined in the
Preamble.


 





“Agreement” means this Senior
Secured Promissory Note and Warrant Purchase Agreement, as amended
or restated from time to time in accordance with its
terms.

 





“Annual Compliance Certificate” has
the meaning set forth in Section
1.5(c)(ii)(F)(1).


 





“Anti-Corruption Laws” means any
law or regulation in a U.S. or any non-U.S. jurisdiction regarding
bribery or any other corrupt activity, including the U.S. Foreign
Corrupt Practices Act and the U.K. Bribery Act 2010.


 





“Anti-Money Laundering Laws” means
any law or regulation in a U.S. or any non-U.S. jurisdiction
regarding money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes, including
the Currency and Foreign Transactions Reporting Act of 1970
(otherwise known as the Bank Secrecy Act), the Patriot
Act.


 





“Applicable Laws” means all
applicable laws, rules, regulations and orders of any Governmental
Authority, including without limitation, regulations issued by the
U.S. State Department or the Office of the Comptroller of the
Currency, Credit Protection Laws, the Fair Labor Standards Act, and
the Americans With Disabilities Act.


 





“Asset” means any interest of a
Person in any kind of property or asset, whether real, personal, or
mixed real and personal, and whether tangible or
intangible.


 





“Attributable Indebtedness” means,
on any date, (a) in respect of any Finance Lease Obligation of any
Person, the capitalized amount thereof that would appear on a
balance




 








 





 


sheet
of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease or similar payments under
the relevant lease or other applicable agreement or instrument that
would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if such lease, agreement or instrument
were accounted for as a Finance Lease.


 





“Authorized Officer” means, with
respect to the Issuer, any officer of the Issuer authorized by
specific resolution of the Issuer to authorize the issuance of the
Notes and otherwise request credit extensions as set forth in the
Issuer’s resolutions
delivered to the Agent on the Closing Date (and updated from time
to time as necessary).


 





“Bankruptcy Code” means title 11 of
the United States Code, as in effect from time to time, or any
successor statute, and any and all rules and regulations issued or
promulgated in connection therewith.


 





“Base Rate” means for any day, a
rate per annum equal to the greatest of (w) 1.50% per annum, (x)
the Federal Funds Effective Rate in effect on such day plus
1/2 of 1% per annum,




(y)

the rate of
interest per annum as published as the “Prime Rate” for
U.S. banks in The Wall






Street
Journal as of such date and (z) the one-month LIBOR Rate as in
effect on such day plus 1.0% per annum. The Base Rate is a
reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. The Purchasers may make
commercial loans or other loans at rates of interest at, above or
below the Base Rate. If, for any reason, the Agent shall have
determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective
Rate for any reason, including the inability or failure of the
Agent to obtain sufficient quotations in accordance with the terms
hereof, the Base Rate shall be determined without regard to
clause (x) of the
first sentence of this definition until the circumstances giving
rise to such inability no longer exist. Any change in the Base Rate
due to a change in the Federal Funds Effective Rate or the
“Prime Rate”, as the case may be, shall be effective on
the effective date of such change in the Federal Funds Effective
Rate or the “Prime Rate”, as applicable.

 





“Blocked Person” means (a) a Person
whose name appears on the list of Specially Designated Nationals
and Blocked Persons published by OFAC, (b) a Person, entity,
organization, country or regime that is blocked or a target of
sanctions that have been imposed under U.S. Economic Sanctions Laws
or (c) a Person that is an agent, department or instrumentality of,
or is otherwise beneficially owned by, controlled by or acting on
behalf of, directly or indirectly, any Person, entity,
organization, country or regime described in clause (a) or (b).


 





“Board Observer Agreement” has the
meaning set forth in Section 4.10.


 





“Board of Directors” means, as to
any Person, the board of directors (or comparable managers) of such
Person, or any committee thereof duly authorized to act on behalf
of the board of directors (or comparable managers).


 





“Business Day” means any day other
than a Saturday, a Sunday, or a day on which commercial banks in
Los Angeles, California, are authorized or required by law or
executive order or decree to close.




 








 





 


“Capital Expenditures” means
expenditures made in cash, or financed with long term debt, by any
Person for the acquisition of any fixed Assets or improvements,
replacements, substitutions, or additions thereto that have a
useful life of more than one (1) year, including the direct or
indirect acquisition of such Assets by way of increased product or
service charges, offset items, or otherwise, and the principal
portion of payments with respect to Finance Lease Obligations,
calculated in accordance with GAAP.


 





“Change in Law” means the
occurrence after the date of the Agreement of: (a) the adoption or
effectiveness of any law, rule, regulation, judicial ruling,
judgment or treaty, (b) any change in any law, rule, regulation,
judicial ruling, judgment or treaty or in the administration,
interpretation, implementation or application by any Governmental
Authority of any law, rule, regulation, guideline or treaty, or (c)
the making or issuance by any Governmental Authority of any
request, rule, guideline or directive, whether or not having the
force of law; provided that notwithstanding anything in the
Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (ii)
all requests, rules, guidelines or directives concerning capital
adequacy promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities
shall, in each case, be deemed to be a “Change in Law,”
regardless of the date enacted, adopted or issued.


 





“Change of Control” means the
that:


 




(a) any Person or two
or more Persons acting in concert (other than Permitted Holders),
shall have acquired beneficial ownership, directly or indirectly,
of Ownership Interests of the Issuer (or other securities
convertible into such Ownership Interests) representing 30% or more
of the combined voting power of all Ownership Interests of the
Issuer entitled (without regard to the occurrence of any
contingency) to vote for the election of members of the Board of
Directors of the Issuer,

 




(b) any Person or two
or more Persons acting in concert (other than Permitted Holders),
shall have acquired by contract or otherwise, or shall have entered
into a contract or arrangement that, upon consummation thereof,
will result in its or their acquisition of the power to exercise,
directly or indirectly, a controlling influence over the management
or policies of the Issuer or control over the Ownership Interests
of such Person entitled to vote for members of the Board of
Directors of the Issuer on a fully-diluted basis (and taking into
account all such Ownership Interests that such Person or group has
the right to acquire pursuant to any option right) representing 30%
or more of the combined voting power of such Ownership
Interests,

 




(c) during any period
of 24 consecutive months commencing on or after the Closing Date,
the occurrence of a change in the composition of the Board of
Directors of the Issuer such that a majority of the members of such
Board of Directors are not Continuing Directors,

 




(d) the Issuer fails to
own and control, directly or indirectly, 100% of the Ownership
Interests of each other Note Party, or




 








 





 

(e) Paul W. Mobley or
A. Scott Mobley fails for any reason to serve actively in the
management of the Issuer and its Subsidiaries, whether by reason of
death, disability, resignation, action by the shareholders of the
Issuer, or otherwise, unless on or before 100 days (or such longer
period as may be agreed to by Agent in its sole discretion)
following the date of such failure, one or more successors
reasonably acceptable to the Required Purchasers has commenced
employment with the Issuer and is actively performing, in all
material respects, the functions for the Issuer previously
performed by such Person.

 


“Closing Date” means the date when
all of the conditions set forth or referenced in Section 2.1 have been fulfilled
to the reasonable satisfaction of the Agent, the Purchasers and
their counsel.

 


“Collateral” has the meaning given
to such term in any Note Document.

 


“Collateral Access Agreement” means
a landlord waiver, mortgagee waiver, bailee letter, or
acknowledgement agreement of any warehouseman, processor, lessor,
consignee, or other Person in possession of, having a Lien upon, or
having rights or interests in the Collateral, in each case, in form
and substance reasonably satisfactory to the Agent.

 


“Company-Owned Unit” means a
particular restaurant at a particular location that is owned
(regardless of whether the real property is owned or leased) and
operated by a Note Party or any Subsidiary of a Note
Party.

 


“Company-Owned Unit Locations”
means, collectively, the locations of the Company-Owned Units
described in Part (a) of Schedule 3.25 (as such Schedule
may be updated from time to time in accordance with this
Agreement).

 


“Compliance Certificate” means a
certificate of compliance to be delivered in accordance with
Section 4.3(d),
substantially in the form of Exhibit 4.3(d).

 


“Confidential Information” has the
meaning set forth in Section 9.6.
“Consolidated Capital
Expenditures” means, for any period, for the Issuer
and

 


its
Subsidiaries on a consolidated basis, all Capital
Expenditures.

 


“Consolidated Cash Rental Expense”
means, for any period, all cash rental expense of the Issuer and
its Subsidiaries paid or payable during such period, including,
without limitation, common area maintenance charges, determined on
a consolidated basis in accordance with GAAP, incurred under any
rental agreements or leases, and excluding, for the avoidance of
doubt, any Finance Lease Obligations.

 


 


“Consolidated EBITDA” means, for
any period, for the Issuer and its Subsidiaries on a consolidated
basis, an amount equal to (a) net income determined in accordance
with GAAP, plus (b) the sum
of the following to the extent deducted in the calculation of net
income: (i) Consolidated Interest Charges; (ii) income taxes; (iii)
depreciation; (iv) amortization; (v) charges attributable to de
novo openings of new Company-Owned Unit Locations for such period
not to exceed (x) $50,000 per new location and (y) $150,000 in the
aggregate for all new locations during such period; (vi) other
non-recurring or non-cash expenses of such Person reducing such
net




 








 





 


income
which do not represent a cash item in such period or any future
period to the extent consented to in writing by the Agent; (vii)
Observer Fees paid in cash in such period; minus (c) the sum of the following to
the extent included in the calculation of net income: (i) income
tax credits of such Person; (ii) extraordinary gains determined in
accordance with GAAP; and (iii) all non-recurring, non-cash items
increasing net income, including revenues from contract violations
included in net income in accordance with GAAP which have not
converted to cash in the relevant calculation
period. 


 


“Consolidated Excess Cash Flow”
means, for any period, for the Issuer and its Subsidiaries on a
consolidated basis, an amount equal to the sum of (a) Consolidated
EBITDA for such period, plus (b) any Tax Account Release during
such period, minus (c) the
Estimated Tax Amount paid in cash into the Tax Account,
minus (d) Consolidated
Capital Expenditures for such period to the extent made from
operating cash flows, and not equity or debt financing,
minus (e) the cash portion
of Consolidated Interest Charges for such period, minus (f) cash taxes paid during such
period, minus (g)
Consolidated Scheduled Funded Debt Payments for such period,
minus (h) increases (or
minus decreases) in Consolidated Working Capital excluding any
increases in Ineligible Accounts Receivable related to contract
violations, minus (i)
extraordinary or non- operating losses, plus (j) extraordinary or non-operating
gains, minus (k) Observer
Fees paid in cash in such period, minus (l) charges attributable to de
novo openings of new Company-Owned Unit Locations for such period
not to exceed (x) for the Fiscal Quarters ending December 31, 2020
and March 31, 2021 (A) $100,000 per new location and (B) $300,000
in the aggregate for all new locations during such Fiscal Quarters,
and (y) for all Fiscal Quarters ending thereafter, (A) $50,000 per
new location and (B) $150,000 in the aggregate for all new
locations during such Fiscal Quarters.





“Consolidated Fixed Charge Coverag
Ratio” means, for any period, for the Issuer and its
Subsidiaries on a consolidated basis, the ratio of (a) the sum of
(i) Consolidated EBITDA for such period, minus (ii) Consolidated Capital
Expenditures for such period to the extent made from operating cash
flows, and not equity or debt financing, minus (iii) without duplication of any
amounts deducted pursuant to the subsequent clause (iv) of this definition,
taxes paid in cash during such period (other than taxes paid in
cash during such period from the Tax Account), minus (iv) without duplication of any
amounts deducted pursuant to the foregoing clause (iii) of this
definition, deposits of any Estimated Tax Amount deposited into the
Tax Account during such period), minus (v) all Restricted Payments paid
(whether in cash or other property, other than common Ownership
Interests) during such period, minus (vi) Observer Fees paid in cash
during such period, minus
(vii) any payments made on any Convertible Subordinated Note or
other subordinate obligations, in each case paid in cash (other
than any such payments made on or prior to the Closing Date) during
such period, to (b) Consolidated Fixed Charges for such
period.

 





“Consolidated Fixed Charges” means,
for any period, for the Issuer and its Subsidiaries on a
consolidated basis, the sum, without duplication, of (a)
Consolidated Interest Charges required to be paid (other than
interest paid-in-kind, amortization of financing fees, and other
non-cash Consolidated Interest Charges) during such period, (b) the
current portion of Issuer’s consolidated long term Debt
calculated in accordance with GAAP (including scheduled
amortization payments of the Notes and the principal portion of
Issuer’s consolidated Finance Lease Obligations but excluding
(to the extent any of the following constitute long term Debt):
(x)




 








 





 


mandatory
prepayments under Section
1.5(c)(ii)(E) or (F) and (y) the principal
payment of the Notes due on the applicable Maturity Date), and (c)
all federal, state, and local income taxes required to be paid
during such period.

 


 


Notwithstanding
anything to the contrary contained herein, for purposes of
determining Consolidated Fixed Charges (i) for the Fiscal Quarter
ending March 31, 2020, such amount for the period then ended shall
be calculated by multiplying the actual Consolidated Fixed Charges
for the Fiscal Quarter ending March 31, 2020 by 4, (ii) for the
Fiscal Quarter ending June 30, 2020, such amount for the period
then ended shall be calculated by summing the actual Consolidated
Fixed Charges for the Fiscal Quarters ending March 31, 2020 and
June 30, 2020 and multiplying such sum by 2, and (iii) for the
Fiscal Quarter ending September 30, 2020, such amount for the
period then ended shall be calculated by summing the actual
Consolidated Fixed Charges for the Fiscal Quarters ending March 31,
2020, June 30, 2020 and September 30, 2020 and multiplying such sum
by 1.33.

 





“Consolidated Funded Debt” means,
as of any date of determination, for the Issuer and its
Subsidiaries on a consolidated basis, the sum of (a) the
outstanding principal amount of all obligations, whether current or
long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all purchase money
Debt, (c) all unpaid reimbursement obligations then due and arising
under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and
similar instruments, (d) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts
payable in the ordinary course of business), (e) all Attributable
Indebtedness, (f) without duplication, all Guarantees with respect
to outstanding Debt of the types specified in clauses (a) through
(e) above of
Persons other than the Issuer or its Subsidiaries, and (g) all Debt
of the types referred to in clauses (a) through
(f) above of any
partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which the
Issuer or any of its Subsidiaries is a general partner or joint
venturer, unless such Debt is expressly made non-recourse to the
Issuer or such Subsidiary.

 


 


“Consolidated Interest Charges”
means, for any period, for the Issuer and its Subsidiaries on a
consolidated basis, (a) all interest, premium payments, debt
discount, fees, charges and related expenses in connection with
borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, (b) all
interest paid or payable with respect to discontinued operations
and (c) the portion of rent expense under Finance Leases that is
treated as interest in accordance with GAAP.

 


 


“Consolidated Lease Adjusted Leverage
Ratio” means, as of any date of determination, the
ratio of (a) the sum of (i) the amount of Consolidated Funded Debt
as of such date, plus (ii)
the greater of (x) Consolidated Cash Rental Expense for the 4
Fiscal Quarter period ended as of such date multiplied by eight (8) and (y) the
current and non-current operating lease liabilities listed on the
consolidated balance sheet of the Issuer and its Subsidiaries as of
such date, to (b) the sum of (i) Consolidated EBITDA for the 4
Fiscal Quarter period ended as of such date, plus (ii) Consolidated Cash Rental
Expense for the 4 Fiscal Quarter period ended as of such
date.




 








 





 


“Consolidated Scheduled Funded Debt
Payments” means, for any period, for the Issuer and
its Subsidiaries on a consolidated basis, the sum of all scheduled
payments of principal on Consolidated Funded Debt. For purposes of
this definition, “scheduled payments of
principal”


(a)
shall be determined without giving effect to any reduction of such
scheduled payments resulting from the application of any voluntary
or mandatory prepayments made during the applicable period, (b)
shall be deemed to include the Attributable Indebtedness, and (c)
shall not include any optional prepayments or mandatory prepayments
required pursuant to Section 1.5(c).

 


 


“Consolidated Working Capital”
means, as of any date of determination, the excess of (a) the sum
of all amounts (other than Unrestricted Cash) that would, in
conformity with GAAP, be set forth opposite the caption
“total current assets” (or any like caption) on a
consolidated balance sheet of the Issuer and its Subsidiaries at
such date over (b) the sum of all amounts that would, in conformity
with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance
sheet of the Issuer and its Subsidiaries on such date, including
deferred revenue but excluding, without duplication, (i) the
current portion of any Consolidated Funded Debt, (ii) all Debt
consisting of the Notes to the extent otherwise included therein,
(iii) the current portion of interest and (iv) the current portion
of current and deferred income taxes, and (iv) Ineligible Accounts
Receivable included in total current assets.

 


 


“Continuing Director” means (a) any
member of the Board of Directors who was a director (or comparable
manager) of the Issuer on the Closing Date, and (b) any individual
who becomes a member of the Board of Directors after the Closing
Date if such individual was approved, appointed or nominated for
election to the Board of Directors by either the Permitted Holders
or a majority of the Continuing Directors.

 


 

 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise. “Controlling” and
“Controlled”
shall have the meanings correlative thereto.

 


 


“Control Agreement” has the meaning
set forth in the Guaranty and Security


Agreement.

 


 


“Controlled Entity” means (a) any
of the Subsidiaries of the Issuer and any of their


or
Issuer’s respective Controlled Affiliates and (b) if the
Issuer has a parent company, such parent company and its Controlled
Affiliates.

 


 


“Convertible Subordinated Notes”
means the Issuer’s 10% Convertible Subordinated Unsecured
Notes set forth on Schedule 3.30.

 


 


“Corbel SBIC” means Corbel Capital
Partners SBIC, L.P.

 


 


“Customer Confidential Information”
means any data or information (in both electronic and paper media)
provided by a customer of a Note Party of Franchisee that is
subject to a confidentiality obligation owed by the Note Party to
such customer or Franchisee in accordance with a contract or
Applicable Law.




 








 





 


“Data Breach” means any
unauthorized or unlawful access, and/or use, disclosure of, or
access to (a) any Personal Information, (b) any Customer
Confidential Information, (c) any Note Party’s information
technology systems, or (d) the information technology systems of
any third party service provider that processes or otherwise
possesses any Personal Information or Customer Confidential
Information on behalf of a Note Party.

 


 


“Debt” means, as of the date of
determination, the sum, but without duplication, of any and all of
a Person’s: (i)
indebtedness heretofore or hereafter created, issued, incurred or
assumed by such Person (directly or indirectly) for or in respect
of money borrowed;

(ii) Attributable
Indebtedness; (iii) obligations evidenced by bonds, debentures,
notes, or other similar instruments; (iv) obligations for the
deferred purchase price of property or services (other than trade
payables which are not more than 90 days past due incurred in the
ordinary course of business); (v) current liabilities in respect of
unfunded vested benefits under any Plan;


(vi)
contingent obligations under letters of credit; (vii) obligations
under acceptance facilities;

 


(viii)
Guarantees; (ix) obligations secured by any Lien on any Asset of
such Person, whether or not such obligations have been assumed; and
(x) all monetary obligations of such Person owing under Hedge
Agreements (which amount shall be calculated based on the amount
that would be payable by such Person if the Hedge Agreement were
terminated on the date of determination); and (xi) obligations to
purchase, redeem, retire, defease or otherwise make any payment in
respect of any Ownership Interests in such Person or any other
Person, or any warrant, right or option to acquire such Ownership
Interests, valued, in the case of a redeemable preferred interest,
at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends.

 


 

 


“Default” means any condition or
event which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of
Default.

 


 


“Disposition” means the sale,
transfer, license, lease or other disposition (whether in one
transaction or in a series of transactions, and including any sale
and leaseback transaction and any sale, transfer, license or other
disposition) of any property (including, without limitation, any
Ownership Interests) by any Person (or the granting of any option
or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims
associated therewith.

 


 


“Distributions” means dividends or
distributions made in cash or in kind by a Person to its
Owner.

 


 


“Dollars” or “$” means lawful currency of the
United States of America.

 


 


“EAR” means the Export
Administration Regulations (15 C.F.R. Sections 734 etseq.).


 



“Environmental
Laws” has the meaning
set forth in Section
3.16.


 


 


“Equity
Issuance” means, any issuance by any Note Party or any
Subsidiary to


any
Person of its Ownership Interests, other than (a) any issuance of
its Ownership Interests pursuant to the exercise of options or
warrants, (b) any issuance of its Ownership Interests pursuant to
the conversion of any debt securities to equity or the conversion
of any class of equity securities


 


 




 








 





 


to any
other class of equity securities, and (c) any issuance of options
or warrants relating to its Ownership Interests. The term
“Equity Issuance” shall not be deemed to include any
Disposition.

 


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to
time, or any successor statute, and any and all regulations
thereunder.

 


 


“ERISA Event” means (a) a
Reportable Event with respect to a Plan or Multiemployer Plan, (b)
the withdrawal of a member of the ERISA Group from a Plan during a
plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA),


(c) the
providing of notice of intent to terminate a Plan in a distress
termination (as described in Section 4041(c) of ERISA), (d) the
institution by the Pension Benefit Guaranty Corporation of
proceedings to terminate a Plan or Multiemployer Plan, (e) any
event or condition (i) that provides a basis under Section
4042(a)(1), (2), or (3) of ERISA for the termination of or the
appointment of a trustee to administer, any Plan or Multiemployer
Plan, or (ii) that may result in termination of a Multiemployer
Plan pursuant to Section 4041A of ERISA, (f) the partial or
complete withdrawal within the meaning of Sections 4203 and 4205 of
ERISA of a member of the ERISA Group from a Multiemployer Plan, or
(g) providing any security to any Plan under Section 401(a)(29) of
the Internal Revenue Code by a member of the ERISA
Group.

 


 


“ERISA Group” means the Issuer and
all members of a controlled group of corporations and all trades or
business (whether or not incorporated) under common control which,
together with the Issuer are treated as a single employer under
Section 414 of the Internal Revenue Code.

 


 

 


“Estimated Tax Amount” means the
amount equal to the income tax liability of the applicable Note
Party calculated reasonably and in good faith based on the income
reported with respect to any relevant Fiscal Quarter based on the
Financial Statements delivered pursuant to Section 4.3(b) with respect to
such Fiscal Quarter.

 


 


“Event of Default” has the meaning
set forth in Section
6.1.

 


 


“Excluded Taxes” means (i) any tax
imposed on the net income or net profits of the Agent or a
Purchaser or a Transferee, including any federal, state or local
income taxes, franchise taxes, branch profits taxes or similar
taxes, (ii) United States federal withholding taxes resulting from
the Agent’s or a Purchaser’s or a Transferee’s
failure to claim an exemption or reduction therefrom to which the
Agent or such Purchaser or such Transferee is entitled, (iii) any
United States federal withholding taxes that would be imposed on
amounts payable to a Transferee based upon the applicable
withholding rate in effect at the time such a Transferee becomes a
party to this Agreement (or designates a new lending office), and
(iv) any United States federal withholding taxes imposed under
FATCA.

 


 

 


“Existing Credit Facility” means
the credit facility provided under that certain Loan Agreement
dated as of September 13, 2017 by and between Noble Roman’s
and First Financial Bank, as amended, supplemented or restated from
time to time.

 


 

 


“Expenses” means (i) all reasonable
out-of-pocket and documented expenses of the Agent paid or incurred
in connection with their due diligence and investigation of the
Note Parties, including appraisal, filing, recording,
documentation, publication and search fees and other




 








 





 


such
expenses, all reasonable attorneys’ fees and expenses (including
attorneys’ fees
incurred pursuant to proceedings arising under the Bankruptcy Code)
incurred in connection with the structuring, negotiation, drafting,
preparation, execution and delivery of this Agreement, the other
Note Documents, and any and all other documents, instruments and
agreements entered into in connection herewith; (ii) all reasonable
out-of-pocket and documented expenses of the Agent, including
reasonable attorneys’
fees and expenses (including attorneys’ fees incurred pursuant to
proceedings arising under the Bankruptcy Code) paid or incurred in
connection with the negotiation, preparation, execution and
delivery of any waiver, consent, amendment or addition to this
Agreement or any other Note Document; (iii) all costs or expenses
paid or advanced by the Agent or any Purchaser which are required
to be paid by the Issuer under this Agreement or the other Note
Documents, including taxes and insurance premiums; and (iv) if an
Event of Default occurs, all expenses paid or incurred by the Agent
and the Purchasers, including attorneys’ fees and expenses (including
attorneys’ fees
incurred pursuant to proceedings arising under the Bankruptcy
Code), costs of investigation, collection, suit, arbitration,
judicial reference and other enforcement proceedings, and any other
out-of-pocket expenses incurred in connection therewith or
resulting therefrom, whether or not suit is brought, or in
connection with any refinancing or restructuring of the Obligations
and the liabilities of the Issuer under this Agreement, any of the
other Note Documents, or any other document, instrument or
agreement entered into in connection herewith in the nature of a
workout. The term “Expenses” shall specifically exclude
any expenses payable by Issuer to any Observer pursuant to the
Board Observer Agreement or Fee Letter.

 


 


“Extraordinary Receipt” means any
cash received by or paid to or for the account of any Person not in
the ordinary course of business, including tax refunds, pension
plan reversions, proceeds of insurance, indemnity payments and any
purchase price adjustments; provided, however, that an Extraordinary
Receipt shall not include cash receipts from proceeds of insurance
or indemnity payments to the extent that such proceeds, awards or
payments are received by any Person in respect of any third party
claim against such Person and applied to pay (or to reimburse such
Person for its prior payment of) such claim and the costs and
expenses of such Person with respect thereto.

 


 


“FATCA” means Sections 1471 through
1474 of the Internal Revenue Code, as of the date of this Agreement
(or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any
current or future regulations or official interpretations
thereof.

 


 


“FDD” means the Franchise
Disclosure Document of the Note Parties as in effect from time to
time.


 


“Federal Funds Effective Rate”
means for any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day of such
transactions received by the Agent from three federal funds brokers
of national recognized standing selected by it.

 


“Fee Letter” means the Fee Letter,
dated as of even date herewith, among the Issuer


and the
Agent.




 








 





 


“Finance Lease” means any lease of
an Asset by a Person as lessee which would, in conformity with
GAAP, be required to be accounted for as a capitalized lease or
finance lease. Finance Leases shall exclude, for the avoidance of
doubt, any lease of real property in respect of any Company-Owned
Unit and Borrower’s chief executive office located at 6612 E.
75th Street, Suite 450, Indianapolis, IN 96250.

 


 


“Finance Lease Obligations” of a
Person means the amount of the obligations of such Person under all
Finance Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with GAAP.

 


 


“Financial Statement(s)” means,
with respect to any accounting period of any Person, statements of
income and retained earnings and statements of cash flows of such
Person for such period, and balance sheets of such Person as of the
end of such period, setting forth in each case in comparative form
figures for the corresponding period in the preceding Fiscal Year
or, if such period is a full Fiscal Year, corresponding figures
from the preceding Fiscal Year’s annual Financial Statements,
all prepared in reasonable detail and in accordance with GAAP,
subject to year-end adjustments and the absence of footnotes in the
case of monthly and quarterly Financial Statements. Financial
Statement(s) shall include the schedules thereto and annual
Financial Statements shall also include the footnotes
thereto.

 


“Fiscal Month” means any of the
monthly accounting periods of the Issuer. “Fiscal Quarter” means any of the
quarterly accounting periods of the Issuer. “Fiscal Year” means the 12-Fiscal
Month period the Issuer ending December 31

 


of each
year. Subsequent changes of the Fiscal Year of the Issuer shall not
change the term “Fiscal Year” unless the Agent shall
consent in writing to such change.

 


 

 


“Franchise Agreement” means each of
the agreements entered into from time to time by a Note Party
pursuant to which a Note Party, as Franchisor, agrees to allow a
Franchisee to operate a pizza-focused foodservice restaurant using
the “Noble Roman’s”, “Noble Roman’s
Craft Pizza & Pub”, “Noble Roman’s
Pizza”, “Noble Roman’s Take-N-Bake”, and
“Tuscano’s Italian Style Subs”
concepts.

 


 

 


“Franchised Unit” means a facility
consisting of real property (owned or leased by a Franchisee),
equipment and other property, franchised by the Franchisor to the
Franchisee pursuant to a Franchise Agreement.

 


 


“Franchised Unit Locations” means,
collectively, the property comprising locations of Franchised Units
described in Part (b) of Schedule 3.25 (as such Schedule
may be updated from time to time in accordance with this
Agreement).

 


 


“Franchisee” means each third party
unaffiliated operator of a “Noble Roman’s”,
“Noble Roman’s Craft Pizza & Pub”,
“Noble Roman’s Pizza”, “Noble Roman’s
Take-N-Bake”, and “Tuscano’s Italian Style
Subs” pizza-focused foodservice restaurant identified as a
franchisee or licensee in a Franchise Agreement.

 


 


“Franchisor” means Noble
Roman’s.




 








 





 


“Funds Flow Memorandum” means the
funds flow memorandum attached as hereto as Exhibit D.

 


 


“GAAP” means generally accepted
accounting principles in the United States of America in effect as
of the date of this Agreement, consistently applied. If any changes
in accounting principles from those in effect on the date hereof
are hereafter occasioned by promulgation of rules, regulations,
pronouncements or opinions by or are otherwise required by the
Financial Accounting Standards Board or the American Institute of
Certified Public Accountants (or successors thereto or agencies
with similar functions), and any of such changes results in a
change in the method of calculation of, or affects the results of
such calculation of, any of the financial covenants, standards or
terms found herein, then the parties hereto agree to enter into and
diligently pursue negotiations in order to amend such financial
covenants, standards or terms so as to equitably reflect such
changes, with the desired result that the criteria for evaluating
financial condition and results of operations of the Issuer and the
Subsidiaries shall be the same after such changes as if such
changes had not been made; provided, however, that notwithstanding
anything to the contrary herein, if a change in GAAP requires
obligations under operating leases to be treated as Finance Lease
Obligations or operating leases to be treated as Finance Leases,
then for purposes of this Agreement, such obligations shall not
constitute Finance Lease Obligations hereunder and such operating
leases shall not constitute Finance Leases hereunder.

 


 


“Governing Documents” means the
certificate or articles or certificate of incorporation,
certificates of designation or determination or equivalent
documents, by-laws, articles or certificate of organization,
operating agreement, or other organizational or governing documents
of any Person.

 


 

 


“Governmental Authority” means any
federal, state, local or other governmental department, commission,
board, bureau, agency, central bank, court, tribunal or other
instrumentality or authority or subdivision thereof, domestic or
foreign, exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to
government.

 


 


“Governmental Official” means any
governmental official or employee, employee of any government-owned
or government-controlled entity, political party, any official of a
political party, candidate for political office, official of any
public international organization or anyone else acting in an
official capacity.

 


 


“Guarantee” means, as to any
Person, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Debt
or other obligation payable or performable by another Person (the
“primary
obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt or other obligation, (ii) to
purchase or lease property, securities or services for the purpose
of assuring the obligee in respect of such Debt or other obligation
of the payment or performance of such Debt or other obligation,
(iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or
cash flow of the primary obligor so as to enable the primary
obligor to pay such Debt or other obligation, or (iv) entered into
for the purpose of assuring in any other manner the obligee in
respect of such Debt or other obligation of the payment or
performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part),




 








 





 


or (b)
any Lien on any assets of such Person securing any Debt or other
obligation of any other Person (or any right, contingent or
otherwise, of any holder of such Debt to obtain any such Lien). The
amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.

 


 


“Guarantor(s)” means, individually
or collectively as the context requires, (a) Pizzaco, Inc., (b) RH
Roanoke, Inc., (c) each Person that guaranties all or a portion of
the Obligations, including and any Person that is a
“Guarantor" under the Guaranty and Security Agreement, and
(d) every other Person who becomes a guarantor after the Closing
Date pursuant to Section
4.13.

 


 


“Guaranty and Security Agreement”
means a guaranty and security agreement, dated as of even date with
this Agreement, in form and substance reasonably satisfactory to
the Agent, executed and delivered by each of the Note Parties to
the Agent.

 


 

 


“Hazardous Materials” means all or
any of the following: (a) substances that are defined or listed in,
or otherwise classified pursuant to, any Environmental Laws as
hazardous substances, hazardous materials, hazardous wastes, toxic
substances, or any other formulation intended to define, list, or
classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity,
reproductive toxicity, or EP toxicity or are otherwise regulated
for the protection of persons, property or the environment; (b)
oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced
waters, and other wastes associated with the exploration,
development, or production of crude oil, natural gas, or geothermal
resources; (c) any flammable substances or explosives or any
radioactive materials; (d) asbestos in any form or (e) electrical
equipment which contains any oil or dielectric fluid containing
levels of polychlorinated biphenyls in excess of fifty (50) parts
per million.


 

 


“Hedge Agreement” means a
“swap agreement” as that term is defined in Section
101(53B)(A) of the Bankruptcy Code.

 


“Indemnified Person(s)” has the
meaning given to such term in Section 9.3(c).
“Ineligible Accounts
Receivable” means accounts receivable recorded in
general

 


ledger
accounts 1290, 3460, and 3470.

 


 


“Initial Notes” has the meaning
given such term in Section
1.1(a).

 


 

 


“Insolvency Proceeding” means any
proceeding commenced by or against any Person, under any provision
of the Bankruptcy Code, or under any other bankruptcy or insolvency
law, including, but not limited to, assignments for the benefit of
creditors, formal or informal moratoriums, compositions, or
extensions with some or all creditors.

 


 


“Intellectual Property” means all
present and future: trade secrets, know-how and other proprietary
information; trademarks, trademark applications, internet domain
names, service




 








 





 


marks,
trade dress, trade names, business names, designs, logos, slogans
(and all translations, adaptations, derivations and combinations of
the foregoing) indicia and other source and/or business
identifiers, and all registrations or applications for
registrations which have heretofore been or may hereafter be issued
thereon throughout the world; copyrights and copyright
applications; (including copyrights for computer programs) and all
tangible and intangible property embodying the copyrights,
unpatented inventions (whether or not patentable); patents and
patent applications; industrial design applications and registered
industrial designs; license agreements related to any of the
foregoing and income therefrom; books, records, writings, computer
tapes or disks, flow diagrams, specification sheets, computer
software, source codes, object codes, executable code, data,
databases and other physical manifestations, embodiments or
incorporations of any of the foregoing; all other intellectual
property; and all common law and other rights throughout the world
in and to all of the foregoing.

 


 


“Intellectual Property Security
Agreement” means each certain Copyright Security
Agreement, Patent Security Agreement, and Trademark Security
Agreement (as each of such terms are defined in the Guaranty and
Security Agreement).

 


 

 


“Interest Payment Date” means the
last day of each calendar month.

 


 


“Interest Period” means each
three-month period corresponding to each calendar quarter, ending
on the last day of each calendar quarter of each Fiscal Year;
provided that the
initial Interest Period hereunder shall commence on the Closing
Date and end on March 31, 2020.

 


 


“Internal Revenue Code” means the
Internal Revenue Code of 1986, as amended from time to time, or any
successor statute, and any and all regulations
thereunder.

 


 

 


“Investment” means, with respect to
any Person, any investment by such Person in any other Person
(including Affiliates) in the form of loans, Guarantees, advances,
capital contributions, and any other items that are or would be
classified as investments on a balance sheet prepared in accordance
with GAAP.

 


 


“Investors’ Rights Agreement”
means the Investors’ Rights Agreement, dated as of even date
with this Agreement, in form and substance reasonably satisfactory
to the Agent, by and among the Issuer, the Agent and the other
Persons party thereto.

 


 


“Involuntary Disposition” means any
loss of, damage to or destruction of, or any condemnation or other
taking for public use of, any property of any Note Party or any
Subsidiary.

 


 


“Issuer” is defined in the
Preamble.

 


“Issuer Financial Statements” has
the meaning given to such term in Section 3.10.
“ITAR” means the
International Traffic in Arms Regulation (22 C.F.R.
Section

 


120.15).

 


 


“Knowledge” has the meaning given
to such term in Section
9.9.




 








 





 


“Lease” means each lease of real
property by any Note Party related to the operation of the business
of the Note Parties.

 


 


“LIBOR Rate” means with respect to
any Notes, the greater of (a) 1.50% per annum, and (b) rate per
annum determined by the Agent and equal to the rate (rounded
upwards, if necessary, to the nearest 1/16 of 1%) quoted as the
three-month “LIBOR Rate” set forth in the money rates
section of the Wall Street Journal two (2) Business Days prior to
the first day of such Interest Period, in each case in an amount
comparable to the amount of such Note, or, if such rate is no
longer published in the Wall Street Journal (or the Wall Street
Journal ceases publication), as published by such other widely
recognized provider of interest rate information as selected by the
Agent in its reasonable discretion on the date that is two (2)
Business Days prior to the first day of such Interest Period. Each
determination of the LIBOR Rate by the Agent shall be conclusive
and binding upon the parties hereto, absent manifest
error.

 


 


“Lien” means any mortgage, deed of
trust, pledge, security interest, hypothecation, assignment,
deposit arrangement or other preferential arrangement, charge or
encumbrance (including, any conditional sale or other title
retention agreement, or finance lease) of any kind.

 


 

 


“Life Insurance Assignment” means
an assignment of life insurance policy as collateral to be executed
by the owner and the beneficiary of the policy, in form and
substance satisfactory to Agent, granting to Agent (for the benefit
of the Purchasers) a first priority Lien on the Life Insurance
Policy, its cash surrender value, and any proceeds arising from its
sale to secure payment of the Obligations.

 


 


“Life Insurance Policy” has the
meaning set forth in Section 4.15.

 


 

 


“Material Adverse Effect” means any
facts, circumstances or developments that have had or are
reasonably likely to result in a material adverse effect on (i) the
business, Assets, condition (financial or otherwise), or results of
operations of the Issuer and its Subsidiaries, taken as a whole;
(ii) the ability of any Note Party to pay or perform its
obligations under the Note Documents to which it is a party, (iii)
the validity or enforceability of the Note Documents, or the rights
or remedies of the Agent and the Purchasers hereunder or
thereunder, (iv) the value of the Collateral, or (v) the priority
of the Agent’s Liens
with respect to the Collateral.

 


 


“Material Contract” means (a) any
contract, agreement or arrangement to which any Note Party or any
of its Subsidiaries is a party (other than the Note Documents), the
loss of which could reasonably be expected to result in a Material
Adverse Effect, and (b) the SOFO Distribution
Agreement.

 


 


“Maturity Date” (a) with respect to
the Initial Notes, means February 7, 2025, and

(b) with respect to any
Put Note, means the second anniversary of the date of issuance of
such Put Note.

 


 

 


“Multiemployer Plan” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA or
Section 3(37) of ERISA to which any member of the ERISA Group has
contributed, or was obligated to contribute, within the preceding
six plan years (while a member of such ERISA Group) including for
these purposes any Person which ceased to be a member of the ERISA
Group during such six year period.




 








 





 


“Net Cash Proceeds” means the
aggregate cash proceeds received by any Note Party or any
Subsidiary in respect of any Disposition, Equity Issuance, issuance
of Debt, or Involuntary Disposition, net of (a) direct costs
incurred in connection therewith (including, without limitation,
legal, accounting and investment banking fees and sales
commissions), (b) taxes paid or payable as a result thereof and (c)
in the case of any Disposition or any Involuntary Disposition, the
amount necessary to retire any Debt secured by a Permitted Lien
(ranking senior to any Lien of the Agent) on the related property;
it being understood that “Net Cash Proceeds” shall
include, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received by any
Note Party or any Subsidiary in any Disposition, Equity Issuance,
issuance of Debt or Involuntary Disposition.

 


 


“Note Document(s)” means this
Agreement and each of the following documents, instruments, and
agreements individually or collectively, as the context
requires:

 


 




(a)

the
Notes;





 


 

 




(b)

the Guaranty and
Security Agreement;





 


 

 




(c)

the Intellectual
Property Security Agreements;





 


 

 




(d)

the Fee
Letter;





 


 

 




(e)

the Collateral
Access Agreements;





 


 

 




(f)

the
Warrants;





 


 




(g)

the Side
Letter;





 


 




(h)

the Board Observer
Agreement;





 


 




(i)

the
Investors’ Rights Agreement; and





 


 

(j) such other
documents, instruments, and agreements (including intellectual
property security agreements, control agreements, financing
statements and fixture filings) as the Agent may reasonably request
in connection with the transactions contemplated hereunder or to
perfect or protect the liens and security interests granted to
Agent in connection herewith.

 


 


“Note Parties” the Issuer and
Guarantors and “Note
Party” means each and any of the Issuer and the
Guarantors, as the context requires.

 


“Notes” means the Initial Notes and
the Put Notes, as the context requires. “Obligations” means (i) any and all
obligations of the Issuer (or any of them) to


the
Agent and the Purchasers with respect to the Notes and the other
Note Documents, including


without
limitation all principal, interest, and other amounts, costs and
Fees and Expenses payable under this Agreement and the Note
Documents; and (ii) all other indebtedness, liabilities, and
obligations of the Issuer owing to the Agent and/or the Purchasers,
and to their successors and assigns in respect of any Note
Documents, previously, now, or hereafter incurred, and
howsoever




 








 





 


evidenced, whether
direct or indirect, absolute or contingent, joint or several,
liquidated or unliquidated, voluntary or involuntary, due or not
due, legal or equitable, whether incurred before, during, or after
any Insolvency Proceeding and whether recovery thereof is or
becomes barred by a statute of limitations or is or becomes
otherwise unenforceable or unallowable as claims in any Insolvency
Proceeding, together with all interest thereupon (including
interest under Section
1.2 and including any interest that, but for the provisions
of the Bankruptcy Code, would have accrued during the pendency of
an Insolvency Proceeding). The Obligations shall include, without
limiting the generality of the foregoing, all principal and
interest and other payment obligations owing under the Notes, all
Expenses, the fees set forth in Section 1.7 and in the Fee
Letter, any other fees and expenses due hereunder and under the
Note Documents (including any fees or expenses that, but for the
provisions of the Bankruptcy Code, would have accrued during the
pendency of an Insolvency Proceeding), and all other indebtedness
evidenced by this Agreement and the Note Documents.


 




the
Treasury.


 




“Observer”
has the meaning set forth in the Board Observer Agreement.
“Observer Fee”
has the meaning set forth in the Fee Letter.


“OFAC”
means The Office of Foreign Assets Control of the U.S. Department
of


 




“OFAC
Sanctions Program” means any economic or trade
sanction that OFAC is


  

 




responsible for
administering and enforcing. A list of OFAC Sanctions Programs may
be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

 


 


“OID” means original issue
discount.

 


 


“Owner” means, with respect to any
specified Person, any other Person that owns beneficially or of
record the Ownership Interests of such specified
Person.

 


 


“Ownership Interests” means any and
all shares, interests, participations or other equity securities or
equivalents (however designated) of a corporation, any and all
similar or equivalent ownership interests in a Person (other than a
corporation), and any and all rights, warrants, or other securities
that are exercisable or exchangeable for or convertible into, any
of the foregoing.

 


 

 


“Participant” has the meaning set
forth in Section
9.5(d).

 


 


“Patriot Act” means United States
Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001 and the rules and regulations promulgated
thereunder from time to time in effect.


 

 


“Permitted Debt”
means:

 


 

(a) Debt owing to the
Agent and the Purchasers in accordance with the terms of the Note
Documents;




 








 





 

(b) unsecured Debt owed
to trade creditors for supplies, materials and services purchased
in the ordinary course of business;

 


 

(c) Debt arising from
the honoring of a check, draft or similar instrument against
insufficient funds or from the endorsement of instruments for
collection in the ordinary course of business;

 


 

(d) Debt with respect
to surety, appeal, indemnity, performance or other similar bonds in
the ordinary course of business;

 


 

(e) unsecured Debt of a
of a Subsidiary of the Issuer owed to the Issuer or a wholly-owned
Subsidiary of the Issuer, which Debt shall (i) to the extent
required by the Agent, be evidenced by promissory notes which shall
be pledged to the Agent in accordance with the terms of the
Guaranty and Security Agreement, (ii) be on terms (including
subordination terms) acceptable to the Agent and (iii) be otherwise
permitted under the definition of “Permitted
Investments”;

 


 

 

(f) guarantees and
other contingent obligations of each of the foregoing to the extent
either the underlying Debt is otherwise permitted as Permitted Debt
or if such guarantees are made to suppliers, licensees or customers
in the ordinary course of business consistent with past
practice;

 


 

 

(g) unsecured Debt in
respect of the Convertible Subordinated Notes that are not intended
to be repaid on the Closing Date as identified on Schedule 3.30, so long as such
Debt remains subordinated in right of payment to the Obligations on
terms and conditions reasonably satisfactory to Agent;
and

 


 

 

(h) purchase money Debt
(including Finance Lease Obligations) within the limitations set
forth in clause (e)
of the definition of “Permitted Liens”, provided,
however, that the aggregate amount of all such Debt at any one time
outstanding shall not exceed $200,000.

 


 


“Permitted Dispositions”
means

 


 




(a)

sales of inventory
to buyers in the ordinary course of business;





 


 




(b)

Dispositions of
Assets by an Subsidiary of the Issuer to the Issuer;





 


 

(c) the licensing, on a
non-exclusive basis, of patents, trademarks, copyrights, and other
intellectual property rights in the ordinary course of
business;

 


 




(d)

Dispositions of
cash and cash equivalents in the ordinary course of
business;





 


 




(e)

Permitted
Issuances;





 


 

(f) Dispositions in the
ordinary course of business of equipment that is worn, damaged, or
obsolete or no longer useful; and




 








 





 

(g) Dispositions of
fixed assets (including intangible property related to such fixed
assets) not otherwise permitted in clauses (a) through
(f) above so long
as made at fair market value and the aggregate fair market value of
all assets disposed during the term of this Agreement (including
the proposed Disposition) would not exceed $200,000.

 


 


“Permitted Holders” means (i) Paul
W. Mobley and A. Scott Mobley, (ii) the spouse, lineal descendants
(including by adoption) and spouses of the lineal descendants of
the Persons in clause
(i), (iii) the estates of one or more of the individuals
listed in clause
(i) and (ii); and (iv) trusts or other
estate planning vehicles established for the exclusive benefit of
any one or more of the individuals in clauses (i) and (ii).

 


 


“Permitted Investments”
means:

 


 

 




(a)

Cash and cash
equivalents;





 


 

(b) Marketable direct
obligations issued or unconditionally guaranteed by the United
States of America or any agency or any State thereof maturing
within one year from the date of acquisition thereof, commercial
paper maturing no more than one year from the date of creation
thereof and having a rating of at least A-2 or P-2 from either
Standard & Poor’s Corporation or Moody’s Investors
Service, Inc., certificates of deposit maturing no more than one
year from the date of investment therein, money market accounts or
Investments in similarly non- speculative assets;

 


 

(c) (i) Investments by
the Issuer and its Subsidiaries in their respective Subsidiaries
outstanding on the date hereof, (ii) additional Investments by the
Issuer in its Subsidiaries that are Note Parties in an aggregate
amount invested from the date hereof not to exceed $100,000, (iii)
additional Investments by Subsidiaries of the Issuer that are not
Note Parties in other Subsidiaries that are not Note Parties and
(iv) so long as no Default has occurred and is continuing or would
result from such Investment, additional Investments by the Note
Parties in wholly-owned Subsidiaries that are not Note Parties in
an aggregate amount invested from the date hereof not to exceed
$100,000;

 


 

(d) Investments of any
Subsidiary existing at the time it becomes a Subsidiary as long as
such Investments were not made in anticipation of such Person
becoming a Subsidiary of the Issuer; and

 


 




(e)

Investments
constituting Permitted Debt.





 


 


“Permitted Issuances” means (a) the
issuance or exercise of the Warrants in accordance with their
terms, (b) the issuance and exercise of options to purchase Common
Stock of the Issuer to members of management or other employees of
the Issuer that do not result in a Change of Control assuming the
vesting and exercise of all such options, and such options (or
Common Stock issued upon exercise thereof) do not dilute the
percentage Ownership Interests issuable upon exercise of any
Warrants, and (c) the issuances of Ownership Interests of a
Subsidiary to a Note Party that is its Owner, subject to Section
7(a) and (h) of the Guaranty and Security Agreement.

 


 


“Permitted Liens”
means:




 








 





 

(a) Liens for current
taxes, assessments or other governmental charges which are not
delinquent or remain payable without any penalty, or are being
contested in good faith by appropriate proceedings, provided that, if delinquent,
adequate reserves have been set aside with respect thereto as
required by GAAP and, by reason of such contest or nonpayment, the
Agent has reasonably determined that there will be no impairment of
the enforceability, validity, or priority of any of the
Agent’s Liens with respect to the Collateral;

 


 




(b)

Liens in favor of
the Agent and the Purchasers pursuant to the Note






Documents;

 


 




(c)

statutory Liens,
such as inchoate mechanics’, inchoate
materialmen’s,






landlord’s,
warehousemen’s, and
carriers’ liens, and
other similar liens, other than those described in clause (a) above, arising in
the ordinary course of business with respect to obligations which
are not delinquent or are being contested in good faith by
appropriate proceedings; provided that, if delinquent, adequate
reserves have been set aside with respect thereto as required by
GAAP and, by reason of such contest or nonpayment, the Agent has
reasonably determined that there will be no impairment of the
enforceability, validity, or priority of any of the Agent’s
Liens with respect to the Collateral;

 


 

(d) Liens arising
solely by virtue of any statutory or common law provision relating
to banker’s liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a
creditor depository institution;

 


 

(e) Liens in respect of
purchase-money Debt (including Finance Lease Obligations) provided
that (i) such Liens shall be created substantially simultaneously
with the acquisition of such fixed or capital asset, as the case
may be, (ii) such Liens do not at any time encumber any property
other than the property, equipment or improvements financed by such
Debt and (iii) the principal amount of Debt secured by any such
Lien shall at no time exceed 100% of the original purchase price of
such property, equipment or improvements and related costs and
charges imposed by the vendors thereof;

 


 

(f) judgment Liens
arising solely as the result of judgments that do not give rise to
a Default or Event of Default under this Agreement;

 


 

(g) purported Liens
arising in the ordinary course of business from precautionary UCC
financing statements regarding operating leases;

 


 

(h) reservations,
exceptions, encroachments, easements, rights of way, covenants
running with the land, and other similar title exceptions or
encumbrances affecting any real estate owned or leased by a Note
Party; provided that they do not in the aggregate materially
detract from the value of the real estate or materially interfere
with its use in the ordinary course of such Note Party’s
business; and

 


 

(i) (i) non-exclusive
licenses of Intellectual Property granted by any Note Party or its
Subsidiaries in the ordinary course of business and (ii) Liens
arising under leases and subleases granted to others that do not
materially interfere in any material respect with the ordinary
conduct of the business of the Note Parties or their
Subsidiaries.




 








 





 


“Permitted Restricted Payments”
means:

 


 




(a)

Permitted
Issuances; and





 

(b) any dividend or
other distribution from a Subsidiary to the Issuer.
“Person” means
and includes natural persons, corporations, limited
partnerships,

 


general
partnerships, limited liability companies, limited liability
partnerships, joint stock companies, joint ventures, associations,
companies, trusts, banks, trust companies, land trusts, business
trusts, or other organizations, irrespective of whether they are
legal entities, and governments and agencies and political
subdivisions thereof.

 


 


“Personal Information” means, with
respect to any customer, Franchisee and/or any employee, agent or
principal of a customer or Franchisee, such Person’s name,
address, telephone number, Social Security number, driver’s
license number, state-issued identification card number, financial
account numbers, credit card numbers, debit card numbers, or any
security code, access code, personal identification number or
password that could permit access to a financial account of such
Person.

 


 

 


“PIK Interest” has the meaning set
forth in Section
1.2(a)(ii). “PIK
Interest Rate” has the meaning set forth in
Section
1.2(a)(ii).


“Plan” means an employee benefit
plan as defined in Section 3(3) of ERISA in which any personnel of
any member of the ERISA Group participate or from which any such
personnel may derive a benefit or with respect to which any member
of the ERISA Group may incur liability, excluding any Multiemployer
Plan, but including any plan either established or maintained by
any member of the ERISA Group or to which such Person contributes
under the laws of any foreign country.

 


 


“Purchaser” and “Purchasers” is defined in the
Preamble. “Put
Notes” has the meaning set forth in the
Warrants.


“Qualified Cash” means, as of any
date of determination, the amount of unrestricted, domestic cash of
the Issuer that is in deposit accounts and which such deposit
accounts are the subject of, subject to the time period set froth
in Section 4.17,
Control Agreements and is maintained within the United
States.

 


 

 


“Quarterly Compliance Certificates”
has the meaning set forth in Section
1.5(c)(ii)(F)(1).

 


 

 


“Register” has the meaning set
forth in Section
9.5(f).

 


 


“Related Parties” means, with
respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents, trustees, administrators,
managers, advisors and representatives of such Person and of such
Person’s
Affiliates.




 








 





 


“Reportable Event” means any of the
events described in Section 4043(c) of ERISA other than a
Reportable Event as to which the provision of 30 days’ notice to the Pension Benefit
Guaranty Corporation is waived under applicable
regulations.

 


 


“Required Purchasers” means, at any
time, Purchasers holding in the aggregate not less than a majority
of the aggregate unpaid principal amount of the Notes.

 


 


“Restricted Payment” means (a) any
payment of principal or interest or any purchase, redemption,
retirement, acquisition or defeasance with respect to any Debt of
any Note Party or its Subsidiaries that is subordinated to the
Obligations, (b) any Distribution on account of any Ownership
Interests of any Note Party, now or hereafter outstanding, (c) any
purchase, redemption, retirement, sinking fund, or other direct or
indirect acquisition for value of any Ownership Interests of any
Note Party now or hereafter outstanding, (d) any distribution of
Assets to any Owner of any Note Party, whether in cash, Assets, or
in obligations of such Note Party,


(e) any
allocation or other set apart of any sum for the payment of any
Distribution on, or for the purchase, redemption or retirement of,
any Ownership Interests of any Note Party, or (f) any other
distribution by reduction of capital or otherwise in respect of any
Ownership Interests of any Note Party. For the avoidance of doubt,
in no event shall the payment of any fees pursuant to the Fee
Letter, constitute Restricted Payments.

 


 


“SBA” has the meaning set forth in
Section
3.23.

 


 


“SBA Regulations” means 13 CFR Part
107, et seq., as amended,
and any and all other regulations promulgated from time to time
under the Small Business Investment Act of 1958, as
amended.


 

 


“SBIC” has the meaning set forth in
Section 3.23.
“SBIC Act” has
the meaning set forth in Section 3.23.


“SEC” means the Securities and
Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

 


 


“Securities Act” means the
Securities Act of 1933, as amended.

 


 


“Side Letter” means that certain
SBIC Regulatory Side Letter regarding Corbel SBIC’s and its
“associates” (as such term is defined in the SBIC Act,
as defined herein) investment in the Issuer, executed by the Issuer
and delivered to the Agent pursuant to this Agreement, as amended
from time to time in accordance with its terms.

 


 


“SOFO Distribution Agreement” means
that certain NRDA Distribution Agreement dated February 9, 2018 by
and between Sofo Foods and the Issuer, as amended, modified and/or
restated from time to time.

 


 


“Solvent” means, with respect to
any Person on the date any determination thereof is to be made,
that on such date: (a) the present fair valuation of the Assets of
such Person is greater than such Person’s probable liability in respect
of existing debts; (b) such Person does not intend to, and does not
believe that it will, incur debts beyond such Person’s ability to pay as
such




 








 





 


debts
mature; and (c) such Person is not engaged in business or a
transaction, and is not about to engage in business or a
transaction, which would leave such Person with Assets remaining
which would constitute unreasonably small capital after giving
effect to the nature of the particular business or transaction. For
purposes of this definition (i) the fair valuation of any property
or assets means the amount realizable within a reasonable time,
either through collection or sale of such Assets at their regular
market value, which is the amount obtainable by a capable and
diligent Person from an interested buyer willing to purchase such
property or assets within a reasonable time under ordinary
circumstances; (ii) the term “debts” includes any
payment obligation, whether or not reduced to judgment, equitable
or legal, matured or unmatured, liquidated or unliquidated,
disputed or undisputed, secured or unsecured, absolute, fixed or
contingent; and (iii) all rights or obligations of contribution or
indemnification or other payments among Note Parties shall be
considered in respect of any representation made by any other Note
Party regarding solvency.

 


 


“Specified Trust Accounts” means
the accounts on the Issuer’s books and records reflecting
cash held in trust by manufacturers and distributors of the Issuer
for the benefit of the Issuer.

 


 

 


“State Sanctions List” means a list
that is adopted by any state Governmental Authority within the
United States of America pertaining to Persons that engage in
investment or other commercial activities in Iran or any other
country that is a target of economic sanctions imposed under U.S.
Economic Sanctions Laws.

 


 


“Subsidiary” means any corporation,
limited liability company, partnership, trust or other entity
(whether now existing or hereafter organized or acquired) of which
the Issuer or one or more Subsidiaries of the Issuer at the time
owns or controls directly or indirectly more than 50% of the shares
of stock or partnership or other ownership interest having general
voting power under ordinary circumstances to elect a majority of
the Board of Directors, managers or trustees or otherwise exercises
control of such corporation, limited liability company,
partnership, trust or other entity (irrespective of whether at the
time stock or any other form of ownership of any other class or
classes shall have or might have voting power by reason of the
happening of any contingency).

 


 

 


“Synthetic Lease Obligation” means
the monetary obligation of a Person under


(a) a
so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating
obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would
be characterized as the indebtedness of such Person (without regard
to accounting treatment).

 


 


“Tax Account” means a savings
account established by the Issuer pursuant to an escrow or other
arrangement approved by Agent for the purpose of depositing
Estimated Tax Amounts.


 

 


“Tax Account Release” has the
meaning set forth in Section 5.18.
“Taxes” has the
meaning set forth in Section 1.8.

 


“Transferee” has the meaning set
forth in Section
9.5(e).




 








 





 


“UCC” means the California Uniform
Commercial Code, as amended or supplemented from time to time;
provided, however,
that in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection, priority, or remedies
with respect to Agent’s Lien on any Collateral is governed by
the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of California, the term
“UCC” shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection,
priority, or remedies.

 


 


“U.S. Economic Sanctions Laws”
means those laws, executive orders, enabling legislation or
regulations administered and enforced by the United States pursuant
to which economic sanctions have been imposed on any Person,
entity, organization, country or regime, including the Trading with
the Enemy Act, the International Emergency Economic Powers Act, the
Iran Sanctions Act, the Sudan Accountability and Divestment Act and
any other OFAC Sanctions Program.

 


 

 


“Warrants” means the Warrants to
purchase a percentage of Common Stock issued by the Issuer to the
respective Purchasers pursuant to this Agreement, together with any
other or successor warrant to purchase equity securities issued in
substitution or exchange therefor, and in either case as further
amended from time to time in accordance with the terms
thereof.

 


 

1.2 Accounting Terms and
Determinations. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in
accordance with GAAP.

 


 

 

1.3 UCC Terms. Any and all terms
used in this Agreement or in any other Note Document which are
defined in the UCC shall be construed and defined in accordance
with the meaning and definition ascribed to such terms under the
UCC, unless otherwise defined herein or in such Note
Document.

 


 

1.4 Computation of Time Periods. In
this Agreement, with respect to the computation of periods of time
from a specified date to a later specified date, the word from
means from and including and the words to and until each mean to
but excluding. Periods of days referred to in this Agreement shall
be counted in calendar days unless otherwise stated.

 


 

1.5 Construction. Unless the
context of this Agreement clearly requires otherwise, references to
the plural include the singular and to the singular include the
plural, references to any gender include any other gender, the part
includes the whole, the term including is not limiting, and the
term or has, except where otherwise indicated, the inclusive
meaning represented by the phrase and/or. References in this
Agreement to determination by the Agent or the Purchasers include
good faith estimates by the Agent and the Purchasers (in the case
of quantitative determinations), and good faith beliefs by the
Agent and the Purchasers (in the case of qualitative
determinations). The words hereof, herein, hereby, hereunder, and
similar terms in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. Article,
section, subsection, clause, exhibit and schedule references are to
this Agreement, unless otherwise specified. Any reference in this
Agreement or any of the other Note Documents to this Agreement or
any of the Note Documents includes any and all permitted
alterations, amendments,




 








 





 


restatements,
changes, extensions, modifications, renewals, or supplements
thereto or thereof, as applicable. Any reference this Agreement or
any of the other Note Documents to the satisfaction, repayment, or
payment in full of any of the Obligations shall mean the latest of
(a)(i) the payment or repayment in full in immediately available
funds of all of the Obligations, or (ii) the cancellation of the
Obligations in whole at the election of the holder of the Warrants
in connection with the exercise of the Warrants pursuant to the
terms thereof, (b) the termination of all of the commitments of the
Purchasers under the Note Documents, and (c) the expiration or
termination of the right of the Purchasers to elect to require the
Issuer to exchange Warrant Shares (as defined in the Warrants) for
Put Notes pursuant to the terms of the Warrants.

 


 

1.6 Exhibits and Schedules. All of
the annexes, exhibits and schedules attached hereto shall be deemed
incorporated herein by reference.

 


 

1.7 No Presumption Against Any
Party. Neither this Agreement, any of the other Note
Documents, any other document, agreement, or instrument entered
into in connection herewith, nor any uncertainty or ambiguity
herein or therein shall be construed or resolved using any
presumption against any party hereto, whether under any rule of
construction or otherwise. On the contrary, this Agreement, the
other Note Documents, and the other documents, instruments, and
agreements entered into in connection herewith have been reviewed
by each of the parties and their counsel and shall be construed and
interpreted according to the ordinary meanings of the words used so
as to accomplish fairly the purposes and intentions of all parties
hereto.

 


 

1.8 Independence of Provisions. All
agreements and covenants hereunder, under the Note Documents, and
the other documents, instruments, and agreements entered into in
connection herewith shall be given independent effect such that if
a particular action or condition is prohibited by the terms of any
such agreement or covenant, the fact that such action or condition
would be permitted within the limitations of another agreement or
covenant shall not be construed as allowing such action to be taken
or condition to exist.




 








 





 


Annex
2 To


Note
Agreement Closing Conditions


The
following shall be true and correct:

 


 

(a) immediately before
and after the purchase of the Notes on the Closing Date, no Event
of Default or Default shall have occurred or be continuing;
and

 


 

(b) all representations
and warranties of the Issuer contained in the Agreement shall be
true and correct in all material respects on and as of the Closing
Date, except for any representation and warranty that is qualified
by materiality or reference to Material Adverse Effect, in which
case such representation and warranty shall be true and correct in
all respects, and except to the extent that such representations
and warranties specifically refer to an earlier specified date, in
which case they shall be true and correct in all material respects
as of such earlier specified date, except for any representation
and warranty that is qualified by materiality or reference to
Material Adverse Effect, in which case such representation and
warranty shall be true and correct in all respects as of such
earlier specified date.

 


 


In
addition, the Agent must receive each of the following prior to the
Closing Date, each in form and substance satisfactory to the
Agent.

 


 




1.

Each of the Note
Documents, all duly executed by the Issuer and/or the other Persons
party thereto, and acknowledged where required;





 


 

 




2.

A Certificate of
the Secretary of each Note Party, dated as of the Closing Date,
certifying (i) the incumbency and signatures of the Authorized
Officers who are executing the Note Documents on behalf of such
Note Party; (ii) the bylaws or equivalent documents of such Note
Party and all amendments thereto as being true and correct and in
full force and effect; and (iii) the resolutions of Board of
Directors of such Note Party as being true and correct and in full
force and effect, authorizing the execution and delivery of the
Note Documents, and authorizing the transactions contemplated
hereunder and thereunder, and authorizing the Authorized Officers
to execute the same on behalf of such Note Party;





 


 




3.

Each Note
Party’s Articles of Incorporation, certified by the Secretary
of State of the state in which such Note Party is organized and
dated a recent date prior to the Closing Date;





 


 

 




4.

A certificate of
status and good standing for each Note Party, dated a recent date
prior to the Closing Date, showing that such Note Party is in good
standing under the laws of the states indicated in Schedule
3.1(a);





 


 




5.

Certificates of
foreign qualification and good standing for each Note Party, dated
a recent date prior to the Closing Date, showing that such Note
Party is in good standing under the laws of the states indicated in
Schedule 3.1(a);








 








 





 




6.

A certificate
signed by one or more authorized officers of the Note Parties,
dated as of the Closing Date, certifying that (i) both immediately
before and immediately after giving effect to the transactions
contemplated by the Note Documents, the Note Parties taken as a
whole are and will be Solvent; (ii) the representations and
warranties of each Note Party contained in the Note Documents are
true and correct in all material respects, except for any
representation and warranty that is qualified by materiality or
reference to Material Adverse Effect, which such representation and
warranty shall be true and correct in all respects, and (iii) both
immediately before and immediately after giving effect to the
transactions contemplated by this Agreement and the other Note
Documents, no Event of Default, Default or Material Adverse Effect
is continuing or shall occur;





 


 




7.

Due diligence
information with respect to the Note Parties (including background
checks on management), including audits, financial and legal
survey, customer/vendor contracts and other
agreements;





 


 

 




8.

Uniform Commercial
Code and other public record searches with respect to the Note
Parties;





 


 




9.

Opinion(s) of
counsel to the Note Parties, including, without limitation, as to
enforceability and other customary financing matters, as well as
compliance by the Note Parties with all applicable state law
statutes, procedures or provisions governing or limiting dividends
or distributions to stockholders, members or other proposed
recipients thereof, in form and substance satisfactory to the
Agent;





 


 

 




10.

All fees payable
pursuant to this Agreement and the Fee Letter on the Closing Date
and all Expenses owing on the Closing Date shall have been
paid;





 


 




11.

Copies of insurance
binders or insurance certificates evidencing the Note
Parties’ having caused to be obtained insurance in accordance
with Section 4.5;





 


 




12.

Copies of SBA Forms
480, 652 and 1031 properly completed and executed by the Issuer;
and





 


 


13 Such
other documents, instruments and agreements as the Agent may
reasonably request in connection with the transactions contemplated
hereunder or to perfect or protect the Liens granted to the
Agent.




 








 





 


EXHIBIT
A


To


Secured
Promissory Note and Warrant Purchase Agreement Form of
Note




 








 





 


SENIOR
SECURED PROMISSORY NOTE

 


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE SECURITIES LAW OF ANY JURISDICTION AND
MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER
SUCH SECURITIES ACT OR SUCH APPLICABLE SECURITIES LAWS SHALL HAVE
BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE ISSUER REGISTRATION UNDER SUCH SECURITIES
ACT OR SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER, INCLUDING, WITHOUT
LIMITATION, PURSUANT TO REGULATION S PROMULGATED UNDER SUCH
SECURITIES ACT.

 


 


THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT
TO TREASURY REGULATION §1.1275-3(b)(1), THE ISSUER WILL,
BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE
AVAILABLE TO THE PAYEE UPON REQUEST THE INFORMATION DESCRIBED IN
TREASURY REGULATION §1.1275-3(b)(1)(i). THE ISSUER MAY BE
REACHED AT 6612 E. 75TH STREET, SUITE 450, INDIANAPOLIS, INDIANA
96250, ATTENTION: PAUL MOBLEY.


 


 

 



Senior
Secured Promissory Note Due
[                                                                                                 

]





 


 



$[                      

].00                                                                                        

[                     

], 20[ ]





 


 

 


FOR
VALUE RECEIVED, NOBLE ROMAN’S, INC., an Indiana corporation
(the “Issuer”),
hereby promises to pay, pursuant to the terms and conditions
hereof, to [ ], a [ ], or its registered assigns
(“Payee”), the
principal sum of [ ] Dollars ($[ ]), together with
interest from the date first written above on the unpaid principal
balance at the rates provided in that certain Senior Secured
Promissory Note and Warrant Purchase Agreement dated as of
[ ], 2020
entered into among the Issuer, the Purchasers from time to time
party thereto, and Corbel Capital Partners SBIC, L.P., as the Agent
for such Purchasers thereunder (as amended, restated, extended,
supplemented or otherwise modified from time to time, the
“Note Purchase
Agreement”). Initially capitalized terms used but not
defined in this note (the “Note”) shall have the meanings
ascribed to such terms in the Note Purchase Agreement. All
computations of interest shall be in accordance with the provisions
of the Note Purchase Agreement. Notwithstanding anything to the
contrary contained herein, under no circumstances shall the
interest rate of this Note ever be more than the maximum rate
permitted under Section
4.

 


 

1. Payments
of Principal and Interest. On each Interest Payment Date,
commencing on [ ], and at maturity (whether on the stated
Maturity Date applicable to this Note, as a result of acceleration
or otherwise), the Issuer will pay interest on this Note calculated
in accordance with the provisions set forth in the Note Purchase
Agreement. All outstanding principal of this Note shall be due and
payable on the Maturity Date applicable to this Note
unless




 








 





 


required to be paid
early in accordance with the terms of the Note Purchase Agreement.
Any principal or interest payment in respect of this Note which
would otherwise become due on a day other than a Business Day,
shall instead become due on the next succeeding Business Day and
such adjustment shall be reflected in the computation of
interest.

 


 

2. Note
Purchase Agreement; Defaults. Reference is hereby made to
the further provisions of this Note set forth in full in the Note
Purchase Agreement, including, without limitation, the provisions
relating to Events of Default and remedies resulting or arising
therefrom, all of which provisions shall for all purposes have the
same effect as if set forth in full herein.

 


 

3. Security
for Payment. This Note is secured by the Collateral pursuant
to the Note Documents.

 


 

 

4. Maximum
Interest Rate. Under no circumstances shall the interest
rate or rates charged hereunder, plus any other amounts paid
hereunder, exceed the highest rate permissible under any law which
a court of competent jurisdiction shall, in a final determination,
deem applicable hereto. If such a court determines that the Payee
has received or charged interest hereunder in excess of the highest
legally permissible interest rate, any payments with respect to
such excess amount shall be deemed received on account of, and
shall automatically be applied to reduce the principal balance
hereof, in the inverse order of maturity, and the provisions hereof
shall be deemed amended to provide for the highest permissible rate
applicable at the time or in the context in question. If there is
no principal balance then outstanding, the Payee shall refund to
the Issuer the amount of interest in excess of the maximum legally
permissible rate.

 


 

5. Note
Purchase Agreement. This Note is duly authorized and
designated as the Issuer’s Senior Secured Promissory Note due
[ ] and issued under the Note Purchase Agreement. Reference is
hereby made to the Note Purchase Agreement for a statement of the
respective rights, limitations, duties and obligations thereunder
of the Issuer and Payee. The Note Purchase Agreement, among other
things, contains provisions for acceleration of the maturity of
this Note upon the happening of certain stated events and also for
prepayments on account of principal of this Note prior to the
maturity hereof upon the terms and conditions specified in the Note
Purchase Agreement.

 


 

6. Amendments
and Waivers. No failure on the part of Payee to exercise any
right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or remedy
preclude further exercise thereof or the exercise of any other
right or remedy hereunder.

 


 

7. Cumulative
Rights. The remedies of Payee as provided herein shall be
cumulative and concurrent and may be pursued successively or
concurrently against the Issuer and/or the collateral securing this
Note, and the failure to exercise any such right or remedy shall in
no event be construed as a waiver or release of the
same.

 


 

8. Attorneys’
Fees. In the event of any litigation in connection with this
Note, the prevailing party shall be entitled to reasonable costs,
including, without limitation, attorneys’ fees.

 


 

9. Issuer’s
Waivers. THE ISSUER HEREBY WAIVES NOTICE OF ACCEPTANCE
HEREOF, PRESENTMENT AND DEMAND FOR PAYMENT, PROTEST AND NOTICE
OF




 








 





 


DISHONOR OR
DEFAULT, TRIAL BY JURY, AND THE RIGHT TO INTERPOSE ANY SET- OFF OR
COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

 


 

10. Severability.
If any section or provision of this Note, or the application of
such section or provision, is held invalid, the remainder of this
Note and the application of such section or provision to persons or
circumstances other than those to which its application is held
invalid shall not be affected thereby.

 


 

11. Assignment
by Payee. Payee may assign its rights under this Note as and
to the extent described in the Note Purchase
Agreement.

 


 

12. Governing
Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of California,
without giving effect to its conflicts or choice of law
principles.

 


 

 


[signature page
follows]




 








 





 


IN
WITNESS WHEREOF, the undersigned have executed and delivered this
Note as of the date first above written.

 


 



ISSUER:                                                                            

NOBLE ROMAN’S, INC.,






an
Indiana corporation


 


 



By:                                                       

Name:
Title:








 








 





 


PAYEE:

 


 



[                               

]






 


 

 



By:                                                                  

Name:
Title:








 








 





 


EXHIBIT
B


To


Senior
Secured Promissory Note and Warrant Purchase Agreement Form of
Warrant




 








 





 



EXECUTION COPY


 


 

 


WARRANT

 


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY
STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE,
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED
UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS
EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND
FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE
QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN
LAW.

 


 


Original Issue
Date: February 7, 2020

 


 


FOR
VALUE RECEIVED, NOBLE ROMANS, INC., an Indiana corporation (the
“Company”),
hereby certifies that Corbel Structured Equity Partners, SBIC, L.P.
or its registered assigns (“Holder”) is entitled to purchase
from the Company Two Million Two Hundred Fifty Thousand (2,250,000)
duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock (subject to adjustment as provided herein)
at a purchase price of (a) $0.57 per share, in the case of
1,200,000 of such Warrant Shares (such 1,200,000 Warrant Shares,
the “Tranche 1
Shares”), (b) $0.72 per share, in the case of 900,000
of such Warrant Shares (such 900,000 Warrant Shares, the
“Tranche 2
Shares”) and (c) $0.97 per share, in the case of
150,000 of such Warrant Shares (such 150,000 Warrant Shares, the
“Tranche 3
Shares”) (each respective purchase price, subject to
adjustment as provided herein, the “Exercise Price”), all subject to
the terms, conditions and adjustments set forth below in this
Warrant. Certain capitalized terms used herein are defined in
Section 1 hereof. This
Warrant was issued to Holder pursuant to the Purchase
Agreement.

 


 

1. Definitions. As used in this
Warrant, the following terms have the respective meanings set forth
below:

 


 


“Aggregate Exercise Price” means an
amount equal to the product of (a) the number of Warrant Shares in
respect of which this Warrant is then being exercised pursuant to
Section 3 hereof,
multiplied by (b) the
Exercise Price applicable to such Warrant Shares in effect as of
the applicable Exercise Date in accordance with the terms of this
Warrant.

 


 


“Attribution Parties” has the
meaning set forth in Section
3(j)(i).

 


 


“Beneficial Ownership Limitation”
has the meaning set forth in Section 3(j)(iv). “Board” means the board of
directors of the Company.


“Business Day” means any day,
except a Saturday, Sunday or legal holiday, on which banking
institutions in the city of Los Angeles, California or
Indianapolis, Indiana are authorized or obligated by law or
executive order to close.




 








 





 



EXECUTION COPY


 


 

 


 

 


“Common Stock” means the common
stock, no par value, of the Company, and any capital stock into
which such Common Stock shall have been converted, exchanged or
reclassified following the date hereof.

 


 


“Common Stock Deemed Outstanding”
means, at any given time, the sum of (a) the number of shares of
Common Stock actually outstanding at such time, plus (b) the number of shares of Common
Stock issuable upon exercise of Options actually outstanding at
such time, plus

(c) the number of
shares of Common Stock issuable upon conversion or exchange of
Convertible Securities actually outstanding at such time (treating
as actually outstanding any Convertible Securities issuable upon
exercise of Options actually outstanding at such time), in each
case, regardless of whether the Options or Convertible Securities
are actually exercisable at such time in accordance with their
terms; provided,
that Common Stock Deemed Outstanding at any given time shall not
include treasury or other shares owned or held by or for the
account of the Company or any of its subsidiaries.

 


 


“Company” has the meaning set forth
in the preamble.

 


“Conditions to Forced Exercise” has
the meaning set forth in Section
3(i)(i). “Convertible
Securities” means any securities (directly or
indirectly) convertible into or

 


exercisable or
exchangeable for Common Stock, but excluding Options.

 


 


“Excluded Issuances” means any
issuance or sale (or deemed issuance or sale in accordance with
Section 4(d)) by the Company
after the Original Issue Date of: (1) any Warrant Shares issued
upon the exercise of this Warrant; (2) shares of Common Stock
issued upon the exercise or conversions of any Options or
Convertible Securities outstanding on the Original Issue Date; and
(3) up to 550,000 shares of Common Stock (adjusted proportionately
for stock splits, stock dividends, recapitalizations and the like)
issued on the exercise of Options granted by the Board to officers,
directors, employees or service providers to the Company and its
subsidiaries.

 


 


“Exercise Date” means, for any
given exercise of this Warrant, the date on which the conditions to
such exercise as set forth in Section 3 shall have been satisfied at
or prior to 5:00 p.m., Eastern time, on a Business Day, including,
without limitation, the receipt by the Company of the Exercise
Agreement, the Warrant and the Aggregate Exercise Price payable
with respect to the Warrant Shares in question.

 


 


“Exercise Agreement” has the
meaning set forth in Section
3(a)(i). “Exercise
Period” has the meaning set forth in Section 2.


“Exercise Price” has the meaning
set forth in the preamble, as applicable to the Tranche 1 Shares,
Tranche 2 Shares or Tranche 3 Shares in question.

 


 


“Fair Market Value” means, as of
any particular date: (a) the average of the closing sales prices of
the Common Stock for such day on all domestic securities exchanges
on which the Common Stock may at the time be listed; (b) if there
have been no sales of the Common Stock on




 








 





 



EXECUTION COPY


 


 

 


 

 


any
such exchange on any such day, the average of the highest bid and
lowest asked prices for the Common Stock on all such exchanges at
the end of such day; (c) if on any such day the Common Stock is not
listed on a domestic securities exchange, the closing sales price
of the Common Stock as quoted on the OTC Bulletin Board, the Pink
OTC Markets or similar quotation system or association for such
day; or (d) if there have been no sales of the Common Stock on the
OTC Bulletin Board, the Pink OTC Markets or similar quotation
system or association on such day, the average of the highest bid
and lowest asked prices for the Common Stock quoted on the OTC
Bulletin Board, the Pink OTC Markets or similar quotation system or
association at the end of such day; in each case, averaged over
three (3) consecutive Business Days ending on the Business Day
immediately prior to the day as of which “Fair Market
Value” is being determined; provided, that if the Common
Stock is listed on any domestic securities exchange, the term
“Business Day” as used in this sentence means Business
Days on which such exchange is open for trading. If at any time the
Common Stock is not listed on any domestic securities exchange or
quoted on the OTC Bulletin Board, the Pink OTC Markets or similar
quotation system or association, the “Fair Market
Value” of the Common Stock shall be the fair market value per
share as determined jointly by the Board and the
Holder.

 


 


“Holder” has the meaning set forth
in the preamble.

 


 


“Options” means any warrants or
other rights or options to subscribe for or purchase Common Stock
or Convertible Securities.

 


 


“Original Issue Date” means
February 7, 2020. “Nasdaq” means The NASDAQ Stock
Market LLC.


“OTC Bulletin Board” means the
Financial Industry Regulatory Authority OTC Bulletin Board
electronic inter-dealer quotation system.

 


 


“Person” means any individual, sole
proprietorship, partnership, limited liability company,
corporation, joint venture, trust, incorporated organization or
government or department or agency thereof.

 


 


“Pink OTC Markets” means the OTC
Markets Group Inc. electronic inter-dealer quotation system,
including OTCQX, OTCQB and OTC Pink.

 


 


“Purchase Agreement” means the
Senior Secured Promissory Note and Warrant Purchase Agreement,
dated as of the date hereof, between the Company, as the
“Issuer”, the “Purchasers” named therein,
and Holder as the “Agent” for the Purchasers
thereunder.

 


 


“Put Notes” means Senior Secured
Promissory Notes, in substantially the form and with substantially
the same terms as those applicable to the Senior Notes (including
the terms applicable to the “Notes” as defined and as
set forth in the Purchase Agreement), other than those providing
for the accrual and payment of PIK Interest on such Senior Notes
and the maturity date for such Put Notes shall be the second
anniversary of the date of issuance of the Put Notes in
question.




 








 





 



EXECUTION COPY


 


 

 


 

 


“Put Notice” has the meaning set
forth in Section 6.
“Securities Act”
has the meaning set forth in Section 11.


“Senior Notes” means the Senior
Secured Promissory Notes issued and sold to Holder or the other
“Purchasers” named in, and as provided in, the Purchase
Agreement.

 


 

 


“Tranche 1 Shares” has the meaning
set forth in the preamble. “Tranche 2 Shares” has the meaning
set forth in the preamble. “Tranche 3 Shares” has the meaning
set forth in the preamble.


“Warrant” means this Warrant and
all warrants issued upon division or combination of, or in
substitution for, this Warrant.

 


 


“Warrant Share Put Right” has the
meaning set forth in Section
6.

 


 


“Warrant Shares” means the shares
of Common Stock or other capital stock of the Company then
purchasable upon exercise of this Warrant in accordance with the
terms of this Warrant.

 


 


“Weighted Average Price” has the
meaning set forth in Section
3(i)(ii).

 


 

 

2. Term of Warrant. Subject to the
terms and conditions hereof, at any time or from time to time
following the Original Issue Date and prior to 5:00 p.m. Central
time on the first six (6) year anniversary of the date hereof or,
if such day is not a Business Day, on the next preceding Business
Day (such period, the “Exercise Period”), the Holder of
this Warrant may exercise this Warrant for all or any part of the
Warrant Shares purchasable hereunder (subject to adjustment as
provided herein).

 


 




3.

Exercise of
Warrant.





 


 

(a) Exercise Procedure. This Warrant may be
exercised by Holder from time to time on any Business Day during
the Exercise Period, for all or any part of the unexercised Warrant
Shares, upon:


 

 

(i) surrender of this
Warrant to the Company at its then principal executive offices (or
an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction), together with an Exercise
Agreement in the form attached hereto as Exhibit A (each, an “Exercise Agreement”), duly
completed (including specifying the number and type of Warrant
Shares to be purchased) and executed; and

 


 

(ii) payment
to the Company of the Aggregate Exercise Price in accordance with
Section 3(b).




 








 





 



EXECUTION COPY


 


 

 


 

 

(b) Payment of the Aggregate Exercise Price.
Payment of the Aggregate Exercise Price shall be made at the option
of the Holder as expressed in the Exercise Agreement, by the
following methods:

 


 

(i) In the case of the
Tranche 1 Shares, Tranche 2 Shares or Tranche 3 Shares, by delivery
to the Company of a certified or official bank check payable to the
order of the Company or by wire transfer of immediately available
funds to an account designated in writing by the Company, in the
amount of such Aggregate Exercise Price;

 


 




(ii)

in the case of the
Tranche 3 Shares:





 


 

(A) by instructing the
Company to withhold a number of Warrant Shares then issuable upon
exercise of this Warrant with an aggregate Fair Market Value as of
the Exercise Date equal to such Aggregate Exercise Price (i.e. a
“cashless exercise”);

 


 

(B) by surrendering to
the Company (x) Warrant Shares previously acquired by the Holder
with an aggregate Fair Market Value as of the Exercise Date equal
to such Aggregate Exercise Price and/or (y) other securities of the
Company having a value as of the Exercise Date equal to the
Aggregate Exercise Price (which value in the case of debt
securities shall be the principal amount thereof plus accrued and
unpaid interest, in the case of preferred stock shall be the
liquidation value thereof plus accumulated and unpaid dividends and
in the case of shares of Common Stock shall be the Fair Market
Value thereof); or

 


 




(C)

any combination of
the foregoing.





 


 

(iii) In
the event of any withholding of Warrant Shares or surrender of
equity securities pursuant to Section 3(b)(ii)(A), 3(b)(ii)(B) or 3(b)(ii)(C) above where the number of
shares whose value is equal to the Aggregate Exercise Price is not
a whole number, the number of shares withheld by or surrendered to
the Company shall be rounded up to the nearest whole share and the
Company shall make a cash payment to the Holder (by delivery of a
certified or official bank check or by wire transfer of immediately
available funds) based on the incremental fraction of a share being
so withheld by or surrendered to the Company in an amount equal to
the product of (x) such incremental fraction of a share being so
withheld or surrendered multiplied by (y) in the case of Common
Stock, the Fair Market Value per share of Common Stock as of the
Exercise Date, and, in all other cases, the value thereof as of the
Exercise Date as determined in accordance with Section 3(b)(ii)(B)(y)
above.

 


 

(c) Delivery of Stock Certificates. Upon (i)
any Forced Exercise pursuant to Section 3(i) or (ii) Holder’s
exercise of this Warrant pursuant to Section 3(a), including delivery to the
Company of the Exercise Agreement, surrender of this Warrant and
payment of the Aggregate Exercise Price (in accordance with
Section 3(b) hereof), the
Company shall, as promptly as practicable, execute (or cause to be
executed) and deliver (or cause to be delivered) to




 








 





 



EXECUTION COPY


 


 

 


 

 


the
Holder a certificate or certificates representing the Warrant
Shares issuable upon such exercise, together with cash in lieu of
any fraction of a share as provided in Section 3(d) hereof, if applicable. The
stock certificate or certificates so delivered shall be in such
denomination or denominations as the exercising Holder shall
reasonably request in the Exercise Agreement and shall be
registered in the name of the Holder or such other Person’s
name as shall be designated in the Exercise Agreement. This Warrant
shall be deemed to have been exercised and such certificate or
certificates of Warrant Shares shall be deemed to have been issued,
and the Holder or any other Person so designated to be named
therein shall be deemed to have become a holder of record of such
Warrant Shares for all purposes, as of the Exercise
Date.

 


 

(d) Fractional Shares. The Company shall not
be required to issue a fractional Warrant Share upon exercise of
any Warrant. As to any fraction of a Warrant Share that the Holder
would otherwise be entitled to purchase upon such exercise, the
Company shall either (i) round the number of Warrant Shares to be
issued up to the next whole number or (ii) pay to such Holder an
amount in cash (by delivery of a certified or official bank check
or by wire transfer of immediately available funds) equal to the
product of (A) such fraction multiplied by (B) the Fair Market
Value of one Warrant Share on the Exercise Date.

 


 

(e) Delivery of New Warrant. Unless the
purchase rights represented by this Warrant shall have expired or
shall have been fully exercised, the Company shall, at the time of
delivery of the certificate or certificates representing the
Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the
Holder a new Warrant evidencing the rights of the Holder to
purchase the unexpired and unexercised Warrant Shares called for by
this Warrant. Such new Warrant shall in all other respects be
identical to this Warrant.

 


 

(f) Valid Issuance of Warrant and Warrant Shares;
Payment of Taxes. With respect to the exercise of this
Warrant, the Company hereby represents, covenants and
agrees:

 


 

(i) This Warrant is,
and any Warrant issued in substitution for or replacement of this
Warrant shall be, upon issuance, duly authorized and validly
issued.

 


 

 

(ii) All
Warrant Shares issuable upon the exercise of this Warrant pursuant
to the terms hereof shall be, upon issuance, and the Company shall
take all such actions as may be necessary or appropriate in order
that such Warrant Shares are, validly issued, fully paid and
non-assessable, issued without violation of any preemptive or
similar rights of any stockholder of the Company and free and clear
of all taxes, liens, claims, encumbrances and charges.

 


 

 

(iii) The
Company shall take all such actions as may be necessary to ensure
that all such Warrant Shares are issued without violation by the
Company of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares
of Common Stock or other securities constituting Warrant Shares may
be listed at the time of such exercise (except for official notice
of issuance which shall be immediately delivered by the Company
upon each such issuance).




 








 





 



EXECUTION COPY


 


 

 


 

 

(iv) The
Company shall use its best efforts to cause the Warrant Shares,
immediately upon such exercise, to be listed on any domestic
securities exchange upon which shares of Common Stock or other
securities constituting Warrant Shares are listed at the time of
such exercise.

 


 

(v) The Company shall
pay all expenses in connection with, and all taxes and other
governmental charges that may be imposed with respect to, the
issuance or delivery of Warrant Shares upon exercise of this
Warrant; provided,
that the Company shall not be required to pay any tax or
governmental charge that may be imposed with respect to any
applicable withholding or the issuance or delivery of the Warrant
Shares to any Person other than the Holder or its designated
affiliates, and no such issuance or delivery shall be made unless
and until the Person requesting such issuance has paid to the
Company the amount of any such tax, or has established to the
satisfaction of the Company that such tax has been
paid.

 


 

(g) Conditional Exercise. Notwithstanding
any other provision hereof, if an exercise of any portion of this
Warrant is to be made in connection with or with the expectation of
the completion of a public offering or a sale of the Company
(pursuant to a merger, sale of stock, or otherwise), such exercise
may at the election of the Holder be conditioned upon the
consummation of such transaction, in which case such exercise shall
not be deemed to be effective until immediately prior to the
consummation of such transaction.

 


 

(h) Reservation of Shares. During the
Exercise Period, the Company shall at all times reserve and keep
available out of its authorized but unissued Common Stock or other
securities constituting Warrant Shares, solely for the purpose of
issuance upon the exercise of this Warrant, the maximum number of
Warrant Shares issuable upon the exercise of this Warrant, and, if
applicable, the par value per Warrant Share shall at all times be
less than or equal to the applicable Exercise Price. The Company
shall not increase the par value of any Warrant Shares receivable
upon the exercise of this Warrant above the Exercise Price then in
effect, and shall take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue
fully paid and non-assessable Warrant Shares upon the exercise of
this Warrant.

 


 

 

(i) Forced Exercise. After the Original
Issue Date, if the Conditions to Forced Exercise set forth below
then are satisfied, the Company may elect to require that the
Holder exercise this Warrant with respect to the Tranche 1 Shares
or the Tranche 2 Shares, as applicable, as set forth in this
Section 3(i), by delivering
to the Holder a written notice in the form of Exhibit B attached hereto
(“Forced Exercise
Notice”), duly completed and executed on behalf of the
Company; provided,
that notwithstanding anything to the contrary herein, the Holder
may elect not to exercise this Warrant pursuant to any Forced
Exercise Notice if the Holder delivers written notice to the
Company to such effect and confirms in writing that it forfeits its
right to exercise the Warrants with respect to those Tranche 1
Shares or those Tranche 2 Shares that are subject to the Forced
Exercise Notice, as applicable. If the Conditions to Forced
Exercise cease to be met prior to the receipt of the Notice of
Exercise by the Holder, the Forced Exercise Notice shall be deemed
withdrawn, invalid, and null and void ab initio. For purposes of
this Section
3(i):




 








 





 



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(i) “Conditions to Forced Exercise”
means that each of the following conditions have been and continue
to be met as of the Holder’s receipt of the Forced Exercise
Notice and as of the issuance of any Warrant Shares pursuant
thereto:

 


 

(A) the Weighted
Average Price of the Common Stock or other applicable capital stock
of the Company then issuable upon exercise of this Warrant exceeds
(x) in the case of a forced exercise of the Warrant with respect to
the Tranche 1 Shares, $1.40 per share (subject to appropriate
adjustments for stock splits, stock dividends, stock combinations
and other similar transactions affecting the Common Stock or other
applicable capital stock after the Original Issue Date) and (y) in
the case of a forced exercise of the Warrant with respect to the
Tranche 2 Shares, $1.50 per share (subject to appropriate
adjustments for stock splits, stock dividends, stock combinations
and other similar transactions affecting the Common Stock or other
applicable capital stock after the Original Issue Date), in each
case for each of the forty-five (45) consecutive trading days
immediately preceding the date of delivery of the Forced Exercise
Notice;

 


 

(B) a registration
statement filed pursuant to the Securities Act of 1933, as amended,
is effective and available for the immediate resale of any and all
Tranche 1 Shares or Tranche 2 Shares, as applicable, to be issued
upon exercise of the Warrants pursuant to the Forced Exercise
Notice;

 


 

(C) the Common Stock is
quoted on OTC Bulletin Board, the Pink OTC Markets or similar
quotation system or association, or designated for quotation on the
NASDAQ Global Market or another U.S. national securities exchange
and must not have been suspended from trading on such market nor
shall delisting or suspension by such market been threatened or
pending either (x) in writing by such market, or (y) by falling
below the minimum listing maintenance requirements of the market on
which it then is trading; and

 


 

 

(D) the Company
otherwise must be in material compliance with and must not have
breached in any material respect any provision, covenant,
representation or warranty of any Note Document (as defined in the
Purchase Agreement) which breach remains uncured.

 


 

(ii) “Weighted
Average Price” means, with respect to the Common Stock
or other applicable capital stock then issuable upon exercise of
this Warrant as of any applicable date(s), the dollar
volume-weighted average trading price for such
security

 


(A) on
the domestic securities exchanges on which the Common Stock is
listed on the applicable date(s) or (B) if on any such applicable
date(s) the Common Stock or other applicable capital stock then
issuable upon exercise of this Warrant is not listed on a domestic
securities exchange, the dollar volume-weighted trading average
price of the Common Stock on the OTC Bulletin Board, the Pink OTC
Markets or similar quotation system or association for such
applicable date(s).




 








 





 



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(j)

Holder’s Exercise
Limitations.





 


 

(i) Notwithstanding the
foregoing or anything to the contrary herein, the number of Warrant
Shares issuable upon any exercise of this Warrant shall be limited
to the number of Warrant Shares that (after giving effect to such
proposed exercise and issuance) can be beneficially owned by the
Holder, Holder’s affiliates, and any other Persons acting as
a group together with the Holder or any of the Holder’s
affiliates (such other Persons, “Attribution Parties”)), without
exceeding the Beneficial Ownership Limitation (as defined below).
For purposes of the foregoing sentence, the number of Warrant
Shares beneficially owned by the Holder, Holder’s affiliates
and any applicable Attribution Parties shall include the number of
Warrant Shares issuable upon the exercise of this Warrant with
respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be
issuable upon (A) exercise of the remaining, unexercised portion of
this Warrant beneficially owned by the Holder, Holder’s
affiliates or any applicable Attribution Parties and (B) exercise
or conversion of the unexercised or unconverted portion of any
other securities of the Company (including, without limitation, any
Convertible Securities or Options) that (x) are beneficially owned
by the Holder, Holder’s affiliates and any applicable
Attribution Parties and (y) are subject to a limitation on
conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes
of this Section 3(j),
“beneficial ownership” shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. In addition, a determination as
to any “group” status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and
the applicable rules and regulations promulgated
thereunder.

 


 

(ii) To
the extent that the Beneficial Ownership Limitation applies, the
determination of whether and to what extent this Warrant is
exercisable (in relation to other securities owned by the Holder
together with any of its Attribution Parties) and the portion of
this Warrant that is exercisable shall be determined in the sole
discretion of the Holder, and the submission of an Exercise
Agreement and the other items required to exercise this Warrant as
provided in Section 3(a)
above shall be deemed to be the Holder’s determination of
whether and which portion of this Warrant is exercisable (in
relation to other securities owned by the Holder together with
Holder’s affiliates and any applicable Attribution Parties),
in each case subject to the Beneficial Ownership Limitation, and
the Company shall have no obligation to independently verify or
confirm the accuracy of such determination.

 


 

(iii) For
purposes of this Section
3(j), in determining the number of issued and outstanding
shares of Common Stock, Holder may rely on the number of issued and
outstanding shares of Common Stock as reflected in (A) the
Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice
from the Company or the Company’s transfer agent setting
forth the number of shares of Common Stock outstanding. Upon the
written request of a Holder, the Company shall within two Business
Days confirm orally and in writing to Holder the number of shares
of Common




 








 





 



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Stock
then issued and outstanding. In any case, the number of issued and
outstanding shares of Common Stock shall be determined after giving
effect to any conversion, exercise or exchange of any Convertible
Securities or Options in accordance with their terms, including
this Warrant, held by the Holder, Holder’s affiliates or any
applicable Attribution Parties since the date as of which such
number of issued and outstanding shares of Common Stock was
reported.

 


 

(iv) The
“Beneficial Ownership
Limitation” shall be 9.9999% of the number of shares
of Common Stock that would be outstanding immediately after giving
effect to the issuance of Warrant Shares issuable upon the
applicable exercise of this Warrant. Notwithstanding the foregoing,
the Holder may increase or decrease the Beneficial Ownership
Limitation percentage upon notice to the Company; provided, that any increase in
the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is
delivered to the Company or such other, later date as may be
specified in the notice of increase. The provisions of this
paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 3(j) to the extent necessary to
correct this paragraph (or any portion hereof) which may be
defective or inconsistent with the intended Beneficial Ownership
Limitation contained herein or to make changes or supplements
necessary or desirable to properly give effect to the Beneficial
Ownership Limitation and the purpose and intent of this
Section 3(j). To the extent
the Beneficial Ownership Limitation applies to limit the number of
Warrant Shares issued upon any proposed exercise of this Warrant,
the Warrant Shares that are not issued as a result of the
Beneficial Ownership Limit shall remain subject to this Warrant and
may be issued upon a subsequent exercise of this Warrant in
accordance with its terms.

 

4. Adjustment to Exercise Price and
Number of Warrant Shares. In order to prevent dilution of
the purchase rights granted under this Warrant, the Exercise Price
and the number of Warrant Shares issuable upon exercise of this
Warrant shall be subject to adjustment from time to time as
provided in this Section 4
(in each case, after taking into consideration any prior
adjustments pursuant to this Section 4).

 


 

(a) Adjustment to Exercise Price Upon Issuance of
Common Stock. Except as provided in Section 4(c) and except in the case of
an event described in either Section 4(e) or Section 4(f), if the Company shall, at
any time or from time to time after the Original Issue Date, issue
or sell, or in accordance with Section 4(d) is deemed to have issued or
sold, any shares of Common Stock without consideration or for
consideration per share less than the applicable Exercise Price(s)
in effect immediately prior to such issuance or sale (or deemed
issuance or sale), then immediately upon such issuance or sale (or
deemed issuance or sale), each Exercise Price in effect immediately
prior to such issuance or sale (or deemed issuance or sale) that is
higher than the consideration per share applicable to the issuance
and sale (or deemed issuance or sale) in question shall be reduced
(and in no event increased) to an Exercise Price equal to the then
the Exercise Price (calculated to the nearest one-hundredth of a
cent) determined in accordance with the following
formula:

 


 


CP2 = CP1 * (A + B) ÷ (A + C).




 








 





 



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For
purposes of the foregoing formula, the following definitions shall
apply:

 


 

(i) “CP2”
shall mean the Exercise Price in effect immediately after such
issuance or deemed issuance of shares of Common Stock;

 


 

(ii) “CP1”
shall mean the Exercise Price in effect immediately prior to such
issuance or deemed issuance of Common Stock;

 


 

(iii) “A”
shall mean the number of shares of Common Stock outstanding
immediately prior to such issuance or deemed issuance Common Stock
(treating for this purpose as outstanding all shares of Common
Stock issuable upon exercise of Options outstanding immediately
prior to such issuance (including the Warrants) or upon conversion
or exchange of Convertible Securities outstanding immediately prior
to such issuance;

 


 

(iv) “B”
shall mean the number of shares of Common Stock that would have
been issued if such issuance or deemed issuance of Common Stock had
occurred at a price per share equal to CP1 (determined by dividing the aggregate
consideration received by the Corporation in respect of such
issuance or deemed issuance by CP1); and

 


 

(v) “C”
shall mean the number of shares of Common Stock issued or deemed
issued in such transaction.

 


 

 

(b) Adjustment to Number of Warrant Shares Upon
Adjustment to Exercise Price. Upon any and each adjustment
of the Exercise Price as provided in Section 4(a), the number of Warrant
Shares issuable upon the exercise of this Warrant immediately prior
to any such adjustment shall be increased to a number of Warrant
Shares issuable upon exercise of this Warrant after giving effect
to such adjustment equal to the quotient obtained by
dividing:

 


 

(i) the product of (A)
the Exercise Price in effect immediately prior to any such
adjustment multiplied by (B) the number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to any such
adjustment; by

 


 




(ii)

the Exercise Price
resulting from such adjustment.





 


 

(c) Exceptions To Adjustment Upon Issuance of
Common Stock. Anything herein to the contrary
notwithstanding, there shall be no adjustment to the Exercise Price
or the number of Warrant Shares issuable upon exercise of this
Warrant with respect to any Excluded Issuance.

 


 

(d) Effect of Certain Events on Adjustment to
Exercise Price. For purposes of determining the adjusted
Exercise Price under Section
4(a) hereof, the following shall be applicable:

 


 

 

(i) Issuance of Options. If the Company
shall, at any time or from time to time after the Original Issue
Date, in any manner grant or sell any Options (whether directly or
by assumption in a merger, consolidation or otherwise), whether or
not such Options or




 








 





 



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the
right to convert, exercise or exchange any Convertible Securities
issuable upon the exercise of such Options are immediately
exercisable, and the lowest price per share (determined as provided
in this Section 4(d)(i) and
Section 4(d)(iv)) for which
any one share of Common Stock is issuable upon the exercise of any
such Option or upon the conversion, exercise or exchange of any
Convertible Security issuable upon the exercise of any such Option
is less than any Exercise Price in effect immediately prior to the
time of the granting or sale of such Options, then such share of
Common Stock issuable upon the exercise of such Option or upon
conversion, exercise or exchange of such Convertible Security
issuable upon the exercise of such Option shall be deemed to have
been issued as of the date of granting or sale of such Options (and
thereafter shall be deemed to be outstanding for purposes of
adjusting the Exercise Price under Section 4(a), at a price per share equal
to such lowest price per share). For purposes of this Section 4(d)(i), the lowest price per
share for which any one share of Common Stock is issuable upon the
exercise of any such Option or upon the conversion, exercise or
exchange of any Convertible Security issuable upon the exercise of
any such Option shall be equal to the sum (which sum shall
constitute the applicable consideration received for purposes of
Section 4(a)) of the lowest
amounts of consideration, if any, received or receivable by the
Company as consideration with respect to any one share of Common
Stock upon each of (A) the granting or sale of the Option, plus (B)
the exercise of the Option, plus (C) in the case of an Option which
relates to Convertible Securities, the issuance or sale of the
Convertible Security and the conversion, exercise or exchange of
the Convertible Security. Except as otherwise provided in
Section 4(d)(iii), no
further adjustment of the applicable Exercise Price(s) shall be
made upon the actual issuance of Common Stock or of Convertible
Securities upon exercise of such Options or upon the actual
issuance of Common Stock upon conversion, exercise or exchange of
such Convertible Securities issuable upon the exercise of such
Options.

 


 

(ii) Issuance
of Convertible Securities. If the Company shall, at any time
or from time to time after the Original Issue Date, in any manner
grant or sell (whether directly or by assumption in a merger,
consolidation or otherwise) any Convertible Securities, whether or
not the right to convert, exercise or exchange any such Convertible
Securities is immediately exercisable, and the lowest price per
share (determined as provided in this paragraph and in Section 4(d)(iv)) for which one share of
Common Stock is issuable upon the conversion, exercise or exchange
of any such Convertible Securities is less than any Exercise Price
in effect immediately prior to the time of the granting or sale of
such Convertible Securities, then such share of Common Stock
issuable upon conversion, exercise or exchange of such Convertible
Security shall be deemed to have been issued as of the date of
granting or sale of such Convertible Securities (and thereafter
shall be deemed to be outstanding for purposes of adjusting the
Exercise Price under Section
4(a)), at a price per share equal to such lowest price per
share. For purposes of this Section
4(d)(ii), the lowest price per share for which any one share
of Common Stock is issuable upon the conversion, exercise or
exchange of any such Convertible Security shall be equal to the sum
(which sum shall constitute the applicable consideration received
for purposes of Section
4(a)) of the lowest amounts of consideration, if any,
received or receivable by the




 








 





 



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Company
as consideration with respect to any one share of Common Stock upon
each of

(A) the granting or
sale of the Convertible Security, plus (B) the conversion, exercise
or exchange of the Convertible Security. Except as otherwise
provided in Section
4(d)(iii),

(x) no further
adjustment of any Exercise Price(s) shall be made upon the actual
issuance of Common Stock upon conversion, exercise or exchange of
such Convertible Securities and (y) no further adjustment of the
applicable Exercise Price(s) shall be made by reason of the issue
or sale of Convertible Securities upon conversion, exercise or
exchange of such Convertible Securities in accordance with the
terms thereof, to the extent adjustments of the Exercise Price
already have been made pursuant to the other provisions of this
Section 4(d).

 


 

(iii) Change
in Terms of Options or Convertible Securities. Upon any
change in any of (A) the lowest amounts of consideration, if any,
received or receivable by the Company as consideration with respect
to any one share of Common Stock upon the granting or sale of any
Options or Convertible Securities referred to in Section 4(d)(i) or Section 4(d)(ii) hereof, (B) the lowest
amounts of additional consideration, if any, payable to the Company
with respect to any one share of Common Stock upon exercise of any
Options or upon the issuance, conversion, exercise or exchange of
any Convertible Securities referred to in Section 4(d)(i) or Section 4(d)(ii) hereof, (C) the rate at
which Convertible Securities referred to in Section 4(d)(i) or Section 4(d)(ii) hereof are convertible
into or exercisable or exchangeable for Common Stock, or (D) the
maximum number of shares of Common Stock issuable in connection
with any Options referred to in Section 4(d)(i) hereof or any
Convertible Securities referred to in Section 4(d)(ii) hereof (in each case,
other than in connection with an Excluded Issuance), then (whether
or not the original issuance or sale or deemed issuance or sale of
such Options or Convertible Securities resulted in an adjustment to
the Exercise Price pursuant to this Section 4) each Exercise Price in effect
at the time of such change shall be adjusted or readjusted, as
applicable, to the Exercise Price which would have been in effect
at such time pursuant to the provisions of this Section 4 had such Options or
Convertible Securities still outstanding provided for such changed
consideration, conversion rate or maximum number of shares, as the
case may be, at the time initially granted, issued or sold, but
only if as a result of such adjustment or readjustment each
applicable Exercise Price then in effect is reduced, and the number
of Warrant Shares issuable upon the exercise of this Warrant
immediately prior to any such adjustment or readjustment shall be
correspondingly adjusted or readjusted pursuant to the provisions
of Section
4(b).

 


 

(iv) Calculation
of Consideration Received. If the Company shall, at any time
or from time to time after the Original Issue Date, issue or sell,
or is deemed to have issued or sold in accordance with Section 4(d) any shares of Common Stock,
Options or Convertible Securities: (A) for cash, the consideration
received therefor shall be deemed to be the net amount received by
the Company therefor; (B) for consideration other than cash, the
amount of the consideration other than cash received by the Company
shall be the fair value of such consideration, except where such
consideration consists of marketable securities, in which case the
amount of consideration received by the Company




 








 





 



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shall
be the market price (as reflected on any securities exchange,
quotation system or association or similar pricing system covering
such security) for such securities as of the end of business on the
date of receipt of such securities; (C) for no specifically
allocated consideration in connection with an issuance or sale of
other securities of the Company, together comprising one integrated
transaction, the amount of the consideration therefor shall be
deemed to be the fair value of such portion of the aggregate
consideration received by the Company in such transaction as is
attributable to such shares of Common Stock, Options or Convertible
Securities, as the case may be, issued or deemed issued in such
transaction; or (D) to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving
corporation, the amount of consideration therefor shall be deemed
to be the fair value of such portion of the net assets and business
of the non-surviving entity as is attributable to such shares of
Common Stock, Options or Convertible Securities, as the case may
be, issued or deemed issued to such owners. The net amount of any
cash consideration and the fair value of any consideration other
than cash or marketable securities shall be determined in each case
in good faith by the Board.

 


 

(v) Record Date. For purposes of any
adjustment to the Exercise Price or the number of Warrant Shares in
accordance with this Section
4, in case the Company shall take a record of the holders of
its Common Stock or other applicable capital stock for the purpose
of entitling them (A) to receive a dividend or other distribution
payable in Common Stock or other applicable capital stock, Options
or Convertible Securities or

(B) to subscribe for or
purchase Common Stock or other applicable capital stock, Options or
Convertible Securities, then such record date shall be deemed to be
the date of the issue or sale of the shares of Common Stock or
other applicable capital stock deemed to have been issued or sold
upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

 


 

(vi) Treasury
Shares. The number of shares of Common Stock or other
applicable capital stock outstanding at any given time shall not
include treasury or other shares owned or held by or for the
account of the Company or any of its subsidiaries, and the
disposition of any such shares (other than the cancellation or
retirement thereof or the transfer of such shares among the Company
and its wholly-owned subsidiaries) shall be deemed an issue or sale
of Common Stock or other applicable capital stock for the purpose
of this Section
4.

 


 

 

(vii) Other
Dividends and Distributions. Subject to the provisions of
this Section 4(d), if the
Company shall, at any time or from time to time after the Original
Issue Date, make or declare, or fix a record date for the
determination of holders of Common Stock or other applicable
capital stock entitled to receive, a dividend or any other
distribution payable in securities of the Company (other than a
dividend or distribution of shares of Common Stock or other
applicable capital stock, Options or Convertible Securities in
respect of outstanding shares of Common Stock or other applicable
capital stock), cash or other property, then, and in each such
event, concurrently with the making or payment of any such dividend
or distribution, the Holder shall receive the same
kind




 








 





 



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and
amount of securities of the Company, cash or other property which
the Holder would have been entitled to receive had the Warrant been
exercised in full into Warrant Shares immediately prior to such
event (or the record date for such event, whichever is more
favorable to the Holder) and had the Holder held such Warrant
Shares through the time such dividend or distribution of
securities, cash or property was made to the holders of Common
Stock or other applicable capital stock.

 


 

(e) Adjustment to Exercise Price and Warrant Shares
Upon Dividend, Subdivision or Combination of Common Stock.
If the Company shall, at any time or from time to time after the
Original Issue Date, (i) pay a dividend or make any other
distribution upon the Common Stock or any other capital stock of
the Company payable in shares of Common Stock or other applicable
capital stock or in Options or Convertible Securities, or (ii)
subdivide (by any stock split, recapitalization or otherwise) its
outstanding shares of Common Stock or other applicable capital
stock or into a greater number of shares, the Exercise Price in
effect immediately prior to any such dividend, distribution or
subdivision shall be proportionately reduced and the number of
Warrant Shares issuable upon exercise of this Warrant shall be
proportionately increased. If the Company at any time combines (by
combination, reverse stock split or otherwise) its outstanding
shares of Common Stock or other applicable capital stock or into a
smaller number of shares, the Exercise Price in effect immediately
prior to such combination shall be proportionately increased and
the number of Warrant Shares issuable upon exercise of this Warrant
shall be proportionately decreased. Any adjustment under this
Section 4(e) shall become
effective at the close of business on the date the dividend,
distribution, subdivision or combination is made or becomes
effective, as applicable.

 


 

(f) Adjustment to Exercise Price and Warrant Shares
Upon Reorganization, Reclassification, Consolidation or
Merger. In the event of any (i) capital reorganization of
the Company, (ii) reclassification of the stock of the Company
(other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a stock
dividend or subdivision, split-up or combination of shares), (iii)
consolidation or merger of the Company with or into another Person,
(iv) sale of all or substantially all of the Company’s assets
to another Person or (v) other similar transaction (other than any
such transaction covered by Section
4(e)), in each case which entitles the holders of Common
Stock or other applicable capital stock to receive (either directly
or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Common Stock or other applicable
capital stock, each Warrant shall, immediately after such
reorganization, reclassification, consolidation, merger, sale or
similar transaction, remain outstanding and shall thereafter, in
lieu of or in addition to (as the case may be) the number of
Warrant Shares then exercisable under this Warrant, be exercisable
for the kind and number of shares of stock or other securities or
assets of the Company or of the successor Person resulting from
such transaction to which the Holder would have been entitled upon
such reorganization, reclassification, consolidation, merger, sale
or similar transaction if the Holder had exercised this Warrant in
full immediately prior to the effective time of such
reorganization, reclassification, consolidation, merger, sale or
similar transaction (or any applicable record date with respect
thereto, whichever is more favorable to the Holder) and acquired
the applicable number of Warrant Shares then issuable hereunder as
a result of such exercise (without taking into




 








 





 



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account
any limitations or restrictions on the exercisability of this
Warrant); and, in such case, appropriate adjustment (in form and
substance satisfactory to the Holder) shall be made with respect to
the Holder’s rights under this Warrant to insure that the
provisions of this Section 4
hereof shall thereafter be applicable, as nearly as possible, to
this Warrant in relation to any shares of stock, securities or
assets thereafter acquirable upon exercise of this Warrant
(including, in the case of any consolidation, merger, sale or
similar transaction in which the successor or purchasing Person is
other than the Company, an immediate adjustment in the Exercise
Price to the value per share for the Common Stock or other
applicable capital stock reflected by the terms of such
consolidation, merger, sale or similar transaction, and a
corresponding immediate adjustment to the number of Warrant Shares
acquirable upon exercise of this Warrant without regard to any
limitations or restrictions on exercise, if the value so reflected
is less than the Exercise Price(s) in effect immediately prior to
such consolidation, merger, sale or similar transaction). The
provisions of this Section
4(f) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales or similar
transactions. The Company shall not effect any such reorganization,
reclassification, consolidation, merger, sale or similar
transaction unless, prior to the consummation thereof, the
successor Person (if other than the Company) resulting from such
reorganization, reclassification, consolidation, merger, sale or
similar transaction, shall assume, by written instrument
substantially similar in form and substance to this Warrant and
satisfactory to the Holder, the obligation to deliver to the Holder
such shares of stock, securities or assets which, in accordance
with the foregoing provisions, such Holder shall be entitled to
receive upon exercise of this Warrant. Notwithstanding anything to
the contrary contained herein, (I) with respect to any corporate
event or other transaction contemplated by the provisions of this
Section 4(f), the Holder
shall have the right and shall be provided reasonable prior written
notice from the Company and a reasonable opportunity to elect prior
to the consummation of such event or transaction (or the record
date applicable thereto, whichever is more favorable to the
Holder), to give effect to the exercise rights contained in
Section 2 instead of giving
effect to the provisions contained in this Section 4(f) with respect to this
Warrant; and (II) if such transaction consists of a merger pursuant
to which the Company’s outstanding shares will be converted
into the right to exclusively receive cash or other consideration
with a value per share less than an applicable Exercise Price then
in effect, upon the closing of such transaction, the unexercised
portion of the Warrants covering those Warrant Shares with an
Exercise Price less than the value of such per share merger
consideration shall be cancelled and of no further force or
effect.

 


 

 

(g) Certain Events. If any event of the type
contemplated by the provisions of this Section 4 but not expressly provided for
by such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights
with equity features) occurs, then the Board shall in good faith
make an appropriate and equitable adjustment in the Exercise Price
and the number of Warrant Shares issuable upon exercise of this
Warrant so as to protect the rights of the Holder in a manner
consistent with the purpose and intent of the provisions of this
Section 4; provided, that no such
adjustment pursuant to this Section
4(g) shall increase the Exercise Price or decrease the
number of Warrant Shares issuable as otherwise determined pursuant
to this Section
4.




 








 





 



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(h)

Certificate as to
Adjustment.





 


 

(i) As promptly as
reasonably practicable following any adjustment of the Exercise
Price, but in any event not later than two (2) Business Days
thereafter, the Company shall furnish to the Holder a certificate
of an executive officer of the Company setting forth in reasonable
detail such adjustment and the facts upon which it is based and
certifying the calculation thereof.

 


 

(ii) As
promptly as reasonably practicable following the receipt by the
Company of a written request by the Holder, but in any event not
later than two (2) Business Days thereafter, the Company shall
furnish to the Holder a certificate of an executive officer
certifying the Exercise Price then in effect and the number of
Warrant Shares or the amount, if any, of other shares of stock,
securities or assets then issuable upon exercise of the
Warrant.

 


 




(i)

Notices. In the event:





 


 

(i) that the Company
shall propose to take a record of the holders of its Common Stock
(or other capital stock or securities at the time issuable upon
exercise of the Warrant) for the purpose of entitling or enabling
them to receive any dividend or other distribution, to vote at a
meeting (or by written consent), to receive any right to subscribe
for or purchase any shares of capital stock of any class or any
other securities, to receive any other security, or to otherwise
exercise any material right as a stockholder; or

 


 

(ii) of
any capital reorganization of the Company, any reclassification of
the Common Stock of the Company, any consolidation or merger of the
Company with or into another Person, or sale of all or
substantially all of the Company’s assets to another Person;
or

 


 

 

(iii) of
the voluntary or involuntary dissolution, liquidation or winding-up
of the Company;

 


 


then,
and in each such case, the Company shall send or cause to be sent
to the Holder at least fifteen


(15)
days prior to the applicable record date or the applicable expected
effective date, as the case may be and whichever is more favorable
to the Holder, for the event, a written notice specifying, as the
case may be, (A) the record date for such dividend, distribution,
meeting or consent or other right or action, and a description of
such dividend, distribution or other right or action to be taken at
such meeting or by written consent, or (B) the effective date on
which such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up is proposed to take
place, and the date, if any is to be fixed, as of which the books
of the Company shall close or a record shall be taken with respect
to which the holders of record of Common Stock (or such other
capital stock or securities at the time issuable upon exercise of
the Warrant) shall be entitled to exchange their shares of Common
Stock (or such other capital stock or securities) for securities or
other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale,




 








 





 



EXECUTION COPY


 


 

 


 

 


dissolution,
liquidation or winding-up, and the amount per share and character
of such exchange applicable to the Warrant and the Warrant
Shares.

 


 




5.

Purchase Rights; Anti-Dilutive
Issuances. In addition to any adjustments pursuant
to






Section 4 above:

 


 

(a) If at any time
while this Warrant is outstanding the Company proposes to grant,
issue or sell any shares of Common Stock, Options, Convertible
Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders or beneficial owners
of Common Stock or other applicable capital stock of the Company
(the “Purchase
Rights”), then the Holder shall be entitled to acquire
and exercise, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which the Holder would have acquired
if the Holder had held the number of Warrant Shares acquirable upon
complete exercise of this Warrant immediately before the date on
which a record is taken for the grant, issuance, sale or exercise
of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of Common Stock or other applicable
capital stock of the Company are to be determined for the grant,
issue, sale or exercise of such Purchase Rights. Notwithstanding
anything to the contrary herein, the Holder shall not be entitled
to the Purchase Rights granted herein with respect to any Excluded
Issuance.

 


 

(b) If at any time
between the date this Warrant is exercised in whole or in part and
the seven (7) year anniversary of the Original Issue Date, any
Convertible Securities or Options are converted, exercised or
exchanged or any Purchase Rights are issued or exercised as a
result of which the percentage of the Common Stock Deemed
Outstanding held by Holder is or would be reduced, the Company
shall provide prompt written notice to the Holder and shall issue
to Holder without any consideration and without reducing the number
of Warrant Shares issuable pursuant to this Warrant (to the extent
any portion hereof then remains unexercised) that number of shares
of Common Stock or other applicable capital stock of the Company as
is necessary for the Holder to maintain or be restored to holding
the same percentage of the Common Stock Deemed Outstanding that was
held by Holder prior to such conversion, exercise or exchange of
Convertible Securities, Options or Purchase Rights, as
applicable.

 


 

 

6. Warrant Share Put Rights.
Holder shall have the right by delivering written notice to the
Company (a “Put
Notice”) at any time and from time to time within six
months after the issuance of any specific Warrant Shares under this
Warrant to elect to require the Company to purchase some or all of
such Warrant Shares then held by the Holder in exchange for cash
or, at the election of the Company, Put Notes (such right, the
“Warrant Share Put
Right”). The Put Notice shall specify the number of
Warrant Shares which the Holder is electing to require the Company
to purchase and the original principal amount of Put Notes to be
delivered as consideration therefor. The Put Notes issued by the
Company to purchase the Warrant Shares upon exercise of the Warrant
Shares Put Right shall be issued against the surrender to the
Company of the Warrant Shares as to which the Put Notes are
issuable and have an aggregate principal amount equal to the number
of Warrant Shares to be purchased pursuant to the Put Notice
multiplied by (a)
in the case of Warrant Shares issued upon a forced conversion
pursuant to Section 3(i),
the greater of (i)
the average of the Weighted Average Prices of the Common Stock
during the forty-five (45) consecutive trading days taken into
account in determining the satisfaction of the Conditions to Forced
Exercise and




 








 





 



EXECUTION COPY


 


 

 


 

 


(ii)
the average of the Weighted Average Prices of the Common Stock
during the forty-five (45) consecutive trading days preceding the
date of delivery of the applicable Put Notice and (b) in the case
of Warrant Shares issued upon the election of the Holder to
exercise this Warrant pursuant to Section 3(a), (ii) the average of the
Weighted Average Prices of the Common Stock during the 10
consecutive trading days preceding the date of delivery of the
applicable Put Notice.

 


 

7. Transfer of Warrant. This
Warrant and all rights hereunder are transferable, in whole or in
part, by the Holder without charge to the Holder, upon surrender of
this Warrant to the Company at its then principal executive offices
with a properly completed and duly executed Assignment in the form
attached hereto as Exhibit
C, together with funds sufficient to pay any transfer taxes
described in Section 3(f)(v)
in connection with the making of such transfer. Upon such
compliance, surrender and delivery and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denominations
specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant, if
any, not so assigned and this Warrant shall promptly be
cancelled.

 


 

8. Holder Not Deemed a Stockholder;
Limitations on Liability. Except as otherwise specifically
provided herein (including Section
4(d)(vii)), prior to the issuance to the Holder of any of
the Warrant Shares which the Holder is entitled to receive upon the
due exercise of this Warrant, the Holder shall not be entitled to
vote or receive dividends or be deemed the holder of any Warrant
Shares issuable upon exercise of this Warrant for any purpose, nor
shall anything contained in this Warrant be construed in and of
itself to confer upon the Holder by virtue of holding this Warrant
any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise.
In addition, nothing contained in this Warrant shall be construed
in and of itself as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 8, the Company shall provide the
Holder with copies of the same notices and other information given
to the stockholders of the Company generally, contemporaneously
with the giving thereof to the stockholders.

 


 

 




9.

Replacement on Loss; Division and
Combination.





 


 

 

(a) Replacement of Warrant on Loss. Upon
receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and upon
delivery of an indemnity reasonably satisfactory to it (it being
understood that a written indemnification agreement or affidavit of
loss of the Holder shall be a sufficient indemnity and in no event
shall the Holder be required to post a bond or other security in
connection with any loss, theft, destruction or mutilation or the
other matters described in this Section 9) and, in case of mutilation,
upon surrender of such Warrant for cancellation to the Company, the
Company at its own expense shall execute and deliver to the Holder,
in lieu hereof, a new Warrant of like tenor and exercisable for an
equivalent number of Warrant Shares as the Warrant so lost,
stolen,




 








 





 



EXECUTION COPY


 


 

 


 

 


mutilated or
destroyed; provided, that, in the case of
mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Company for
cancellation.

 


 

(b) Division and Combination of Warrant.
This Warrant may be divided or, following any such division of this
Warrant, subsequently combined with other Warrants, upon the
surrender of this Warrant or Warrants to the Company at its then
principal executive offices, together with a written notice
specifying the names and denominations in which new Warrants are to
be issued, signed by the respective Holders or their agents or
attorneys. The Company shall at its own expense execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants
so surrendered in accordance with such notice. Such new Warrant or
Warrants shall be of like tenor to the surrendered Warrant or
Warrants and shall be exercisable in the aggregate for an
equivalent number of Warrant Shares as the Warrant or Warrants so
surrendered in accordance with such notice.

 


 

10. No Impairment. The Company
shall not, by amendment of its Certificate of Incorporation or
Bylaws, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or
any other voluntary action or omission, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed by it hereunder, but shall at all times in good faith
assist in the carrying out of all the provisions of this Warrant
and in the taking of all such action as may reasonably be requested
by the Holder in order to protect the exercise rights of the Holder
against dilution or other impairment, consistent with the tenor,
purpose and intent of this Warrant.

 


 

11. Compliance with the Securities Act;
Legend. The Holder, by acceptance of this Warrant, agrees to
comply in all respects with the provisions of this Section 11 and the restrictive legend
requirements set forth on the face of this Warrant and further
agrees that such Holder shall not offer, sell or otherwise dispose
of this Warrant or any Warrant Shares to be issued upon exercise
hereof except under circumstances that will not result in a
violation of the Securities Act of 1933, as amended (the
“Securities
Act”). This Warrant and all Warrant Shares issued upon
exercise of this Warrant (unless registered under the Securities
Act or unless an exception from registration shall be available to
the Holder at the time of issuance of the Warrant Shares) shall be
stamped or imprinted with a legend in substantially the following
form:

 


 


“THIS WARRANT
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN
SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A
REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE
ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II)
THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN
LAW.”




 








 





 



EXECUTION COPY


 


 

 


 

 

12. Warrant Register. The Company
shall keep and properly maintain at its principal executive offices
books for the registration of the Warrant and any transfers
thereof. The Company may deem and treat the Person in whose name
the Warrant is registered on such register as the Holder thereof
for all purposes, and the Company shall not be affected by any
notice to the contrary, except any assignment, division,
combination or other transfer of the Warrant effected in accordance
with the provisions of this Warrant.

 


 

13. Notices. All notices, requests,
consents, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been
given: (a) when delivered by hand; (b) when received by the
addressee if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by e-mail (with
confirmation of transmission or receipt) if sent during normal
business hours of the recipient, and on the next Business Day if
sent after normal business hours of the recipient; or (d) on the
fifth day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must
be sent to the respective parties at the addresses indicated below
(or at such other address for a party as shall be specified in a
notice given in accordance with this Section 13).

 


 



If to the
Company:                                            

Noble Romans,
Inc.






6612 E.
75th Street Suite
450


Indianapolis,
Indiana 46250


E-mail:
pmobley@nobleromans.com Attention:
Paul Mobley

 


 


If to
the Holder: Corbel Capital Partners SBIC, L.P. 11777 San
Vicente Blvd., Suite 777 Los Angeles, California 90049


E-mail:
michael@corbelsep.com Attention:
Michael H. Jones

 


 

14. Cumulative Remedies. Except to
the extent expressly provided in Section 8 to the contrary, the rights
and remedies provided in this Warrant are cumulative and are not
exclusive of, and are in addition to and not in substitution for,
any other rights or remedies available at law, in equity or
otherwise.

 


 

15. Equitable Relief. Each of the
Company and the Holder acknowledges that a breach or threatened
breach by such party of any of its obligations under this Warrant
would give rise to irreparable harm to the other party hereto for
which monetary damages would not be an adequate remedy and hereby
agrees that in the event of a breach or a threatened breach by such
party of any such obligations, the other party hereto shall, in
addition to any and all other rights and remedies that may be
available to it in respect of such breach, be entitled to equitable
relief, including a restraining order, an injunction, specific
performance and any other relief that may be available from a court
of competent jurisdiction, without any requirement to post a bond
or other security or any requirement to prove the inadequacy or
unavailability of monetary damages.




 








 





 



EXECUTION COPY


 


 

 


 

 

16. Entire Agreement. This Warrant
(together with the Purchase Agreement and the other Note Documents,
including any Put Notes issued pursuant to Section 6, as applicable) constitutes
the sole and entire agreement of the parties to this Warrant with
respect to the collective subject matter contained herein and
therein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect
to such subject matter.

 


 

17. Successor and Assigns. This
Warrant and the rights evidenced hereby shall be binding upon and
shall inure to the benefit of the parties hereto and the successors
of the Company and the successors and permitted assigns of the
Holder. Such successors and/or permitted assigns of the Holder
shall be deemed to be a Holder for all purposes
hereunder.

 


 

18. No Third-Party Beneficiaries.
This Warrant is for the sole benefit of the Company and the Holder
and their respective successors and, in the case of the Holder,
permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever, under
or by reason of this Warrant.

 


 

19. Headings. The headings in this
Warrant are for convenience of reference only and shall not affect
the interpretation of this Warrant.

 


 

20. Amendment and Modification;
Waiver. Except as otherwise provided herein, this Warrant
may only be amended, modified or supplemented by an agreement in
writing signed by each party hereto. No waiver by the Company or
the Holder of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so
waiving. No waiver by any party shall operate or be construed as a
waiver in respect of any failure, breach or default not expressly
identified by such written waiver, whether of a similar or
different character, and whether occurring before or after that
waiver. No failure to exercise, or delay in exercising, any rights,
remedy, power or privilege arising from this Warrant shall operate
or be construed as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.

 


 

 

21. Severability. If any term or
provision of this Warrant is invalid, illegal or unenforceable in
any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Warrant or
invalidate or render unenforceable such term or provision in any
other jurisdiction.

 


 

22. Governing Law. This Warrant
shall be governed by and construed in accordance with the internal
laws of the State of Indiana without giving effect to any choice or
conflict of law provision or rule (whether of the State of Indiana
or any other jurisdiction) that would cause the application of laws
of any jurisdiction other than those of the State of
Indiana.

 


 

 

23. Waiver of Jury Trial. Each
party acknowledges and agrees that any controversy which may arise
under this Warrant is likely to involve complicated and difficult
issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trial by jury
in




 








 





 



EXECUTION COPY


 


 

 


 

 


respect
of any legal action arising out of or relating to this Warrant or
the transactions contemplated hereby.

 


 

24. Counterparts. This Warrant may
be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and
the same agreement. A signed copy of this Warrant delivered by
facsimile, e-mail or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original
signed copy of this Warrant.

 


 

25. No Strict Construction. This
Warrant shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party
drafting an instrument or causing any instrument to be
drafted.

 


 

26. Survival. The provisions of
this Warrant shall survive the expiration of the Exercise Period
for so long as the Company or the Holder have any executory rights
or obligations hereunder, including, without limitation, pursuant
to Sections 5 and
6 hereof.

 


 


[SIGNATURE PAGE
FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 


23




 








 





 



EXECUTION COPY


 


 

 


 

 


IN
WITNESS WHEREOF, the Company has duly executed this Warrant on the
Original Issue Date.


 

 


NOBLE
ROMANS, INC.


 


 



By:            

Name: Paul
Mobley






Title:
Chairman and Chief Financial Officer


 


 

 


 

 


Accepted and
agreed:


 


CORBEL
CAPITAL PARTNERS SBIC, L.P.


 



By: 

Corbel Capital
Advisors SBIC, LLC, its General Partner






 


 



By:           

Name: Jeffrey B.
Schwartz






Title:
Managing Member


 


 

 



By:           

Name: Jeffrey S.
Serota






Title:
Managing Member


 


 

 



By:           

Name: Michael H.
Jones





 


Title:
Managing Member


 


 


 


 


 


 


 


 


 


 


 


 

 


[Signature Page to
Warrant]




 








 





 



EXECUTION COPY


 


 

 


 

 



EXHIBIT A

 


 

 


EXERCISE
AGREEMENT

 


 



To:            

Noble Romans,
Inc.






6612 E.
75th Street Suite
450


Indianapolis,
Indiana 46250

 


 

1. Capitalized terms
used but not otherwise defined herein have the meanings ascribed
thereto in the Warrant. The undersigned, pursuant to the provisions
of the Warrant, hereby elects to exercise the Warrant with respect
to [NUMBER] [Tranche 1 Shares] [Tranche 2 Shares] [Tranche 3
Shares] (as defined in the Warrant).

 


 

2. The undersigned
herewith tenders payment for such shares, together with any
applicable transfer taxes, in the following manner (please check
the applicable type or types of payment and indicate the portion of
the Exercise Price to be paid by each type of
payment):

 


 



           

 Exercise
pursuant to Section 3(b)(i) of the Warrant





 


 



           

 Exercise
pursuant to Section 3(b)(ii)(A) of the Warrant





 


 



           

 Exercise
pursuant to Section 3(b)(ii)(B) of the Warrant





 


 



           

 Exercise
pursuant to Section 3(b)(ii)(C) of the Warrant





 


 

3. Please issue a
certificate or certificates representing the Warrant Shares
issuable in respect hereof under the terms of the attached Warrant
Agreement, as follows:


 

 


 


(Name
of Record Holder/Transferee)


 

 


and
deliver such certificate or certificates to the following
address:


 

 


 


 


 


(Address of Record
Holder/Transferee)


 


 

 


 


(Signature)


 


 


 


 

 


 

 


A-1




 








 





 



EXECUTION COPY


 


 

 


 

 



EXHIBIT B

 


 

 



[Form of Forced Exercise Notice]

 


 


Date:


 

 


TO:
[Insert Name and Address of Holder] RE: Forced Exercise of
Warrant


The
undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby delivers notice of a forced exercise of the Warrant
for [NUMBER] Warrant Shares. The undersigned represents and
warrants to the Holder that the Conditions to Forced Exercise (as
defined in the Warrant) applicable to the Warrant Shares subject to
this Forced Exercise Notice have been satisfied and remain
satisfied as of the date of delivery of this Forced Exercise Notice
to Holder.

 


 


NOBLE
ROMANS, INC.


 


 

 



By:                                                                             

Name:
Title:






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 


B-1




 








 





 



EXECUTION COPY


 


 

 


 

 



EXHIBIT C

 


 

 


ASSIGNMENT

 


 


(To
be executed upon assignment of Warrant)


 

 


 

 



For
value                                                                        

received,
_                                        

hereby
sells,                              

assignsand
transfers unto







                                      

the attached
Warrant, together with all rights, title and interest therein, and
does hereby irrevocably constitute and appointattorney to transfer
said Warrant on the books of the Company with full power of
substitution in the premises.






 


 

 


[Name
of Transferor]


 


 



By:                                                                  

Name:
Title:






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 


C-1




 








 





 


EXHIBIT
C


To


Senior
Secured Promissory Note and Warrant Purchase Agreement Form of
Board Observer Agreement




 








 





 



EXECUTION COPY


 

 


 


BOARD
OBSERVER AGREEMENT

 


 

 


This
Board Observer Agreement (this “Agreement”) is made effective as
of February 7, 2020 (the “Effective Date”), by and between
Noble Roman’s, Inc., an Indiana corporation (the
“Company”), and
Corbel Capital Partners SBIC, L.P., a Delaware limited partnership
(collectively, and together with any successors and any permitted
assigns of the Warrant, “Holder”).

 


 


Background

 


 

A. Pursuant to and
subject to the terms and conditions of that certain Senior Secured
Promissory Note and Warrant Purchase Agreement (the
“Purchase
Agreement”) and the related Warrants to Purchase
Shares of Common Stock dated February 7, 2020, issued by the
Company in favor of Holder (each, as amended, modified,
supplemented, and including any Warrant issued in exchange
therefor, the “Warrant” and collectively, the
“Warrants”),
Holder is entitled to subscribe for and purchase, upon the terms
and subject to the limitations on exercise and other conditions set
forth in the respective Warrants, an aggregate of 2,250,000 shares
of common stock of the Company, no par value per share (the
“Common
Stock”).

 


 

B. The Company and
Holder desire to memorialize Holder’s right to designate at
Holder’s option one person to serve as an Observer (as
defined below) and to delineate such Observer rights regarding the
board of directors or equivalent governing body of the Company
(including any applicable committees thereof, the
“Board”), as
further described and subject to the terms and conditions set forth
herein.


 


For
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as
follows:

 


 

1. Observer
Rights. The Company hereby grants to Holder the option and
right to appoint up to two representatives (each an
“Observer”),
which Observer shall have the right to attend all meetings
(including telephonic or videoconference meetings and meetings held
in executive session) of the Board and all applicable committees
thereof in a non-voting, observer capacity; provided, however, that if requested by
the Company any such Observer shall have executed and delivered to
the Company in its capacity as an Observer a copy of the
Acknowledgement and Agreement to be Bound in the form attached
hereto as Exhibit A (the
“Acknowledgement”). Except as set
forth in Section 2, each
Observer may observe and participate fully in discussions at all
meetings of the Board and any committee thereof, but in no event
shall any such Observer in its capacity as such: (a) be deemed to
be a member of the Board or any committee thereof; (b) have or be
deemed to have, or otherwise be subject to, any duties (fiduciary
or otherwise) to the Company or its shareholders, as applicable; or
(c) have the right to vote on or propose any motions or resolutions
for a vote or approval by the Board. The Company shall allow each
Observer to attend all meetings of the Board and each applicable
committee thereof in person (if an in-person meeting) or by
telephone or other electronic means of communication by which such
meeting is held and pursuant to which all participants in the
meetings can hear and be heard by each other. Without limiting the
notice and information rights and obligations in Section 2 below, the presence of an
Observer shall not be required for purposes of establishing a
quorum at any meeting of the Board or any committee thereof. Each
Observer shall serve at the pleasure of Holder and may only be
removed or replaced by Holder during the period during which this
Agreement is in effect. The Holder has separately designated to the
Company its initial two Observers, which the Company confirms are
acceptable to the Company. The Company shall have the right to
consent to the Holder’s designation of any successor Observer
hereunder, such consent not to unreasonably withheld, conditioned
or delayed.




 








 





 



EXECUTION COPY


 

 


 

 




2.

Notice and
Information Rights.





 


 

 

2.1 The Company shall
provide to each Observer copies of all notices, minutes, consents
and other materials that the Company provides to its Board or
committee members, including any draft versions, proposed written
consents and exhibits and annexes to any such materials
(collectively, “Board
Materials”), at the same time and in the same manner
as such information is delivered to the other Board or committee
members. Notwithstanding the immediately preceding sentence or
anything else to the contrary contained herein, the Company may
withhold certain Board Materials from any Observer or exclude any
Observer from certain meetings of the Board or applicable committee
if the Board or applicable committee thereof determines, in good
faith and based upon advice of legal counsel experienced in such
matters, that such action is necessary to preserve attorney-client
privilege with respect to a specific legal advice or attorney work
product materials; provided, however, that any such
exclusion right may only be invoked with respect to such portion of
such materials or meetings that would upon advice of counsel
experienced in such matters be required to preserve such attorney-
client privilege.


 




3.

Confidential
Information.





 


 

 

3.1 To the extent any
information obtained by an Observer from the Company (or any
director, officer, manager, employee or agent thereof) is
Confidential Information (defined below), Holder shall, and shall
request each applicable Observer to, treat any such Confidential
Information as confidential in accordance with the terms and
conditions set out in this Section
3.

 


 

3.2 As used in this
Agreement, “Confidential
Information” means any and all information or data
concerning the Company, whether in verbal, visual, written,
electronic or other form, that is disclosed to the applicable
Observer by the Company or any director, officer, manager, employee
or agent of the Company (including all Board Materials that are
non-public information), together with all information discerned
from, based on or relating to any of the foregoing that may be
prepared or created by any such Observer or Holder provided, however, that “Confidential
Information” shall not include information that: (a) is or
becomes generally available to the public (other than as a result
of disclosure of such information by Holder or an Observer) in
violation of a contractual, legal or fiduciary obligation owed to
the applicable Company to which such information relates; (b) is
independently developed by Holder or an Observer without use of
Confidential Information provided by the Company or any director,
officer, manager, employee or agent of the Company; (c) becomes
available to Holder at any time on a non-confidential basis from a
third party that is not, to Holder’s knowledge, prohibited
from disclosing such information to Holder or an Observer by any
contractual, legal or fiduciary obligation to the Company; or (d)
was known by Holder or an Observer prior to its, his or her receipt
thereof from the Company or any agent or representative of any
Company.

 


 

 

3.3 Holder shall, and
shall request each Observer to: (a) retain all Confidential
Information in strict confidence; (b) not release or disclose
Confidential Information in any manner to any other person or
entity (other than disclosures to Holder, its affiliates or to any
of its or their respective agents or representatives who have a
need to know such information and are informed of its confidential
nature); and (c) use the Confidential Information solely in
connection with: (i) Holder’s and any Observer’s rights
hereunder; or (ii) monitoring, reviewing and analyzing
Holder’s investment or rights in or with respect to the
Company and not for any other purpose; provided, however, that the foregoing
shall not apply to any disclosure by any Observer that otherwise is
consistent with such Observer’s fiduciary duties or otherwise
reasonably necessary for such Observer to perform his or her duties
and obligations in his or her capacity as such, or any disclosure
to the extent that Holder, its affiliates, any of its agents or
representatives or any Observer is, pursuant to the advice of its
counsel experienced in




 








 





 



EXECUTION COPY


 

 


 

 


such
matters, compelled to disclose Confidential Information by judicial
or administrative process or by requirements of law.

 


 

3.4 The Holder is
aware, and will advise its representatives (including each
Observer) who are informed of the matters that are the subject of
this Agreement, of the restrictions imposed by United States
securities laws on the purchase or sale of securities by any person
who has received material, non-public information from the issues
of such securities and on the communication of such information to
any other person where it is reasonably foreseeable that such other
person is likely to purchase or sell such securities in reliance on
such information.

 


 

3.5 In the event of the
breach or a threatened breach by Holder of any of the provisions of
Section 3, the
Company would suffer irreparable harm, and in addition and
supplementary to other rights and remedies existing in its favor,
the Company shall be entitled to specific performance and/or
injunctive or other equitable relief from a court of competent
jurisdiction in order to enforce or prevent any violations of the
provisions hereof (without posting a bond or other
security).

 


 

4. Termination.
This Agreement shall terminate and be of no further force and
effect (other than provisions which are expressly designated as
surviving termination) upon the latest to occur of (a) the
expiration of the Exercise Period (as defined in the Warrants, and
subject to any applicable extensions thereof under the terms of the
Warrant or as agreed by the Company and Holder), under the
respective Warrants (b) the date on which all payment and other
obligations under any Put Notes (as defined in the Warrants) issued
to Holder as a result of its exercise of the Put Right have been
satisfied in full and such Put Notes no longer are outstanding, (c)
the date on which there are no Obligations (as defined in the
Purchase Agreement) outstanding under the Purchase Agreement, and
(d) the date on which Holder and its affiliates or transferees no
longer beneficially own at least 100,000 shares of Common Stock or
other equity securities of the Company (also counting for this
purpose any shares subject to Warrants exercisable for shares of
Common Stock or other equity securities of the Company) of the
Company; provided,
that no such termination shall affect the rights or obligations
provided in Section 5 or
affect any other provision that is intended to survive such
termination as provided herein.

 


 

 

5. Indemnification.
Each Observer shall be entitled to rights to indemnification and
contribution from the Company to the same extent provided by the
Company to its directors or officers under the applicable governing
documents (and with respect to directors or officers of the
Company, any insurance policies) of the Company as in effect on the
Effective Date or from time to time thereafter. The Company
acknowledges and agrees that the foregoing rights to
indemnification, contribution and insurance coverage

(a) constitute
third-party rights extended to each Observer by the Company and
shall be enforceable by and for the benefit of such Observer in
accordance with their terms and this Section 5, notwithstanding that an
Observer is not a signatory hereto and (b) are intended to be
primary rights of and protections for Observer, notwithstanding
that any each Observer may be entitled to claim or assert other
rights to or benefits from other insurance policies,
indemnification, or contribution, and no Observer shall be required
to assert his or her rights with respect to any other available
insurance, exculpation contribution, or exhaust any other rights or
remedies, prior or as a condition to invoking such Observer’s
rights pursuant to this Section
5. This provision shall survive any termination of this
Agreement.


 

6. Amendment and
Waivers. Any provision of this Agreement may be amended,
waived or modified upon the written approval of the Company and
Holder.

 


 

7. Benefit of Parties;
Assignability. All of the terms and conditions of this
Agreement shall be binding upon and enforceable against any entity
succeeding the Company by merger or consolidation or acquisition or
reorganization or otherwise, and all of the Company’
covenants and agreements shall inure




 








 





 



EXECUTION COPY


 

 


 

 


to the
benefit of Holder, each Observer, and each of their respective
successors and permitted assigns. No party may assign or transfer
its rights or obligations under this Agreement, except in
compliance with the terms hereof; provided, that the foregoing
shall not affect Holder’s rights to transfer any Warrant or
any rights with respect thereto in whole or in part in accordance
with the terms of such Warrant.

 


 

8. Survival.
The provisions contained in this Agreement shall survive the
termination hereof to the extent expressly provided herein or
necessary to enforce the rights set forth therein.

 


 

9. Captions.
The captions of the Sections of this Agreement are solely for
convenient reference and shall not be deemed to affect the meaning
or interpretation of any provision of this Agreement.

 


 

10. Governing
Law. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the Laws
of the State of Delaware, without regard to its conflicts of laws
rules.

 


 

11. WAIVER OF JURY
TRIAL. THE COMPANY AND HOLDER HEREBY WAIVE (TO THE EXTENT
PERMITTED BY APPLICABLE LAW) ANY RIGHTS TO A TRIAL BY JURY IN ANY
LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR
ARISING OUT OF THIS AGREEMENT, OR THE VALIDITY, PROTECTION,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF. THE COMPANY AND
HOLDER EACH AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL
ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT COMPANY AND HOLDER
WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART
OF THIS AGREEMENT.


 

12. Notices. Any
notice, request, other communication, or payment required or
permitted hereunder shall be in writing and shall be deemed to have
been duly given upon delivery, if delivered personally, by
facsimile, or by recognized overnight courier service, or five (5)
days after deposit, if deposited in the United States mail for
mailing by registered or certified mail, postage prepaid, and
addressed to the Company at the address provided to Holder by
Company or Holder at the address provided to the Company by Holder
(as the case may be).

 


 

13. Remedies.
The rights and remedies provided by this Agreement shall be
cumulative, and shall be in addition to and not exclusive of other
rights and remedies available at law or in equity. The exercise or
waiver by Holder or Company of any right or remedy available under
this Agreement shall not be deemed to be a waiver of any other
right or remedy available under this Agreement, at law or in
equity.

 


 

14. Construction.
Where specific language is used to clarify by example a general
statement contained herein (such as by using the word
“including”), such specific language will not modify,
limit or restrict in any manner the construction of the general
statement to which it relates. Whenever required by the context,
any pronoun used in this Agreement will include the corresponding
masculine, feminine or neuter forms. The words
“include” and “including,” and other words
of similar import when used herein, will not be terms of limitation
but rather will be read as being followed in each case by the words
“without limitation.” The words “herein,”
“hereto” and “hereby,” and other words of
similar import in this Agreement, will in each case refer to this
Agreement as a whole and not to any particular Section or other
subdivision of this Agreement. Unless otherwise expressly stated,
the term “party” means a party hereto and
“parties” means, collectively, all parties hereto. The
term “person” means any natural person or legal entity
or organization. The defined terms contained in this Agreement are
applicable to the singular as well as the plural forms of such
terms. All references herein to sections and exhibits will be
construed to refer to sections of, and exhibits to, this Agreement.
The term “or” is inclusive unless otherwise indicated
by context. If at any time there shall be more than one holder of
the Warrants, the rights of the Holder shall




 








 





 



EXECUTION COPY


 

 


 

 


be
exercised by such holders whose Warrants represent a majority of
the shares of Common Stock then issuable under all unexercised
Warrants.

 


 


[SIGNATURE PAGE
FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 


5




 








 





 



EXECUTION COPY


 


 


 

 


 

 


IN WITNESS WHEREOF, the parties have has
caused this Agreement to be duly executed as of the Effective
Date.

 


 

 


COMPANY:

 


NOBLE
ROMAN’S, INC.


 

 


 

 



By:                                                                  

Name: Paul
Mobley







Title:                     

Chairman and Chief
Financial Officer






 

 


 


HOLDER:

 


CORBEL
CAPITAL PARTNERS SBIC, L.P.,


 


By: Corbel
Capital Advisors SBIC, LLC, its General Partner


 


 

 



By: 

Jeffrey B.
Schwartz, its Managing Member






 


 



By: 

Jeffrey S. Serota,
its Managing Member






 


 



By: 

Michael H. Jones,
its Managing Member






 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 


[Signature
Page to Board Observer Agreement]




 








 





 



EXECUTION COPY


 


 


 

 


 

 


EXHIBIT
A ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND


This
Acknowledgement and Agreement to be Bound (“Acknowledgement”) is made
effective as of February 7, 2020 (the “Effective Date”) and given by the
undersigned as a representative designated by Corbel Capital
Partners SBIC, L.P., a Delaware limited partnership, (together with
its successors and permitted assigns, the “Holder”), to act as an Observer
pursuant to that certain Board Observer Agreement (the
“Agreement”) by
and between Noble Roman’s, Inc., an Indiana corporation (the
“Company”) and
Holder, dated as of February 7, 2020. Capitalized terms used but
not defined herein have the meanings ascribed thereto in the
Agreement.

 


 




1.

By execution of
this Acknowledgement, the undersigned acknowledges and
agrees:






 

 

(a) That the
undersigned has received and reviewed a copy of the Agreement and
that the undersigned’s execution of this Acknowledgement is a
condition precedent to the undersigned’s appointment as an
Observer under the Agreement.

 


 

(b) To treat any
Confidential Information obtained by the undersigned from the
Company (or any Representative thereof) in accordance with Section
3 of the Agreement.

 


 

 

(c) That either Holder
or the undersigned may terminate the undersigned’s service as
an Observer at any time, with or without cause.

 


 

2. Upon the written
request of the Company or Holder, the undersigned will promptly
execute and deliver any and all further instruments and documents
and take such further action as such party deems necessary to
effectuate the purposes of this Acknowledgement.

 


 

3. No provision of
this Acknowledgement may be amended, modified or waived, except in
a writing signed by each of the undersigned, the Company and
Holder. The invalidity or unenforceability of any provision of this
Acknowledgement shall not affect the validity or enforceability of
any other provision, and if any restriction in this Acknowledgement
is found by a court to be unreasonable or unenforceable, then such
court may amend or modify the restriction so it can be enforced to
the fullest extent permitted by law. This Acknowledgement may be
executed by electronic signature and in counterparts, each of which
shall be deemed an original and all of which when taken together
shall constitute one and the same instrument.

 


 

4. The undersigned
acknowledges and agrees that monetary damages would not be a
sufficient remedy for any breach (or threatened breach) of this
Agreement by the undersigned and that, in the event of any breach
or threatened breach hereof: (a) the Company or Holder shall have
the right to immediate injunctive and other equitable relief,
without proof of actual damages; (b) the undersigned will not plead
in defense thereto that there would be an adequate remedy at law;
and (c) the undersigned agrees to waive any applicable right or
requirement that a bond be posted by the Company. Such remedies
will not be the exclusive remedies for a breach of this Agreement,
but will be in addition to all other remedies that may be available
to the Company or Holder at law or in equity.

 


 

5. Section 10
(Governing Law) and Section 11 (Waiver of Jury Trial) of the
Agreement shall be applicable to this Acknowledgement, and the
undersigned hereby agrees to be bound thereby, as if set
forth




 








 





 



EXECUTION COPY


 

 


 

 


herein.
If any notice, request, demand or other communication is given to
the undersigned under this Acknowledgement, it shall be given to
the undersigned at the address set forth on the signature page
hereto or such other address as the undersigned shall have provided
in writing to the Company and Holder in accordance with Section 12
(Notices) of the Agreement.

 


 


[SIGNATURE PAGE
FOLLOWS]




 








 





 



EXECUTION COPY


 

 


 

 


IN WITNESS WHEREOF, the undersigned has
executed this Acknowledgement as of the Effective
Date.


 


 

 


 


Print
Name:


 


 

 



ACKNOWLEDGED
AND ACCEPTED as
of                                                                                                     

:






 

 


 

 


COMPANY:

 


NOBLE
ROMAN’S, INC.


 

 


 



By:                                                                  

Name: Paul
Mobley





 



Title:                     

Chairman and Chief
Financial Officer






 

 


 


HOLDER:

 


CORBEL
CAPITAL PARTNERS SBIC, L.P.


 


By: Corbel
Capital Advisors SBIC, LLC, its General Partner


 

 


 


By:           
Jeffrey B. Schwartz, its Managing Member


 

 


 


By:           
Jeffrey S. Serota, its Managing Member


 

 


 


By:           
Michael H. Jones, its Managing Member


 


 


 


 


 


 


 


 


 

 


 

 


[Signature
Page to Acknowledgement and Agreement to be Bound]




 








 





 


EXHIBIT
D


To


Senior
Secured Promissory Note and Warrant Purchase Agreement Funds Flow
Memorandum




 








 





 


Noble
Roman's, Inc. Sources and Uses

 



 Closing Date: Friday
February 7, 2020

 


 


 

 


	


Uses


	
 


 


Gross
Funding of Noble Roman's, Inc.

	
 


	

Closing
Cash Consideration (Initial Purchase Price)

	

$8,000,000.00


	

Indebtedness

	

($5,531,138.06)


	

Total
Cash Purchase Price (Gross of Seller Expenses, Below)

	

 


$2,468,861.94


	

Fees
and Expenses

	
 


	

Corbel
Capital Partners SBIC, L.P.

	

$160,000.00


	

Corbel
Management, LLC Expense Reimbursement

	

$3,292.92


	

Morgan
Lewis (Corbel Legal Counsel)

	

$110,000.00


	

Winston
and Strawn (SBA Counsel)

	

$4,775.00


	

Squar
Milner (Quality of Earnings)

	

$24,074.00


	

Scherzer
International

	

$1,085.00


	

London
Manhattan Fee

	

$160,000.00


	

Other

	

–


	

Cash to
Noble Roman's, Inc. Balance Sheet for Growth

	

$2,005,635.02


	

Total
Uses

	

 


 


$8,000,000.00









 








 





 


Noble
Roman's, Inc.

 



Proceeds Waterfall


 


 

 


 


Cash
Purchase Price Consideration

 


 


Initial
Funding Amount $8,000,000.00

 


Less:
Corbel Structuring Fee ($160,000.00)

 


 

 


Closing Cash Proceeds, Gross of Fees &
Expenses $7,840,000.00

 


 


Minus:
Transaction Fees (excl. Structuring Fee) ($303,226.92)


Cash
for Debt Paydown $7,536,773.08

 


Minus:
Loan Payoff - First Financial Bank Principal ($4,199,404.7) Minus: Loan Payoff - First
Financial Bank Accrued Interest +
Fees   ($50,004.2)
Minus: Loan Payoff - Convertible Subordinated Debt paid by Wire by
Corbel  ($552,902.8)
Minus: Loan Payoff - Convertible Subordinated Debt paid by Check by
Compan  ($728,826.4)


Cash
to Balance Sheet for Growth $2,005,635.02




 








 





 


Noble
Roman's, Inc.

 



Funds Flow


 



	


Step 1a - Corbel Nets Corbel Expenses from Senior Secured
Notes








 


 

 


 

 


Sources

 


	
 

	

Corbel
Capital Partners SBIC, L.P.

	


$8,000,000.00


	

Total

	


$8,000,000.00


	

Uses

	
 


	


1

	

Corbel
Debt Financing Closing Fee

	


($160,000.00)


	


1

	

Corbel
Reimbursable Expenses

	


($3,292.92)


	


2

	

Corbel
Legal Expenses (Morgan Lewis)

	


($110,000.00)


	


3

	

Corbel
Legal Expenses (Winston)

	


($4,775.00)


	
 

	

Corbel
Net Funding Amount

	


$7,721,932.08


	
 

	


Step 2 - Settle Deal Fees / Indebtedness & Fund the Operating
Entity (Noble Roman's, Inc.)

	
 


	
 

	
 


 


Sources

	
 


	
 

	

Corbel
Capital Partners SBIC, L.P. - Senior Secured Notes (net
funding)

	


$7,721,932.08


	
 

	

Total
Net Cash Sources

	


$7,721,932.08


	
 

	

(+)
Corbel Netted Expenses

	


$278,067.92


	
 

	

Total
Cash Sources

	


$8,000,000.00


	
 

	

Uses

	
 


	


4

	

Indebtedness -
First Financial Bank of Cincinatti Principal + Interest /
Fees

	


$4,249,408.85


	


5

	

Indebtedness -
Subordinated Convertible Note paid by Wire #1 (Lawrence and Susan
Stanton JTWROS)

	


$50,263.89


	


6

	

Indebtedness -
Subordinated Convertible Note paid by Wire #2 (Barry w. Blank ttee
fbo Barry W Blank Living trust)

	


$301,583.34


	


7

	

Indebtedness -
Subordinated Convertible Note paid by Wire #3 (Lennard
Zwart)

	


$201,055.56


	


8

	

Squar
Milner (Quality of Earnings)

	


$24,074.00


	


9

	

Scherzer
International

	


$1,085.00


	


10

	

London
Manhattan Fee

	


$160,000.00


	


11

	

Funding
to Operating Entity

	

$2,734,461.44


	
 

	

Total
Net Cash Uses

	


$7,721,932.08


	
 

	

(+)
Corbel Netted Expenses

	

$278,067.92


	
 

	

Total
Cash Uses

	


$8,000,000.00


	
 

	


Step 3 - Retire Incremental Sub-Debt by Check

	
 


	
 

	
 


 


Sources

	
 


	
 

	

Funding
to Operating Entity

	

$2,734,461.44


	
 

	

Operating
Entity Cash Sources

	


$2,734,461.44


	
 

	

(+)
Corbel Netted Expenses

	

$278,067.92


	
 

	

(+)
Settled Deal Fees / Indebtedness

	

$4,987,470.64


	
 

	

Total
Cash Sources

	


$8,000,000.00


	
 

	

Uses

	
 


	
 

	

Indebtedness -
Subordinated Convertible Note paid by Check by Noble Roman's,
Inc.

	

$728,826.42


	
 

	

Cash to
Noble Roman's, Inc. Balance Sheet for Growth

	

$2,005,635.02


	
 

	

Operating
Entity Cash Uses

	


$2,734,461.44


	
 

	

(+)
Corbel Netted Expenses

	

$278,067.92


	
 

	

(+)
Settled Deal Fees / Indebtedness

	

$4,987,470.64


	
 

	

Total
Cash Uses

	


$8,000,000.00


	


Wire #

	

Total
Uses Summary

	
 


	


4

	

Indebtedness
- First Financial Bank of Cincinatti Principal

	


$4,199,404.70


	


4

	

Indebtedness
- First Financial Bank of Cincinatti Accrued Interest +
Fees

	


$50,004.15


	


5

	

Indebtedness
- Subordinated Convertible Note paid by Wire #1 (Lawrence and Susan
Stanton JTWROS)

	


$50,263.89


	


6

	

Indebtedness
- Subordinated Convertible Note paid by Wire #2 (Barry w. Blank
ttee fbo Barry W Blank Living trust)

	


$301,583.34


	


7

	

Indebtedness
- Subordinated Convertible Note paid by Wire #3 (Lennard
Zwart)

	


$201,055.56


	


1

	

Corbel
Capital Partners SBIC, L.P.

	


$160,000.00


	


1

	

Corbel
Management, LLC Expense Reimbursement

	


$3,292.92


	


2

	

Morgan
Lewis (Corbel Legal Counsel)

	


$110,000.00


	


3

	

Winston
and Strawn (SBA Counsel)

	


$4,775.00


	


8

	

Squar
Milner (Quality of Earnings)

	


$24,074.00


	


9

	

Scherzer
International

	


$1,085.00


	

10

	

London
Manhattan Fee

	


$160,000.00


	

11

	

Indebtedness
- Subordinated Convertible Note paid by Check by Noble Roman's,
Inc.

	


$728,826.42


	
 

	

Other

	


–


	

11

	

Cash
to Noble Roman's, Inc. Balance Sheet for Growth

	


$2,005,635.02


	
 

	

Total
Uses

	


$8,000,000.00









 








 





 


Noble
Roman's, Inc.

 



Wire Instructions

 


 

 


 



	

SenderRecipient$ AmountWire InformationCorbel Capital Partners
SBIC, L.P.Corbel Management, LLC$163,292.92Corbel Management,
LLCEast West Bank11777 San Vicente Blvd, Suite 777 Los Angeles, CA
90049ABA: 322 070 381Account Number: 800 309 4326Corbel Capital
Partners SBIC, L.P.Morgan Lewis$110,000.00Morgan LewisWells Fargo
Bank, N.A. ABA# 121000248Morgan, Lewis & Bockius LLP Acct#
2100010985563Swift Code: WFBIUS6SReference Account #:
111886-0014Corbel Capital Partners SBIC, L.P.Winston & Strawn
LLP$4,775.00Winston & Strawn
LLP BMO Harris
Bank Chicago ILABA: 071 000 288Account Number: 449 675 8Total
Outbound Wires$278,067.92Corbel Capital Partners SBIC, L.P.Noble
Roman's, Inc.$7,721,932.08n/a - to step 2Total
Funding$8,000,000.00









Wire
# 1


 


 


 


 

 


 


2


 


 


 


 


 


 


 

 


3


 


 


 


 


 

 


 



n/a

 


 


 


 


 


 

 


 



	

SenderRecipient $ Amount Wire InformationCorbel Capital
Partners SBIC, L.P.Indebtedness -
First Financial Bank of Cincinatti Principal + Interest /
Fees$4,249,408.85First Financial Bank ABA: 042 200
910Account: 111 500 0 Reference: Noble Roman'sCorbel Capital
Partners SBIC, L.P.Indebtedness - Subordinated Convertible Note
paid by Wire #1 (Lawrence and Susan Stanton JTWROS)$50,263.89Bank -
TD Bank ABA - 031201360Account # - 7855969122Corbel Capital
Partners SBIC, L.P.Indebtedness -
Subordinated Convertible Note paid by Wire #2 (Barry w. Blank ttee
fbo Barry W Blank Living trust)$301,583.34Bank - JP Morgan
Chase ABA - 122100024Account # - 06804683Corbel Capital Partners
SBIC, L.P.Indebtedness - Subordinated Convertible Note paid by Wire
#3 (Lennard Zwart)$201,055.56Bank - Rabobank SWIFT - RABONL2UIBAN
number - NL58RABO0130445096Account # - 0130 4450 96Bank Address:
Croeselaan 18, 3521 CB, UtrechtCorbel Capital Partners SBIC,
L.P.Squar Milner (Quality of
Earnings)$24,074.00Squar Milner LLPAccount
#157516869169Routing # 122235821BIC Code-USBKUS44IMTClient Invoice
#: 249834Corbel Capital Partners SBIC, L.P.Scherzer
International$1,085.00Scherzer International City National
BankWestlake Village, CA 91361 ABA: 122016066Account Number: 052
136 849Corbel Capital Partners SBIC, L.P.London Manhattan
Fee$160,000.00London ManhattanKeyBank N.A.400 Forest Ave.Portland,
ME 04101ABA: 011 200 608Account Number: 191 331 003 134Corbel
Capital Partners SBIC, L.P.Noble Roman's, Inc.$2,734,461.44Noble
Roman'sABA Routing #044000024Account Name: Noble Roman's, Inc. Our
Account #01401277444Bank: Huntington National BankTotal Outbound
Wires$7,721,932.08Total Funding$7,721,932.08









4


 

 


 


5


 

 


 

 


6


 


 


 

 


 

 


7


 


 


 


 


 

 


8


 


 


 

 


 


9


 


 


 


 


 

 


10


 


 


 

 


 


11

 


 



n/a

 


 

 


 



	

SenderRecipient $ Amount Wire InformationNoble Roman's,
Inc.Convertible Subordinated Debt paid by Check by Com$728,826.42No
Wire; checks to be sent by Company; confirmation of payoff to Agent
within 3 business daysNoble Roman's, Inc.Cash to Noble Roman's,
Inc. Balance Sheet for Growth$2,005,635.02NATotal Cash to Noble Roman's, Inc. before
Incremental Sub-Debt Retirement $2,734,461.44Total Funding $7,721,932.08









Ref
#

 


 


A
B

 


11




 








 






	

Noble
Roman's, Inc.



Schedule of Subordinated Debt to be Retired

	
 


	
 


 


Name

	
 


 


Address

	
 


 


Email

	
 


 


Amount

	
 


 



Accrued Interes

	
 


 


Total


	
 

	

6 Sally
Ct.

	
 

	
 

	
 

	
 


	

Neal
Stanton and Maria Stanton

	

Bridgewater, NJ
08807


6120 N.
Central Ave.

	

NStanton9@gmail.com

	

50,000.00

	

263.89

	

50,263.89


	

Donald
Miles

	

Phoenix, AZ
85012


226 S.
Price Road

	
 

	

50,000.00

	

263.89

	

50,263.89


	

Nolan
and Pamela Schabacker JTWROS

	

Tempe,
AZ 85281


5307
Bent Tree Dr.

	

Grabber@myexcel.com

	

50,000.00

	

263.89

	

50,263.89


	

Cleveland Family
Limited Partnership

	

Dallas,
TX 75248


6008 W.
Gambit Tr.

	

rc@rencapital.com

	

100,000.00

	

527.78

	

100,527.78


	

Robert
Settembre

	

Phoenix, AZ
85083


609
Confederate Circle

	

r3633h@yahoo.com

	

25,000.00

	

131.95

	

25,131.95


	

James
William Anderson III Rev Trust

	

Old
Hickory, TN 37138


11246
S. Shoshoni Dr.

	

whispersong05@aol.co

	

50,000.00

	

263.89

	

50,263.89


	

Jon
Large

	

Phoenix, AZ
85044


207
Craighead Ave.

	

jonlarge@aol.com

	

50,000.00

	

263.89

	

50,263.89


	

Robert
Wahl

	

Nashville, TN
37205


400
East 57th Street, Apt. 2J

	

rwwahl2@aol.com

	

25,000.00

	

131.95

	

25,131.95


	

Everett
A. Sheslow Trust

	

New
York, NY 10022


1936 SE
50th Ave.

	
 

	

25,000.00

	

131.95

	

25,131.95


	

Adam
Gittler

	

Portland, OR
97215


8205 S.
Priest Dr., Unit 12555

	

aagittler@yahoo.com

	

50,000.00

	

263.89

	

50,263.89


	

Isaac
Blake

	

Tempe,
AZ 85284


5713
14th Ave.

	

iblake@live.com

	

50,000.00

	

263.89

	

50,263.89


	

Sidney
Stregosky

	

Brooklyn, NY
11219

	
 

	

50,000.00

	

263.89

	

50,263.89


	
 

	

6612 E.
75th St., Suite 450

	
 

	
 

	
 

	
 


	

Paul
and Jenny Mobley JTWROS

	

Indianapolis, IN
46250

	
 

	

150,000.00

	

791.67

	

150,791.67


	

Total
paid by Check

	
 

	
 

	

725,000.00

	

3,826.42

	

728,826.42


	
 

	

 

 


 


52
Republic Dr.

	
 

	
 

	
 

	
 


	

Lawrence and Susan
Stanton JTWROS

	

Monroe,
NJ 08831


200
Harbor Drive, Unit 4001

	

LHStanton1@gmail.co

	

50,000.00

	

263.89

	

50,263.89


	

Barry
w. Blank ttee fbo Barry W Blank Living t

	

San
Diego, CA 92101

	

isbm@aol.com

	

300,000.00

	

1,583.34

	

301,583.34






 



Lennard
Zwart                                               

Overtoom 135, 1054
HG,
Amsterdam                                                            

200,000.00                      

1,055.56               

201,055.56





 


 



Total paid by Wire
Transfer                                                                                                          

550,000.00                     

2,902.79               

552,902.79





 


 

 


 



Total
Payoff                                                                                                        

1,275,000.00                       

6,729.21
1,281,729.21





 


 


 

 


 


Wire
Instructions:

 



Lawrence and Susan
Stanton
JTWROS                                                                 

Bank - TD
Bank





 


ABA -
031201360

 


Account
# - 7855969122

 


 



Barry W.
Blank 

Bank - JP Morgan
Chase ABA - 122100024





 


Account
# - 06804683

 


 


(International
Wire)

 



Lennard
Zwart                                               

Bank - Rabobank
Overtoom 135, 1054 HG, AmsterdamSWIFT - RABONL2U





 


IBAN
number ‐ NL58RABO0130445096

 


Account
# - 0130 4450 96

 


Bank
Address: Croeselaan 18, 3521 CB, Utrecht




 








 





 


Exhibit
4.3(a) to


Senior
Secured Promissory Note and Warrant Purchase Agreement Form of
Monthly Financial Reporting Package


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 



DB2/
38095437.16                                                                

Exhibit
4.3(d)








 








 






 


 


 


 


 


 


 


 


 


 

 


 

 


Noble
Roman's, Inc.

 


Revenue
Nov-19

 


 


 



Royalties and
fees                                 

$





 



Administrative fees
and
other                                            

$






 

 


579,720

 


3,200




 


Restaurant revenue
Total revenue


 

 



  $                      


431,371





 



  $                    


1,014,291








 

 


 

 


Store
Opening List for November 2019

 


 



Corporate
Name                              

Store
Type                         

Address                                

City                             

State





 


	

Emrich
Petroleum, Inc.

	

C-Store

	

324 W.
Morris Street

	

Indianapolis

	

IN


	

SN
Marathon, LLC

	

C-Store

	

1806
Cragmont Street

	

Madison

	

IN


	

Scott
& Carissa Hettenbach

	

CPP

	

222 S.
Red Bank Road

	

Evansville

	

IN


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 







 

 


 


Store
Closing List for November 2019


 


Franchisee
Name                                 Type                          Street
Address                         City,
State None


 


 


 


 

 


 


I
hereby certify that, to the best of my knowledge and belief, the
above information is true, accurate and complete.

 


 

 


 


 


Paul W.
Mobley, Chief Financial Officer December 30, 2019


 


 


 


 

 


 

 


*The
form of reporting set forth above is subject to modification as may
be reasonably required by the Agent and incremental detail as
reasonably requested by the Agent




 








 






	


Noble Roman's, Inc.


Craft Pizza
& Pub - Consolidated 2019 Benefit to Noble Roman's,
Inc.

	
 


	

 

 


 


Sales:

	

JAN-19

	
 

	

FEB-19

	
 

	

MAR-19

	
 

	

Q1
2019

	
 

	

APR-19

	
 

	

MAY-19

	
 

	

JUN-19

	
 

	

Q2
2019

	
 

	

JUL-19

	
 

	

AUG-19

	
 

	

SEP-19

	
 

	

Q3
2019

	
 

	

OCT-19

	
 

	

NOV-19

	
 

	

DEC-19

	
 

	

Q4
2019

	
 

	

YTD-2019

	
 


	

Food

	

318,304.44

	

84.6%

	

334,633.38

	

84.5%

	

413,016.20

	

84.1%

	

1,065,954.02

	

84.4%

	

382,183.99

	

84.2%

	

424,073.25

	

84.0%

	

422,037.44

	

84.1%

	

1,228,294.68

	

84.1%

	

398,313.13

	

84.2%

	

384,528.99

	

85.0%

	

368,830.42

	

85.3%

	

1,151,672.54

	

84.8%

	

361,527.55

	

85.1%

	

358,170.80

	

85.7%

	

367,389.14

	

86.7%

	

1,087,087.49

	

85.8%

	

4,533,008.73

	

84.8%


	

Soft
Beverage

	

22,185.90

	

5.9%

	

23,275.54

	

5.9%

	

31,077.23

	

6.3%

	

76,538.67

	

6.1%

	

27,293.34

	

6.0%

	

32,004.75

	

6.3%

	

32,852.69

	

6.5%

	

92,150.78

	

6.3%

	

31,666.08

	

6.7%

	

27,840.51

	

6.2%

	

25,498.99

	

5.9%

	

85,005.58

	

6.3%

	

24,754.70

	

5.8%

	

23,298.52

	

5.6%

	

22,896.57

	

5.4%

	

70,949.79

	

5.6%

	

324,644.82

	

6.1%


	

Beer

	

28,272.00

	

7.5%

	

30,186.00

	

7.6%

	

37,972.00

	

7.7%

	

96,430.00

	

7.6%

	

35,534.00

	

7.8%

	

38,938.00

	

7.7%

	

38,342.72

	

7.6%

	

112,814.72

	

7.7%

	

35,307.50

	

7.5%

	

31,419.00

	

6.9%

	

29,823.00

	

6.9%

	

96,549.50

	

7.1%

	

31,031.50

	

7.3%

	

29,038.00

	

7.0%

	

26,668.50

	

6.3%

	

86,738.00

	

6.8%

	

392,532.22

	

7.3%


	

Wine

	

7,663.00

	

2.0%

	

7,938.00

	

2.0%

	

9,022.00

	

1.8%

	

24,623.00

	

1.9%

	

8,782.00

	

1.9%

	

9,987.00

	

2.0%

	

8,770.51

	

1.7%

	

27,539.51

	

1.9%

	

7,974.00

	

1.7%

	

8,473.00

	

1.9%

	

8,305.00

	

1.9%

	

24,752.00

	

1.8%

	

7,690.00

	

1.8%

	

7,247.00

	

1.7%

	

6,608.00

	

1.6%

	

21,545.00

	

1.7%

	

98,459.51

	

1.8%


	

Total
Sales

	

376,425.34
100.0%

	

396,032.92
100.0%

	

491,087.43
100.0%

	

1,263,545.69
100.0%

	

453,793.33
100.0%

	

505,003.00
100.0%

	

502,003.36
100.0%

	

1,460,799.69
100.0%

	

473,260.71
100.0%

	

452,261.50
100.0%

	

432,457.41
100.0%

	

 


1,357,979.62
100.0%

	

425,003.75
100.0%

	

417,754.32
100.0%

	

423,562.21
100.0%

	

1,266,320.28
100.0%

	

5,348,645.28
100.0%


	

Less NR
Discounts                         33,711.08

	

9.0%

	

33,431.80

	

8.4%

	

34,893.93

	

7.1%

	

102,036.81

	

8.1%

	

36,005.27

	

7.9%

	

37,293.22

	

7.4%

	

37,146.89

	

7.4%

	

110,445.38

	

7.6%

	

39,919.42

	

8.4%

	

38,319.23

	

8.5%

	

37,205.27

	

8.6%

	

115,443.92

	

8.5%

	

39,723.38

	

9.3%

	

36,293.94

	

8.7%

	

35,453.78

	

8.4%

	

111,471.10

	

8.8%

	

439,397.21

	

8.2%


	

Less Bev
Discounts  703.19

	

0.2%

	

794.00

	

0.2%

	

943.78

	

0.2%

	

2,440.97

	

0.2%

	

804.15

	

0.2%

	

1,023.65

	

0.2%

	

805.10

	

0.2%

	

2,632.90

	

0.2%

	

853.50

	

0.2%

	

806.26

	

0.2%

	

722.30

	

0.2%

	

2,382.06

	

0.2%

	

1,213.71

	

0.3%

	

869.42

	

0.2%

	

633.20

	

0.1%

	

2,716.33

	

0.2%

	

10,172.26

	

0.2%


	

Less Beer
Discounts                         3,852.32

	

1.0%

	

4,715.09

	

1.2%

	

4,564.17

	

0.9%

	

13,131.58

	

1.0%

	

4,488.78

	

1.0%

	

5,369.91

	

1.1%

	

5,136.50

	

1.0%

	

14,995.19

	

1.0%

	

5,515.95

	

1.2%

	

4,840.75

	

1.1%

	

4,595.59

	

1.1%

	

14,952.29

	

1.1%

	

5,301.00

	

1.2%

	

3,583.42

	

0.9%

	

3,592.02

	

0.8%

	

12,476.44

	

1.0%

	

55,555.50

	

1.0%


	

Less Wine
Discounts                         1,022.00

	

0.3%

	

1,285.30

	

0.3%

	

1,015.00

	

0.2%

	

3,322.30

	

0.3%

	

1,161.20

	

0.3%

	

1,123.00

	

0.2%

	

977.30

	

0.2%

	

3,261.50

	

0.2%

	

926.04

	

0.2%

	

1,155.90

	

0.3%

	

1,276.00

	

0.3%

	

3,357.94

	

0.2%

	

1,284.77

	

0.3%

	

972.13

	

0.2%

	

962.50

	

0.2%

	

3,219.40

	

0.3%

	

13,161.14

	

0.2%


	

Discounts                           39,288.59

	

10.4%

	

40,226.19

	

10.2%

	

41,416.88

	

8.4%

	

120,931.66

	

9.6%

	

42,459.40

	

9.4%

	

44,809.78

	

8.9%

	

44,065.79

	

8.8%

	

131,334.97

	

9.0%

	

47,214.91

	

10.0%

	

45,122.14

	

10.0%

	

43,799.16

	

10.1%

	

136,136.21

	

10.0%

	

47,522.86

	

11.2%

	

41,718.91

	

10.0%

	

40,641.50

	

9.6%

	

129,883.27

	

10.3%

	

518,286.11

	

9.7%


	

Total
Revenue                          337,136.75

	

89.6%

	

355,806.73

	

89.8%

	

449,670.55

	

91.6%

	

1,142,614.03

	

90.4%

	

411,333.93

	

90.6%

	

460,193.22

	

91.1%

	

457,937.57

	

91.2%

	

1,329,464.72

	

91.0%

	

426,045.80

	

90.0%

	

407,139.36

	

90.0%

	

388,658.25

	

89.9%

	

1,221,843.41

	

90.0%

	

377,480.89

	

88.8%

	

376,035.41

	

90.0%

	

382,920.71

	

90.4%

	

1,136,437.01

	

89.7%

	

4,830,359.17

	

90.3%


	

Cost of
Revenue:


Food                         54,742.52

	
 


 


19.2%

	
 


 


56,765.28

	
 


 


18.8%

	
 


 


70,021.03

	
 


 


18.5%

	
 


 


181,528.83

	
 


 


18.8%

	
 


 


65,218.98

	
 


 


18.8%

	
 


 


74,771.33

	
 


 


19.3%

	
 


 


74,431.92

	
 


 


19.3%

	
 


 


214,422.23

	
 


 


19.2%

	
 


 


73,269.28

	
 


 


20.4%

	
 


 


68,765.42

	
 


 


19.9%

	
 


 


64,098.42

	
 


 


19.3%

	
 


 


206,133.12

	
 


 


19.9%

	
 


 


68,596.62

	
 


 


21.3%

	
 


 


67,132.94

	
 


 


20.9%

	
 


 


67,553.92

	
 


 


20.4%

	
 


 


203,283.48

	
 


 


20.8%

	
 


 


805,367.66

	
 


 


19.7%


	

Soft
Beverage                          7,955.26

	

37.0%

	

7,234.91

	

32.2%

	

10,189.58

	

33.8%

	

25,379.75

	

34.3%

	

8,742.99

	

33.0%

	

9,854.25

	

31.8%

	

10,623.46

	

33.1%

	

29,220.70

	

32.6%

	

9,701.59

	

31.5%

	

8,913.38

	

33.0%

	

8,245.85

	

33.3%

	

26,860.82

	

32.5%

	

7,827.02

	

33.2%

	

7,256.21

	

32.4%

	

7,841.67

	

35.2%

	

22,924.90

	

33.6%

	

104,386.17

	

33.2%


	

Beer                          7,274.78

	

29.8%

	

7,543.66

	

29.6%

	

9,386.09

	

28.1%

	

24,204.53

	

29.1%

	

9,086.89

	

29.3%

	

9,358.34

	

27.9%

	

8,563.27

	

25.8%

	

27,008.50

	

27.6%

	

7,868.42

	

26.4%

	

7,232.76

	

27.2%

	

7,048.72

	

27.9%

	

22,149.90

	

27.1%

	

7,284.72

	

28.3%

	

7,500.66

	

29.5%

	

6,432.06

	

27.9%

	

21,217.44

	

28.6%

	

94,580.37

	

28.1%


	

Wine                          2,253.52

	

33.9%

	

2,149.70

	

32.3%

	

2,158.82

	

27.0%

	

6,562.04

	

30.8%

	

2,462.20

	

32.3%

	

2,637.66

	

29.8%

	

2,287.57

	

29.4%

	

7,387.43

	

30.4%

	

2,246.52

	

31.9%

	

2,205.45

	

30.1%

	

2,326.14

	

33.1%

	

6,778.11

	

31.7%

	

2,361.67

	

36.9%

	

2,270.52

	

36.2%

	

1,809.94

	

32.1%

	

6,442.13

	

35.2%

	

27,169.71

	

31.9%


	

Cost of Goods
Sold

	

72,226.08

	

21.4%

	

73,693.55

	

20.7%

	

91,755.52

	

20.4%

	

237,675.15

	

20.8%

	

85,511.06

	

20.8%

	

96,621.58

	

21.0%

	

95,906.22

	

20.9%

	

278,038.86

	

20.9%

	

93,085.81

	

21.8%

	

87,117.01

	

21.4%

	

81,719.13

	

21.0%

	

261,921.95

	

21.4%

	

86,070.03

	

22.8%

	

84,160.33

	

22.4%

	

83,637.59

	

21.8%

	

253,867.95

	

22.3%

	

1,031,503.91

	

21.4%


	

Gross
Profit

	

264,910.67

	

78.6%

	

282,113.18

	

79.3%

	

357,915.03

	

79.6%

	

904,938.88

	

79.2%

	

325,822.87

	

79.2%

	

363,571.64

	

79.0%

	

362,031.35

	

79.1%

	

1,051,425.86

	

79.1%

	

332,959.99

	

78.2%

	

320,022.35

	

78.6%

	

306,939.12

	

79.0%

	

959,921.46

	

78.6%

	

291,410.86

	

77.2%

	

291,875.08

	

77.6%

	

299,283.12

	

78.2%

	

882,569.06

	

77.7%

	

3,798,855.26

	

78.6%


	

Operating Expense:
Salaries

	

 

 


 


42,843.70

	

 

 


 


12.7%

	

 

 


 


39,275.08

	

 

 


 


11.0%

	

 

 


 


44,785.99

	

 

 


 


10.0%

	

 

 


 


126,904.77

	

 

 


 


11.1%

	

 

 


 


45,734.70

	

 

 


 


11.1%

	

 

 


 


47,959.69

	

 

 


 


10.4%

	

 

 


 


40,725.11

	

 

 


 


8.9%

	

 

 


 


134,419.50

	

 

 


 


10.1%

	

 

 


 


50,668.74

	

 

 


 


11.9%

	

 

 


 


54,033.80

	

 

 


 


13.3%

	

 

 


 


42,637.93

	

 

 


 


11.0%

	

 

 


 


147,340.47

	

 

 


 


12.1%

	

 

 


 


32,509.91

	

 

 


 


8.6%

	

 

 


 


40,766.60

	

 

 


 


10.8%

	

 

 


 


50,718.40

	

 

 


 


13.2%

	

 

 


 


123,994.91

	

 

 


 


10.9%

	

 

 


 


532,659.65

	

 

 


 


11.0%


	

Wages

	

78,813.21

	

23.4%

	

76,340.64

	

21.5%

	

83,923.41

	

18.7%

	

239,077.26

	

20.9%

	

75,070.67

	

18.3%

	

82,537.79

	

17.9%

	

87,666.51

	

19.1%

	

245,274.97

	

18.4%

	

81,049.42

	

19.0%

	

65,338.82

	

16.0%

	

67,410.01

	

17.3%

	

213,798.25

	

17.5%

	

77,822.36

	

20.6%

	

75,591.10

	

20.1%

	

64,022.04

	

16.7%

	

217,435.50

	

19.1%

	

915,585.98

	

19.0%


	

P/R
Taxes

	

9,829.94

	

2.9%

	

9,771.33

	

2.7%

	

10,226.69

	

2.3%

	

29,827.96

	

2.6%

	

9,828.66

	

2.4%

	

14,819.71

	

3.2%

	

10,414.59

	

2.3%

	

35,062.96

	

2.6%

	

10,098.86

	

2.4%

	

9,085.30

	

2.2%

	

8,308.63

	

2.1%

	

27,492.79

	

2.3%

	

7,981.86

	

2.1%

	

12,684.55

	

3.4%

	

8,668.67

	

2.3%

	

29,335.08

	

2.6%

	

121,718.79

	

2.5%


	

Packaging

	

10,000.20

	

3.0%

	

9,504.68

	

2.7%

	

11,812.80

	

2.6%

	

31,317.68

	

2.7%

	

10,860.71

	

2.6%

	

12,299.79

	

2.7%

	

12,312.36

	

2.7%

	

35,472.86

	

2.7%

	

10,486.63

	

2.5%

	

11,125.88

	

2.7%

	

10,835.76

	

2.8%

	

32,448.27

	

2.7%

	

10,821.89

	

2.9%

	

11,075.82

	

2.9%

	

9,571.69

	

2.5%

	

31,469.40

	

2.8%

	

130,708.21

	

2.7%


	

Discounts

	

8,864.53

	

2.6%

	

8,791.40

	

2.5%

	

8,994.15

	

2.0%

	

26,650.08

	

2.3%

	

9,233.98

	

2.2%

	

9,746.34

	

2.1%

	

9,557.64

	

2.1%

	

28,537.96

	

2.1%

	

9,821.63

	

2.3%

	

9,418.25

	

2.3%

	

9,164.19

	

2.4%

	

28,404.07

	

2.3%

	

9,785.18

	

2.6%

	

8,610.05

	

2.3%

	

8,408.15

	

2.2%

	

26,803.38

	

2.4%

	

110,395.49

	

2.3%


	

Cash
+/-

	

79.25

	

0.0%

	

132.07

	

0.0%

	

(195.19)

	

0.0%

	

16.13

	

0.0%

	

(134.46)
0.0%

	

(72.43)
0.0%

	

90.77

	

0.0%

	

(116.12)

	

0.0%

	

(71.84)

	

0.0%

	

62.08

	

0.0%

	

98.12

	

0.0%

	

88.36

	

0.0%

	

(97.76)
0.0%

	

145.36

	

0.0%

	

(42.25)
0.0%

	

5.35

	

0.0%

	

(6.28)

	

0.0%


	

Repairs &
Maintenance

	

23.64

	

0.0%

	

556.65

	

0.2%

	

362.38

	

0.1%

	

942.67

	

0.1%

	

1,594.03

	

0.4%

	

295.00

	

0.1%

	

823.01

	

0.2%

	

2,712.04

	

0.2%

	

1,091.91

	

0.3%

	

1,851.07

	

0.5%

	

1,093.48

	

0.3%

	

4,036.46

	

0.3%

	

1,744.15

	

0.5%

	

-

	

0.0%

	

1,982.15

	

0.5%

	

3,726.30

	

0.3%

	

11,417.47

	

0.2%


	

Linen

	

2,036.46

	

0.6%

	

2,049.65

	

0.6%

	

1,863.63

	

0.4%

	

5,949.74

	

0.5%

	

1,866.88

	

0.5%

	

1,934.92

	

0.4%

	

1,745.87

	

0.4%

	

5,547.67

	

0.4%

	

1,815.51

	

0.4%

	

1,668.87

	

0.4%

	

1,600.49

	

0.4%

	

5,084.87

	

0.4%

	

1,973.38

	

0.5%

	

1,383.63

	

0.4%

	

1,576.38

	

0.4%

	

4,933.39

	

0.4%

	

21,515.67

	

0.4%


	

Cleaning
Supplies

	

2,378.00

	

0.7%

	

2,016.21

	

0.6%

	

1,832.47

	

0.4%

	

6,226.68

	

0.5%

	

2,057.09

	

0.5%

	

2,518.17

	

0.5%

	

2,546.76

	

0.6%

	

7,122.02

	

0.5%

	

2,133.15

	

0.5%

	

1,941.55

	

0.5%

	

3,044.20

	

0.8%

	

7,118.90

	

0.6%

	

2,810.99

	

0.7%

	

2,407.39

	

0.6%

	

1,441.53

	

0.4%

	

6,659.91

	

0.6%

	

27,127.51

	

0.6%


	

Operating
Supplies

	

3,060.44

	

0.9%

	

3,068.83

	

0.9%

	

3,105.48

	

0.7%

	

9,234.75

	

0.8%

	

3,126.47

	

0.8%

	

3,768.03

	

0.8%

	

4,404.84

	

1.0%

	

11,299.34

	

0.8%

	

3,209.62

	

0.8%

	

3,740.67

	

0.9%

	

3,678.56

	

0.9%

	

10,628.85

	

0.9%

	

3,711.65

	

1.0%

	

3,480.65

	

0.9%

	

3,448.25

	

0.9%

	

10,640.55

	

0.9%

	

41,803.49

	

0.9%


	

Insurance

	

5,019.48

	

1.5%

	

5,019.48

	

1.4%

	

5,019.48

	

1.1%

	

15,058.44

	

1.3%

	

5,019.48

	

1.2%

	

9,133.92

	

2.0%

	

9,133.92

	

2.0%

	

23,287.32

	

1.8%

	

9,133.92

	

2.1%

	

9,133.92

	

2.2%

	

9,133.92

	

2.4%

	

27,401.76

	

2.2%

	

9,133.92

	

2.4%

	

9,133.92

	

2.4%

	

9,133.92

	

2.4%

	

27,401.76

	

2.4%

	

93,149.28

	

1.9%


	

Utilities

	

13,969.93

	

4.1%

	

13,758.11

	

3.9%

	

12,891.51

	

2.9%

	

40,619.55

	

3.6%

	

14,012.92

	

3.4%

	

14,274.27

	

3.1%

	

14,872.41

	

3.2%

	

43,159.60

	

3.2%

	

16,088.54

	

3.8%

	

15,633.65

	

3.8%

	

16,186.16

	

4.2%

	

47,908.35

	

3.9%

	

14,248.33

	

3.8%

	

12,658.74

	

3.4%

	

12,779.50

	

3.3%

	

39,686.57

	

3.5%

	

171,374.07

	

3.5%


	

Rent &
CAM

	

48,350.38

	

14.3%

	

48,701.75

	

13.7%

	

51,916.52

	

11.5%

	

148,968.65

	

13.0%

	

51,916.52

	

12.6%

	

51,916.52

	

11.3%

	

50,193.46

	

11.0%

	

154,026.50

	

11.6%

	

51,509.43

	

12.1%

	

52,069.93

	

12.8%

	

52,069.93

	

13.4%

	

155,649.29

	

12.7%

	

52,069.93

	

13.8%

	

52,069.93

	

13.8%

	

52,419.93

	

13.7%

	

156,559.79

	

13.8%

	

615,204.23

	

12.7%


	

Credit Card
Fees

	

11,777.47

	

3.5%

	

9,529.72

	

2.7%

	

9,757.34

	

2.2%

	

31,064.53

	

2.7%

	

12,641.41

	

3.1%

	

11,659.91

	

2.5%

	

12,156.56

	

2.7%

	

36,457.88

	

2.7%

	

12,097.08

	

2.8%

	

11,644.41

	

2.9%

	

10,290.31

	

2.6%

	

34,031.80

	

2.8%

	

11,223.19

	

3.0%

	

9,947.87

	

2.6%

	

10,924.78

	

2.9%

	

32,095.84

	

2.8%

	

133,650.05

	

2.8%


	

Advertising/Promotions

	

10,464.75

	

3.1%

	

10,824.24

	

3.0%

	

13,736.67

	

3.1%

	

35,025.66

	

3.1%

	

12,878.75

	

3.1%

	

14,190.06

	

3.1%

	

13,788.70

	

3.0%

	

40,857.51

	

3.1%

	

13,147.82

	

3.1%

	

12,444.40

	

3.1%

	

11,822.47

	

3.0%

	

37,414.69

	

3.1%

	

11,324.07

	

3.0%

	

11,270.60

	

3.0%

	

11,477.86

	

3.0%

	

34,072.53

	

3.0%

	

147,370.39

	

3.1%


	

Delivery
Fees

	

3,370.30

	

1.0%

	

4,284.82

	

1.2%

	

7,023.01

	

1.6%

	

14,678.13

	

1.3%

	

6,140.80

	

1.5%

	

7,373.10

	

1.6%

	

7,265.23

	

1.6%

	

20,779.13

	

1.6%

	

7,020.09

	

1.6%

	

7,289.06

	

1.8%

	

9,802.12

	

2.5%

	

24,111.27

	

2.0%

	

9,664.68

	

2.6%

	

9,674.97

	

2.6%

	

11,504.10

	

3.0%

	

30,843.75

	

2.7%

	

90,412.28

	

1.9%


	

Misc.
Expense

	

469.00

	

0.1%

	

109.00

	

0.0%

	

83.80

	

0.0%

	

661.80

	

0.1%

	

140.38

	

0.0%

	

181.82

	

0.0%

	

6,753.22

	

1.5%

	

7,075.42

	

0.5%

	

79.16

	

0.0%

	

89.55

	

0.0%

	

96.14

	

0.0%

	

264.85

	

0.0%

	

158.32

	

0.0%

	

185.72

	

0.0%

	

950.79

	

0.2%

	

1,294.83

	

0.1%

	

9,296.90

	

0.2%


	

Store Operating
Exp.

	

251,350.68

	

74.6%

	

243,733.66

	

68.5%

	

267,140.14

	

59.4%

	

762,224.48

	

66.7%

	

261,988.99

	

63.7%

	

284,536.61

	

61.8%

	

284,450.96

	

62.1%

	

830,976.56

	

62.5%

	

279,379.67

	

65.6%

	

266,571.21

	

65.5%

	

257,272.42

	

66.2%

	

803,223.30

	

65.7%

	

256,886.05

	

68.1%

	

261,086.90

	

69.4%

	

258,985.89

	

67.6%

	

776,958.84

	

68.4%

	

3,173,383.18

	

65.7%


	

Benefit to Noble
Roman's, Inc.

	

13,559.99

	

4.0%

	

38,379.52

	

10.8%

	

90,774.89

	

20.2%

	

142,714.40

	

12.5%

	

63,833.88

	

15.5%

	

79,035.03

	

17.2%

	

77,580.39

	

16.9%

	

220,449.30

	

16.6%

	

53,580.32

	

12.6%

	

53,451.14

	

13.1%

	

49,666.70

	

12.8%

	

156,698.16

	

12.8%

	

34,524.81

	

9.1%

	

30,788.18

	

8.2%

	

40,297.23

	

10.5%

	

105,610.22

	

9.3%

	

625,472.08

	

12.9%







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 


*The
form of reporting set forth above is subject to modification as may
be reasonably required by the Agent and incremental detail as
reasonably requested by the Agent




 








 





 


Exhibit
4.3(d) to


Senior
Secured Promissory Note and Warrant Purchase Agreement Form of
Compliance Certificate



[                     

], 20[ ]






 


Corbel
Capital Partners SBIC, L.P., as Agent


c/o
Corbel Structured Equity Partners 11777 San Vicente Blvd., Suite
777 Los Angeles, CA 90049


Attn:
Michael H. Jones


E-mail:
michael@corbelcap.com

 


 


This
Compliance Certificate is given pursuant to Section 4.3(d) of that certain
Senior Secured Promissory Note and Warrant Purchase Agreement,
dated as of February 7, 2020 (as amended, restated, supplemented or
otherwise modified from time to time in accordance with its terms,
the “Agreement”), among NOBLE
ROMAN’S, INC., an Indiana corporation (the
“Issuer”), each
purchaser from time to time party thereto (collectively, the
“Purchasers” and
individually, a “Purchaser”), and CORBEL CAPITAL
PARTNERS SBIC, L.P., in its capacity as the administrative agent,
(the “Agent”)
for the Purchasers. All initially capitalized terms used but not
defined in this Compliance Certificate shall have the meanings
assigned to such terms in the Agreement.

 


 


THE
UNDERSIGNED HEREBY CERTIFIES THAT:

 


 




(1)

He/She is the duly
elected [Chief Financial Officer] of the Issuer.





 


 




(2)

Attached hereto as
Schedule 1 are the
Financial Statements and other information required by [Section
4.3(a)]/[Section 4.3(b)]/[ Section 4.3(c) ]/[Section 4.3(e)]] of
the Agreement for the [Fiscal Month]/[Fiscal Quarter]/[Fiscal Year]
of the Issuer ended as of _, 20 .





 


 




(3)

Such Financial
Statements are complete and correct and fairly present the
Issuer’s and its Subsidiaries’ financial condition and
results of operations for such period, in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence
of footnotes.





 


 




(4)

He/She has reviewed
the terms of the Agreement and has made, or has caused to be made
under his/her supervision, a detailed review of the transactions
and condition of the Issuer and its Subsidiaries during the
accounting period covered by such Financial
Statements.





 


 




(5)

To the best of
his/her knowledge after due and diligent inquiry, no Default or
Event of Default exists as of the date of this Compliance
Certificate, except as set forth below.








 








 





 




(6)

Schedule 2 attached hereto and
incorporated herein by this reference sets forth the financial data
and computations evidencing the Issuer’s compliance with the
covenants set forth in Section 5.13 of the Agreement, all of which
data and computations are true, complete and correct.





 


 


Described below are
the exceptions, if any, to Paragraph (5) above which list, in
detail, the nature of the condition or event, the period during
which it has existed and the action which Issuer has taken, are
taking, or propose to take with respect to each such condition or
event:


 


 

 


 


 

 


 


 

 


 


 

 


 

 


 

 


[Remainder of page
intentionally left blank]




 








 





 


This
Compliance Certificate, together with the Financial Statements
delivered concurrently herewith in support hereof, are made and
delivered as of the date first written above.

 


 



ISSUER:                                                                            

NOBLE ROMAN’S, INC.,






an
Indiana corporation


 


 



By:           

Name:






Title:




 








 





 



SCHEDULE 1 TO COMPLIANCE CERTIFICATE




 








 





 



SCHEDULE 2 TO COMPLIANCE CERTIFICATE




 








 





 


Schedule
1.1 To


Senior
Secured Promissory Note and Warrant Purchase Agreement Part (a)
– Note Commitment


 


 


Purchaser Commitment


 


Percentage of Total
Commitments



 


 

 



Corbel Capital
Partners SBIC, L.P. 

$8,000,000100%%
Total$8,000,000.00100.00%






 


 


Part
(b) – Warrant


 

 



Purchaser

 


 



Corbel Capital
Partners SBIC, L.P. 

Warrant for
2,250,000 shares of






Common
Stock


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 



DB2/
38095437.16                                                                 

Schedule
1.1








 








 





 


Schedule
3.1 To


Senior
Secured Promissory Note and Warrant Purchase Agreement Legal
Status


	

Note
Party

	

Type
of Organization

	

State
of Organization

	

Other
Qualified Jurisdictions


	

Noble
Roman’s, Inc.

	

Corporation

	

Indiana

	

None


	

RH
Roanoke, Inc.

	

Corporation

	

Indiana

	

None


	

Pizzaco,
Inc.

	

Corporation

	

Indiana

	

None







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


Schedule
3.1




 








 





 


Schedule
3.6(a) To


Senior
Secured Promissory Note and Warrant Purchase Agreement
Litigation

 


 



McFarling Foods, Inc. vs. Noble Roman's, Inc. Case No.
49D02-1909-CC-040626

 


 

 


McFarling Foods
sued Noble Roman’s in Marion Superior Court for $120,733.57
plus interest, attorneys fees and costs, alleging breach of
contract for refusal to pay for services rendered. Noble
Roman’s has entered an appearance by local attorney and asked
for an extension of time to respond. Noble Roman’s denies
that it owes the amounts requested. Noble Roman’s may agree
that it owes around $20,000 under the contract with McFarling
Foods.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


Schedule
3.6(a)




 








 





 


Schedule
3.6(c) To


Senior
Secured Promissory Note and Warrant Purchase Agreement Product
Liability


None.




 








 





 


Schedule
3.6(d) To


Senior
Secured Promissory Note and Warrant Purchase Agreement Information
Security

 


 

 


None.




 








 





 


Schedule
3.8(a) To


Senior
Secured Promissory Note and Warrant Purchase Agreement Ownership of
Note Parties


	

Note
Party

	


Ownership Interests



Authorized

	


Ownership Interests



Outstanding

	

Owners


	

Noble
Roman’s, Inc.

	

40,000,000
shares


Common
Stock

	

22,015,413
shares


Common
Stock*

	

*


	
 

	

5,000,000 shares
Preferred Stock

	

0
shares Preferred Stock

	
 


	

RH
Roanoke, Inc.

	

10,000,000
shares


Common
Stock

	

100
shares Common


Stock

	

Noble
Roman’s Inc.


(100%)


	

Pizzaco,
Inc.

	

1,000
shares


Common
Stock

	

105
shares Common


Stock

	

Noble
Roman’s Inc.


(100%)






 


 


* The
Issuer’s Common Stock is traded publicly on over-the-counter
markets. Accordingly, it can be difficult or impossible to know the
exact number of shares outstanding and the owners at any given
time. There were 22,015,413 shares of the Issuer’s Common
Stock outstanding as of November 10, 2019, as set forth in the
Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (“SEC”) November 14,
2019. As reported in the Issuer’s Proxy Statement on Schedule
14A filed with the SEC April 30, 2019, the largest shareholders of
the Issuer were Paul W. Mobley (16.2%), A. Scott Mobley (7.9%) and
Marcel Herbst (5.0%).


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 


Schedule
3.8(a)




 








 





 


Schedule
3.8(b) To


Senior
Secured Promissory Note and Warrant Purchase Agreement Ownership of
Subsidiaries


	

Note
Party

	

Subsidiary

	

Jurisdiction

	

Shares
and


Ownership


	

Noble
Roman’s, Inc.

	

RH
Roanoke, Inc.

	

Indiana
corporation

	

100
shares Common


Stock;
100% owned by the Issuer


	

Noble
Roman’s, Inc.

	

Pizzaco,
Inc.

	

Indiana
corporation

	

105
shares Common


Stock;
100% owned by the Issuer


	

RH
Roanoke, Inc.

	

None

	

N/A

	

N/A


	

Pizzaco,
Inc.

	

None

	

N/A

	

N/A







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 


Schedule
3.8(b)




 








 





 


 

 


Schedule
3.15 To


Senior
Secured Promissory Note and Warrant Purchase Agreement

 


 

 


Intellectual
Property

 


 


None.




 








 





 


 

 


Schedule
3.19 To


Senior
Secured Promissory Note and Warrant Purchase Agreement
Brokers


On the
Closing Date, brokers The London Manhattan Company will be paid a
2% success fee.




 








 





 


 

 


Schedule
3.20 To


Senior
Secured Promissory Note and Warrant Purchase Agreement

 


 

 


Material
Contracts

 


 


SOFO
Distribution Agreement




 








 





 


 

 


Schedule
3.25 To


Senior
Secured Promissory Note and Warrant Purchase Agreement Unit
Locations


Company-Owned Unit
Locations:

 


 


	

Location

	

Base
Rent

	

Common
Area Maintenance and Operating Costs


	

17409
Wheeler Rd, Westfield, IN 46074

	

$
8,490.00

	

$         4,881.31


	

6248
Whitestown Parkway, Whitestown, IN 46075

	

$
9,450.00

	

$         2,450.00


	

11715
Allisonville Rd, Fishers, IN 46038

	

$10,865.00

	

$         1,978.40


	

1438 W.
Main Street, Suite 101, Carmel, IN 46032

	

$11,773.00

	

$         3,306.65


	

5724 N.
Green Street, Brownsburg, IN 46112

	

$
9,800.00

	

$         1,662.50






 


 


Franchisees:


 


Please
see attached list.




 








 






2019
NOBLE ROMAN’S CURRENT FRANHCISEES


 

 


 


 


Christy
Seguin Christy Seguin 10016 110 Ave

 


Grande
Prairie, AB T8V 8L4


 

 


MCAC
Inc


David
Cottrell 3351 Arctic Blvd

 


Anchorage, AK
99503


 

 


IGA
Food Cache Gayle Larson


266
Richardson Hwy Delta Junction, AK 99737



 


 


 


Howers
IGA Lee Trout 209 Main St

 


Haines,
AK 99827


 

 


SOS
Value Mart Nancy Hyke

 


Mile
1.5 Keku Road Kake, AK 99830


 

 


Country
Foods Grocery Inc Gary Stroh

 


140 S
Willow St Ste A Kenai, AK 99611



 


 


 


Tatsuda's
Supermarket Inc Katherine Tatsuda

 


633
Stedman St


Ketchikan, AK
99901


 

 


Williams Inc Sandi
White

 


3816
Tongass Ave


Ketchikan, AK
99901


 

 


John
Gould & Son Josh Gould

 


7 Heart
Lake Drive King Cove, AK 99612



 


 


 


The
Trading Union IGA Barry Morrison


102 N
Nordic Dr Petersburg, AK 99833


 

 


Northstar Alaska
John Wagner


PO Box
69


Quinhagak, AK
99655


 

 


Hames
Corporation Paul Busby


1867
Halibut Point Rd. Sitka, AK 99835



 


 


 


Fairway
Market Tim Fairbanks PO Box 355

 


Skagway, AK
99840


 

 


Cubby's
Marketplace Greg Pearson

 


HC 89
Box 8581


Talkeetna, AK
99676


 

 


Bob's
IGA Bob Robbins 223 Brueger

 


Wrangell, AK
99929



 


 


 


Mallott's General
Store Larry Powell


PO Box
159

 


Yakutat, AK
99689


 

 


Mitchell Grocery
Corp Donna Dean


PO Box
370

 


Albertville, AL
35950


 

 


Mack
Johnson Mack Johnson 322 N 4th St Attalla, AL 35954



 


 


 


Fourth
Avenue Supermarket Gerard D'Alessandro Jr

 


528 4th
Ave N Bessemer, AL 35020


 

 


Belle
Foods LLC Dave Dettelbach 800 Lakeshore Pkwy

 


Birmingham, AL
35211


 

 


Piggly
Wiggly Brundidge Stanley Garrett

 


553 N
Main St Brundidge, AL 36010



 


 


 


A&R
Supermarket Inc Phillip Davis

 


11028
Hwy 25


Calera,
AL 35040


 

 


Piggly
Wiggly Sage Smoker PO Box 293

 


Camden,
AL 36726


 

 


Dadeville Foodland
Robert Renfroe 483 N Broadnax St

 


Dadeville, AL
36853



 


 


 


Wall
Street Markets LLC Adam Treadwell


1140
Montgomery Hwy


Dothan,
AL 36303


 

 


Gateway
Foods Inc Greg Waldrop


PO Box
687


Double
Springs, AL 35553


 

 


Jack's
Foodland #505 Larry Smith


5564
Hwy 55 E


Eva, AL
35621






 








 






 


Fairhope Marathon
Corp Mick Patel Shailav Sheth 8961 Fairhope Ave

 


Fairhope, AL
36532


 

 


Shop
& Save Wade Pierce

 


1806
Temple Ave N Fayette, AL 35555


 

 


Piggly
Wiggly Store #33, Inc. John Hanson

 


7401
Hwy 43


Florence, AL
35634



 


 


 


Fosters
Supermarket Gerry Griffin


13474
Hwy 11 S

 


Fosters, AL
35463


 

 


Frisco
City Market Jennie Cook


235 Hwy
21 By Pass Frisco City, AL 36445


 

 


Bruce's
Foodland Scottie Smith


202
Greenhill Blvd Ft Payne, AL 35967



 


 


 


Cash
Saver Doug Gregerson 272 N 3rd St

 


Gadsden, AL
35901


 

 


Dennis
Foodland Ronnie Perkins PO Box 160

 


Grant,
AL 35747


 

 


Piggly
Wiggly #41 Keith Taylor

 


P.O.
Box 316 Greensboro, AL 36744



 


 


 


Hackleburg Market
Wally Kemp

 


1515
Old Hackleburg Rd Hackleburg, AL 35564


 

 


Goar's
Big Star Super Market Tim Goar

 


2415
11th Ave


Haleyville, AL
35565


 

 


Piggly
Wiggly of Haleyville Ricky Hicks

 


P.O.
Box 618 Haleyville, AL 35565



 


 


 


Griner's Foodland
Chad Griner


PO Box
278


Hazel
Green, AL 35750


 

 


Headland IGA Inc
Keith Hidle 17990 US 431 N


Headland, AL
36345


 

 


Piggly
Wiggly #267 Joe Chesser


104
River Square Plaza Hueytown, AL 35020



 


 


 


Highway
5 Texaco Nandy Bhagat 1655 Highway 5

 


Jasper,
AL 35503


 

 


Teague's Piggly
Wiggly Phil Teague

 


337 9th
Ave SW Lafayette, AL 36862


 

 


McGehee
Road Super Foods Robert Renfroe

 


2905
McGehee Road


Montgomery, AL
36111



 


 


 


Mega
Meats Scott Scoggins 528 E Patton Ave

 


Montgomery, AL
36111


 

 


Renfroe's Foodland
Robert Renfroe


9168
Eastchase Parkway

 


Montgomery, AL
36117


 

 


JTM
Corporation Gil Milligan


US Hwy
80 W #C

 


Phenix
City, AL 36870



 


 


 


Hills
Foodland Johnny Hill 851 Park Rd

 


Pleasant Grove, AL
35127


 

 


Piggly
Wiggly #93 Jason Vinson

 


518 4th
Ave SE Red Bay, AL 35582


 

 


Piggly
Wiggly of Red Bay AL Inc Glen Vinson

 


PO Box
360


Red
Bay, AL 35582



 


 


 


Food
Valu Edward Ikard 21501 AL-79

 


Scottsboro, AL
35768


 

 


RK
Allen Oil Inc Ken Allen

 


PO
Drawer 456


Talladega, AL
35161


 

 


Torch
85 Travel Center LLS Akhil Patel

 


3903
County Road 53


Tuskegee, AL
36083



 


 


 


Piggly
Wiggly York Paul Latendress PO Box 217


York,
AL 36925


 

 


Knight's Grocery
Johnny Garcia


1701 W
DeWitt Henry Dr Beebe, AR 72012


 

 


Hays
Store Inc Amy Louise Gullic 200 E Main


Blytheville, AR
72315






 








 






 


Bill's
Food Center Wesley Burruss 5194 Hwy 367 N

 


Bradford, AR
72020


 

 


Hometown Grocery
Roger Hoskins

 


112 W
3rd


Hermitage, AR
71647


 

 


Tim's
Food Store Willie Hillburn 1109 Spruce St

 


Lewisville, AR
71845



 


 


 


Sherwood Wholesale
Ron Tillman


3190
Little Rock Rd Rose Bud, AR 72137


 

 


Harp's
Food Stores Inc John Clark


PO Box
48

 


Springdale, AR
72765


 

 


Dimum
Inc d/b/a Jade Super Foods Dean Mulloli


9217
Strong Hwy

 


Strong,
AR 71765



 


 


 


Bee's
Marketplace Mark Knudson 1725 S Central

 


Centennial Park, AZ
86021


 

 


Shannon
Capital Inc d/b/a Ditty's Kelly Flannery

 


4722 S
Pablo Pass Ct Gilbert, AZ 85297


 

 


Gordon's IGA #207
Norm Warren

 


PO Box
549


Kearny,
AZ 85137



 


 


 


Pro's
Ranch Market Jose Loera

 


1602 E
Roosevelt


Phoenix, AZ
85006


 

 


Thriftee Food &
Drug Justin Millar

 


755 S
Central Ave Safford, AZ 85546


 

 


Del Sol
Market #12 Jorge Urrea

 


1930
Juan Sanchez Blvd. San Luis, AZ 85349



 


 


 


Del Sol
Market Marcela Pazos


656 San
Luis Plaza Dr San Luis, AZ 85349


 

 


J &
J Stores, LLC d/b/a Food and Things Ronnie Jamil


4995 N.
Granite Reef Scottsdale, AZ 85251


 

 


Del Sol
Market Gina Salvido


29854
Los Angeles Ave Wellton, AZ 85356



 


 


 


Del Sol
Market Guadalupe Apodaca 367 W 16th St.

 


Yuma,
AZ 85364


 

 


Murphy's Market,
Inc. Don Rosebrook

 


785
Bayside Rd.


Arcata,
CA 95521


 

 


J.J.
Market, Inc. Gordon Foy

 


2792
Halycyon Rd.


Arroyo
Grande, CA 93420



 


 


 


Dillon
& Sons, Inc. Raj Dillon


35301
7th Standard Road Bakersfield, CA 93308


 

 


Rainbow
Market Jeremy Obedi 430 Baker St

 


Bakersfield, CA
93305


 

 


Rio
Ranch Market Zee Haifa


3317 W.
Ramsey

 


Banning, CA
92220



 


 


 


My-T-Fine Foods Inc
Kyle DeFoer

 


21919
Hwy 299 E


Bella
Vista, CA 96008


 

 


Ben
Lomond Market Christa Shananman 9440 Mill St.

 


Ben
Lomond, CA 95005


 

 


Doucette LLC d/b/a
Community Market Mark Doucette

 


PO Box
800


Big
Bear City, CA 92314



 


 


 


Carroll's Market
Dean Rossi

 


136 S.
Main St.


Big
Pine, CA 93513


 

 


Bishop
Market Ray Akari

 


2110 N
Main St Bishop, CA 93514


 

 


La-Colmena Market
Rene Teinado

 


1191 H
Street


Brawley, CA
92227



 


 


 


Handy
Market, Inc. Mark Arzoian


2514
West Magnolia Blvd. Burbank, CA 91505


 

 


Canyon
Lake Market Hanni Taha


31682
Railroad Canyon Rd Canyon Lake, CA 92587


 

 


KV Mart
Co David Beale


1245 E
Watson Center Rd Carson, CA 90745






 








 






 


Super
Toro Loco Daher Halum 68395 Ramon Rd

 


Cathedral City, CA
92234


 

 


Sandra
Parriott Sandra Parriott PO Box 10

 


Cedarville, CA
96104


 

 


Black
Pearl 98 Inc Narinder Singh

 


100 S
Chowchilla Blvd Chowchilla, CA 93610



 


 


 


Carnival
Supermarket Jihaan Barbat


870
Third Ave

 


Chula
Vista, CA 91911


 

 


Petro
Consultanting Eric Dransfield 3733 Main St

 


Chula
Vista, CA 91911


 

 


Sunny's
Market Malik Healu


449
Broadway St Chula Vista, CA 91910



 


 


 


Fresco
Supermarket Davis Lee

 


15233 E
Gale Ave


City of
Industry, CA 91745


 

 


Foods
Etc. Dennis Darling

 


15920
Lakeshore Dr.


Clearlake, CA
95422


 

 


Dan
Kuchman d/b/a I-5 Food Mart Dan Kuchman

 


25203
West Dorris Avenue Coalinga, CA 93210



 


 


 


Hillside Market
Dave Hill

 


28420
Yosemite Springs Pkwy Coarsegold, CA 93614


 

 


Super A
Foods Inc Raul Alvarez

 


7200
Dominion Circle


Commerce, CA
90040


 

 


Unified
Grocers Fred Ruehl 5200 Sheila St

 


Commerce, CA
90040



 


 


 


Solano
Market Dong Park


2191
Solano Way


Concord, CA
94520


 

 


Circle
K Stores, Inc. Joy Powell


495 E.
Rincon St., Ste. #150


Corona,
CA 92879


 

 


Irvine
Ranch Market David Wong


2651
Irvine Ave., Suite J 1 A Costa Mesa, CA 92627



 


 


 


Keith's
Family Food Center Mark Smith

 


P.O.
Box 575 Covelo, CA 95428


 

 


Goodwins Markets
David Grotewald PO Box 3269

 


Crestline, CA
92325


 

 


Cutler
Food Mart Yakoob Muhamed 40312 Rd 128

 


Cutler,
CA 93615



 


 


 


Jack's
Gas & Deli


Haitam
"Nathan" Mohamed 40312 Rd 128

 


Cutler,
CA 93615


 

 


State
Market KC Singh


1020
Cecil Ave

 


Delano,
CA 93215


 

 


J&S
Oil Enterprises LLC Akram Ali


24721
Gingerwood Diamond Bar, CA 91765



 


 


 


Parkers
Corner Harminder Bhogal 9305 Midway

 


Durham,
CA 95938


 

 


Mnts
Inc Sean Taat

 


633 W
Manchester Blvd Englewood, CA 90301


 

 


Valley
Max Supermarkets Sam Badrani

 


2040 E
Valley Pkwy Escondido, CA 92027



 


 


 


Waris
Enterprise, Inc. Rajinder Sandhu 7891 Mirabel Rd

 


Forestville, CA
95436


 

 


KP
International Market Larry Fults

 


10971
Olson Dr


Francho
Cordova, CA 95670


 

 


Frazier
Park Market Inc Jack Johnson

 


PO Box
2080


Frazier
Park, CA 93225



 


 


 


California Fresno
Investment Co. d/b/a Bad Bud's


D.W.
Ruschhaupt, Jr. 3242 E. Garrett Ave. Fresno, CA 93706


 

 


SDM
Bros Inc Gurcharan Singh 4811 E Butler Ave Fresno, CA
93727


 

 


Evergreen Markets,
Inc. Nathan Tucker


PO Box
298


Greenville, CA
95947






 








 






 


Klamath
Kingfisher Inc Erin Hillman

 


143
Davis Rd


Happy
Camp, CA 96039


 

 


Wiley's
Supermarket, Inc. Kenny Wiley

 


P.O.
Box 1000 Hayfork, CA 96041


 

 


Arrow
Petroleum Inc Paul Baskaron

 


636 W
Florida Ave Hemet, CA 92543



 


 


 


Wally's
Marketplace Wally Daoud


836
Palm Ave

 


Imperial Beach, CA
91932


 

 


R-Ranch
Markets Inc Nasser Shalabi 13985 E Live Oak Ave Irwindale, CA
91706


 

 


Sierra
Gateway Markets Mark Preston


13432
Sierra Way

 


Kernville, CA
93238



 


 


 


Los
Compadres Meat Market Marleny Merino

 


161 S
Main St


Lake
Elsinore, CA 92530


 

 


So Cal
Recreation, Inc. Charles Kinstler 22771 Centre Dr.

 


Lake
Forest, CA 92630


 

 


County
Fair Market, Inc. Mike Anderson

 


10415
Main St.


Lamont,
CA 93241



 


 


 


Family
Food Land Market, Inc. Mike Anderson

 


10415
Main St.


Lamont,
CA 93241


 

 


Farmer's Mart Normy
Mashhour

 


8202
Pearlblossom Hwy


Littlerock, CA
93543


 

 


Mar-Val
Food Stores Inc Nancy Worthy

 


856 N
Sacramento St Suite C Lodi, CA 95240



 


 


 


Lone
Pine Market Ray Akari


119 S
Main St


Lone
Pine, CA 93545


 

 


Fresco
Community Markets LLC Helena Jubany


5914
Monterey Rd. Los Angeles, CA 90042


 

 


Jons
International Marketplace Rose Bueno


5315
Santa Monica Blvd Los Angeles, CA 90029



 


 


 


Root 3
Corporation Veronica Diaz

 


4040 W
Washington Blvd Los Angeles, CA 90018


 

 


Sky's
Gourmet Family of Companies Mary Burrell

 


5408 W
Pico Blvd


Los
Angeles, CA 90019


 

 


Lucerne
Valley Market Bob Richards

 


PO Box
749


Lucerne
Valley, CA 92356



 


 


 


Ord
Market, Inc. Darryl Choates 2700 Imjin Road

 


Marina,
CA 93933


 

 


Pioneer
Market & Pharmacy Jason Dubberke


P.O.
Box 2128 Mariposa, CA 95338


 

 


Farmers
Market Place Sabrina Boggs


1912
Covillaud St

 


Marysville, CA
95901



 


 


 


Save
Mart Supermarkets Don Prince

 


PO Box
4278


Modesto, CA
95352


 

 


Magali
Morones Magali Morones 13806 McDonnel

 


Moreno
Valley, CA 92553


 

 


Spencer's Summer
Fresh Markets John Daly

 


2650
Main St


Morro
Bay, CA 93442



 


 


 


Sierra
Hills Market, Inc. Michael Croshaw

 


117 E.
Hwy 4


Murphys, CA
95247

 


 


North
Shore Sentry Larry Montgomery 2265 Hwy 20

 


Nice,
CA 95464


 

 


Anjels,
Inc. Sam Khalil

 


P.O.
Box 272


New
Cuyama, CA 93254

 


 


Parvinder Singh
Parvinder Singh 3840 Madison Ave

 


North
Highland, CA 95660


 

 


Newport
Bay Liquor, Inc. d/b/a Bal Harbor Liquor

 


Harpreet Grewal 510
E. Balboa Blvd.


Newport
Beach, CA 92661

 


Gazzali's
Supermarket Corp. Mike Gazzali

 


7000
Bancroft Ave.


Oakland, CA
94605






 








 






 


Big O
Gas Deli & Grill Khaled Ahmed 12588 Ave 416

 


Orosi,
CA 93647


 

 


Collins
& Denny Corp Sam Hasroun

 


434
Plumas Ave


Oroville, CA
95965


 

 


Food
Express Gary Singh

 


671
Montgomery Street


Oroville, CA
95965



 


 


 


Lakeside Market Sue
Martin


5252
Olive Highway

 


Oroville, CA
95966


 

 


Oceana
Market Matt Eager


200
Eureka Square

 


Pacifica, CA
94044


 

 


Village
Center Market Mike Kridi


9508 E
Palmdale Blvd Palmdale, CA 93591



 


 


 


Stumps
Village Markets Dirk Stump

 


3770
Voltaire Ave. Point Loma, CA 92107


 

 


Guadalejara
Supermarkets Caterinna Bautista

 


566 E
Date Ave Porterville, CA 98257


 

 


Sierra
Minit Marts, Inc. Don Forrester

 


101 W.
Morten


Porterville, CA
93257



 


 


 


Daniel's OCM, Inc.
Ron Renner

 


1320
"D" St.


Ramona,
CA 92065

 


 


Tower
Energy d/b/a Tower Market Greg Lynch


1495
Lake Blvd.

 


Redding, CA
96003


 

 


Oak
Creek Market, Inc. Ron Renner

 


1320
"D" St.


Ramona,
CA 92065

 


 


Gerrards Markets
Tom Reingrover


705 W.
Cypress Ave. Redlands, CA 92373


 

 


Oak
Creek Market, Inc. d/b/a Daniels Market

 


Ron
Renner 1320 "D" St.


Ramona,
CA 92065

 


Delucchi's Market
Enrique Sanchez 3640 Florence St

 


Redwood
City, CA 94063



 


 


 


Redwood
Valley Market Inc Anthony Chehada

 


999
School Way


Redwood
Valley, CA 95470


 

 


Maxi
Foods Market Ignacio Enriquez 4050 University Ave

 


Riverside, CA
92501


 

 


Rama
Management Inc Raju Vatsavai

 


5720
Sycamore Canyon Blvd Riverside, CA 92507



 


 


 


Village
Market Nizzar Issa

 


PO Box
3470


Running
Springs, CA 92382


 

 


Arcade
Market Mandeep Kaur

 


3173
Marysville Blvd


Sacramento, CA
95815


 

 


Compton's Market
Marty Wong

 


4065
McKinley Blvd


Sacramento, CA
95819



 


 


 


Kings
Supermarket Sam Alkakos


400 E
El Camino Avenue Sacramento, CA 95815


 

 


Micnan
LLC d/b/a Tooley Oil Company David Tooley


1111
Exposition Blvd Suite 600


Sacramento, CA
95815


 

 


Viva
Supermarket Sean Loloee


4211
Norwood Ave


Sacramento, CA
95838



 


 


 


Ali
Family Inc Walid Ali

 


4600
Broadway


Salida,
CA 95368


 

 


Food
Bargain Market Jay Naoom

 


6261
Imperial Ave San Diego, CA 92114


 

 


Fresh
Garden Market Ricardo Hernandez 4291 Market St

 


San
Diego, CA 92102



 


 


 


Keil's
Food Stores Brian Hair


3015
Clairmont Dr. San Diego, CA 92117


 

 


Mi
Familia Supermarkets Fausto Gutierrez


420 S
Meadowbrook San Diego, CA 92114


 

 


Siesel's Meats
Robert Cababas 4131 Ashton St

 


San
Diego, CA 92109






 








 






 


Windmill Farms
Market Angie Martinez

 


6386
Del Cerro Blvd San Diego, CA 92120


 

 


Tresierras
Supermarkets Arturo R Tresierras

 


1160 N
Maclay Ave, Ste 200 San Fernando, CA 91340


 

 


Food
and Liquor World Steve Golchehreh

 


728
Post St.


San
Francisco, CA 94109



 


 


 


SJCC
Inc


Behrad
Dashti


32001
Camino Capistrano

 


San
Juan Capistrano, CA 92675


 

 


Marina
Supermarket Roban Saeed


2181
Doolittle Dr

 


San
Lendro, CA 94577


 

 


Blue
Star Market Inc Terry Konja


500 W
San Marcos Blvd Suite 100 San Marcos, CA 92069



 


 


 


Trag's
Market, Inc. Barbara Lentz

 


303
Baldwin Ave.


San
Mateo, CA 94401


 

 


Las
Montana's Market Tim Najib

 


13901
San Pablo Ave San Pablo, CA 94806


 

 


Marinwood Market
Jeanne Fitzgerald 155 Marinwood Ave San Rafael, CA
94903



 


 


 


Dyer
Fuel Inc


Nasser
(Nick) Noduoust 1351 E Dyer Rd

 


Santa
Ana, CA 92705


 

 


Shinder
Inc d/b/a S Mart Food Store Johnny Singh

 


811 N
Fairview St Santa Ana, CA 92073


 

 


Superior Grocers
Agustin Cabrera 15510 Carmenita Rd Santa Fe, CA 90670



 


 


 


Dave's
Market LLC David Berry


320 W
3rd St


Santa
Rosa, CA 95401


 

 


Vineyard Creek Gas
& Market, LLC Larry L. Wasem


414
Aviation Blvd. Santa Rosa, CA 95403


 

 


Don's
Market Don Brown 30250 Hwy 78


Santa
Ysabel, CA 92070



 


 


 


Scotts
Valley Market Ron Clement Jr

 


14
Victor Square


Scotts
Valley, CA 95066


 

 


Charon
Apple Market Paul Charon

 


111
Central Valley Hwy Shafter, CA 93263


 

 


Farmer's Sentry
Supermarket Ron Mancasola

 


4525
Shasta Dam Blvd Shasta Lake, CA 96019



 


 


 


El
Rancho Marketplace Greg King


2886
Mission Dr.

 


Solvang, CA
93463


 

 


Nielsen's Market,
Inc. Kim Jensen


608
Alamo Pintado Rd Solvang, CA 93463


 

 


PriceCo
Foods Randy Toy


13765
Mono Way

 


Sonora,
CA 95370



 


 


 


Lunardi's
Supermarket, Inc. Christopher Booth

 


432
North Canal St., Suite 22 South San Francisco, CA
94060


 

 


Valley
Farm Market, Inc. Robert Wainscott

 


9040
Campo Rd.


Spring
Valley, CA 91977


 

 


DMLS
d/b/a Susanville Supermarket Richard Barber

 


50
Grand Ave.


Susanville, CA
96130



 


 


 


Oil and
Water Pachanga Parkway LP Lawrence Kourie

 


30515
Temecula Pkwy


Temecula, CA
92592


 

 


Seaside
Market Frank Lopez

 


3801
Pacific Coast Hwy Torrance, CA 92505


 

 


Tower
Energy Group Gary DeFraga

 


1983 W
190th St., Ste. 100


Torrance, CA
90504



 


 


 


Island
Cove Abdo Nasser 150 4th St., Ste 1


Treasure Island, CA
94130


 

 


J&T, Inc. d/b/a
Pueblo Ranch Market Jamal Abuomar


14827
7th St.


Victorville, CA
92395


 

 


Big
Al's Market Corey Harges 422 Main St.


Wheatland, CA
95692






 








 






 


Shop N'
Save Market Yassen Ali

 


421 7th
Street


Williams, CA
95987


 

 


Castaneda's Market
Jose Castaneda

 


8465
Old Redwood Hwy Suite 601


Windsor, CA
95448


 

 


Nugget
Market, Inc. Kraig Brady

 


168
Court St.


Woodland, CA
95691



 


 


 


Skywood
Trading Post Taghreed Nasrah 17287 Skyline Blvd

 


Woodside, CA
94062


 

 


Mr
Paul's Market Vino Dewan


2255
Butte House Rd Yuba City, CA 95993


 

 


Hometown Food
Markets Ed Sowards


512
Main St

 


Antonito, CO
81120



 


 


 


Clark's
Market Brian Morrison

 


215 S
Monarch St, Ste G103 Aspen, CO 81611


 

 


The
Grocery Store Paul Peeples

 


381
Colorado Dr


Bayfield, CO
81122


 

 


Fairplay Markets
LLC d/b/a Prather's James Dean

 


PO Box
1554


Fairplay, CO
80440



 


 


 


Village
Market, Inc. Jim Schrock

 


P.O.
Box 459


Glenwood Springs,
CO 81602


 

 


Columbine Market,
Inc. Howard Tuthill

 


210
Crest Wood Dr. Gypsum, CO 81637


 

 


Reyman's Grocery
Tracy Reyman 100 S Main

 


Holly,
CO 81047



 


 


 


Charlie's Market
Deb Messier


PO Box
65


La
Veta, CO 81055


 

 


The
Country Store Nancy Chambers 916 N Hwy 149


Lake
City, CO 81235


 

 


Thaxton's Market
Brent Thaxton 117 Bent Ave


Las
Animas, CO 81054



 


 


 


Family
Food Town Kelly Myers

 


PO Box
760


Palisade, CO
81526


 

 


Ridgeway Mountain
Market Darin Hill

 


490
Sherman


Ridgeway, CO
81432


 

 


Sim's
Market Chris Forbes 3971 Big Horn Rd Vail, CO 81657



 


 


 


Suru
LLC d/b/a Ksk Foodmarket Sarveshwar Patel


141
Nott Hwy

 


Ashford, CT
06278

 


 

 


Ted's
Food Market Deborah McNary 127 Main St.


Hebron,
CT 06237


 

 


Bozzuto's, Inc.
d/b/a Adams Super Food Stores


David
Hess PO Box 486


Cheshire, CT
06410

 


Davis
IGA, Inc. Gary Davis

 


27 Kent
Green Blvd. Kent, CT 06757


 

 


Guilford Food
Center Ron Rosa


77
Whitfield St.

 


Guilford, CT
06437

 


 

 


Village
Market & Gas II LLC Vin DeRosa


903
Exeter Rd


Lebanon, CT
06749



 


 


 


Northford Stores
Nick Demos


1405
Middletown Ave Ste 6

 


Northford, CT
06472


 

 


Natures
Art Village Linda Phillips


1650
Route 85

 


Oakdale, CT
06370


 

 


Better
Val-U Surpermarkets Frank Bokoff


663
Norwich Rd

 


Plainfield, CT
06374



 


 


 


Tops
Markets John Salerno

 


887
Mariden Waterbury Rd Plantsville, CT 6479


 

 


K&L, Inc. of
Connecticut d/b/a Oliver's Supermarket

 


James
Noble


75
Waterbury Rd.


Prospect, CT
06712


 

 


Service
America Corporation, d/b/a Centerplate, Inc.

 


Rina
Teran, Legal Dept.

 


2187
Atlantic Street, 6th Floor Stamford, CT 06902






 








 






 


Tri-Town Foods Jack
Fitzpatrick

 


601
Norwich New London Turnpike Uncasville, CT 06360


 

 


MFV
Enterprises, Inc. Jim Magee

 


190
Weston Rd.


Weston,
CT 06883


 

 


Windham
IGA Rob Bounomano 422 Windham Rd.

 


Willimantic, CT
06226



 


 


 


Winsted
Supersaver, Inc. Wendy Lemieux


372
Main St.

 


Winsted, CT
06098


 

 


Capitol
Supermarket Doo Park


1231
11th St NW

 


Washington, DC
20001


 

 


Launch
Newark LLC Jason Avant


200
Interchange Blvd

 


Newark,
DE 19711



 


 


 


Delaware
Supermarkets Inc Chris Kenny

 


1600 W
Newport Pike Wilmington, DE 19804


 

 


Inversiones Her-la,
S.R.L. Leopoldo Gonzalez Lama Avenue 27

 


Santa
Domingo, DR


 

 


Hitchcock's Markets
Charles Benberry

 


15560
NW US Hwy 441 Ste 200


Alachua, FL
32615



 


 


 


Ramsey
Piggly Wiggly Rebecca DeVuyst 20118 W Central

 


Blountstown, FL
32424


 

 


Bonifay
IGA Chuck Dockery

 


507 S
Mathushek St Bonifay, FL 32425


 

 


Mixon
Fruit Farms Dean Mixon

 


2525
27th St E


Bradenton, FL
34208



 


 


 


The
Grocery Store Jared Thomas


35
Jefferson St


Chattahoochee, FL
32324


 

 


MJM
Food Stores #2 LLC Milan Patel


670
South County Road 419


Chuluota, FL
32766


 

 


Twin
Lakes Supermarket Inc Scott Hayles


1814 US
Hwy 90 W


DeFuniak Springs,
FL 32433



 


 


 


The
Village Grocer Tony Harmon

 


PO Box
4317


Dowling
Park, FL 32060


 

 


AMI 53
LLC


Syed
Ali

 


1300 NE
4th Ave


Fort
Lauderdale, FL 33304


 

 


Food
Depot #2 Rob Lewis

 


66
State Hwy 20 E


Freeport, FL
32439



 


 


 


Big
Bend Fuel Inc Chris Bruckner 6912 Big Bend Rd

 


Gibsonton, FL
33534

 


 

 


Fausto's Food
Palace, Inc. Alton Weekley


1105
White St.


Key
West, FL 33040


 

 


Leuenberger
Enterprises, Inc. Charlie Leuenberger


5355
Cotton St.

 


Graceville, FL
32440

 


 

 


Spires
IGA Mike Spires 610 SW 1st St


Lake
Butler, FL 32054


 

 


Team Z
Entertainment LLC d/b/a Rebounderz


David
Zorn

 


14985
Old St Augustine Rd Unit 123 Jacksonville, FL 32258

 


Malone
Foods IGA Ben White

 


PO Box
748


Malone,
FL 32445



 


 


 


Williamson's Food
Store Brian Williamson

 


840
FL-21


Melrose, FL
32666


 

 


B &
R Supermarket, Inc.` Max Milam

 


11 N.
Royal Poinciana Blved., Ste. 100 Miami Springs, FL
33166


 

 


Thuc
Empire Inc Thuc Trong Nguyen

 


1051 W
Sand Lake Rd Orlando, FL 32809



 


 


 


Big Top
Supermarket #2 Kenneth Shaw


1353
Coastal Hwy


Panacea, FL
32348


 

 


AMI 57
LLC d/b/a AMI 70 Food Mart Ali Hamid


700 W
23rd St Suite D29 Panama City, FL 32405


 

 


AMI 63
LLC d/b/a AMI 67 Food Mart Ali Hamid


3401
US-98 Bus


Panama
City, FL 32401






 








 






 


AMI
Stores Management Inc Ali Hamid

 


700 W
23rd St Suite 30D Panama City, FL 32405


 

 


Apple
Market Inc Cory Dull

 


1021
Scenic Hwy


Pensacola, FL
32503


 

 


Duren's
Piggly Wiggly John Clarrey

 


125 W
Hwy 98


Port
Saint Joe, FL 32456



 


 


 


Rebounderz-Midwest
LLC Al Palladino


605
Hickman Circle

 


Sanford, FL
32771


 

 


Mt
Plymouth IGA Nakul Patel 31431 N CR 435

 


Sorrento, FL
32776


 

 


Circle
K Stores, Inc. Elisa Goria


12911
Telecom Pkwy.

 


Tampa,
FL 33637



 


 


 


City
Discount Food Mart Mayank Patel

 


8925 N
Boulevard


Tampa,
FL 33604


 

 


Rich's
IGA David Rich

 


201 W
River Road Wewahitchka, FL 32465


 

 


Dorsey's
Supermarket Dorsey Holt

 


103
Brookside Dr


Adel,
GA 31620



 


 


 


Mike's
Country Stores Michael Rogers

 


1629
South Philema Rd Albany, GA 31701


 

 


Jay's
IGA Jay Williams

 


1022
Pierce St


Alma,
GA 31510


 

 


Mercado
Fresco LLC Lisa Reeves

 


4166
Buford Hwy, Box G3 Atlanta, GA 30345



 


 


 


Southwest Georgia
Oil Co. d/b/a Inland Michelle Weckstein


1711 E
Shotwel St Bainbridge, GA 39819


 

 


Dixie
Dandy IGA Walter H Goodman 1015 Dothan Rd


Banbridge, GA
39817


 

 


Freshway Markets -
Bryce Emory Inc Mike Howell


335
College Dr


Barnesville, GA
31008



 


 


 


Costcutter Nottley
Dam LLC Hitesh Patel

 


40 St
Hwy 325


Blairsville, GA
30512


 

 


Cairo
IGA


Troy
Singletary 110 2nd Ave SE Cairo, GA 39828


 

 


Rockdale Grocery
Inc Wendell (Scott) Lewis PO Box 1517

 


Conyers, GA
30012



 


 


 


Dennis
Barot d/b/a Your Supermarket Dennis Barot


605 B W
16th Ave Cordele, GA 31015


 

 


Fresh
Valu Foods Woo Lee


2626
Rainbow Way

 


Decatur, GA
30034


 

 


Piggly
Wiggly #173 Mike Stone


140 E
Broad St Doerun, GA 31744



 


 


 


McDaniel Grocery
Inc d/b/a Piggly Wiggly #287

 


Kevin
McDaniel 1000 S Tennille St


Donalsonville, GA
39845

 


J&J
Foods Tauna Rucker PO Box 977

 


Gainsville, GA
30503

 


 

 


Pitts
Bros Convenience Stores Dwayne Pitts


275 Hwy
19 South


Leesburg, GA
31763


 

 


Piggly
Wiggly #025 Kun Chon

 


3100
Washington Rd East Point, GA 30344

 


 


Convenience Stores,
Inc. d/b/a Piggly Wiggly

 


Bobby
Lavender 1010 E. 3rd St.


Jackson, GA
30233

 


Wayfield Foods Inc
Gregory Edenfield PO Box 1370


Lithia
Springs, GA 30122


 

 


Block N
Blade Butcher Shop, Inc. Donna Eskew

 


7433
Sput Springs Rd., Ste. 103 Flowery Branch, GA 30542

 


 


Market
Place - Piggly Wiggly Amyn Meghani

 


415 Lee
St


Jefferson, GA
30549

 


 


Thriftway Galaxy
Food Store Michael Grimes

 


178 S
Victory Dr Lyons, GA 30436






 








 






 


Foothills IGA Jeff
Downing

 


70
Foothills Pkwy Marble Hill, GA 30148


 

 


Gratis
Store Inc Jennifer Schwebel

 


1986
Emmett Doster Road Monroe, GA 30656


 

 


Hemrick's Super
Thrift Colon Hemrick

 


10
Franklin Rd


Newnan,
GA 30263



 


 


 


Nicholls IGA Andy
Thomason 101 N Liberty St

 


Nicholls, GA
31554


 

 


Wild
Animal Safari, Inc. James Meikle


P.O.
Box 1197

 


Pine
Mountain, GA 31822


 

 


Roberta
Piggly Wiggly Jim Owenby


490 E
Crusselle St Roberta, GA 31078



 


 


 


Dills
Food City Inc Tracy Dilworth 721 Cook St

 


Royston, GA
30662


 

 


Red
& White Foods Mitch Jones

 


3310
Ogeechee Rd


Savannah, GA
31405


 

 


Piglet
Supermarkets, Inc. Thomas "Bubba" Rogers 1053A Second
St.

 


Soperton, GA
30457



 


 


 


Suggs
Valley Fresh Market Todd Suggs

 


222
Central Ave


Trion,
GA 30753


 

 


Rubo's


Milton
Patrick 1627 Pine Street

 


Unadilla, GA
31091


 

 


Satilla
Grocery Inc Les Youmams 21300 Hwy 82 Ste A

 


Waynesville, GA
31566



 


 


 


Layan
and Suhaib Inc Ziad Abuziad


517
Midland Ave


Winder,
GA 30680


 

 


IGA
Woodbine Gunjan Patel 908 Georgia Ave


Woodbine, GA
31569


 

 


American Grocery
William Wong


148 E
Marine Drive Dededo, Guam 96929



 


 


 


Times
Supermarkets Chris Borden

 


3375
Koapaka St D-108 Honolulu, HI 96819


 

 


Island
Grocery Depot Jon Yasutake

 


PO Box
517


Kahului, HI
96733


 

 


Dahl's
Foods Kyra Eidbo

 


4343
Merle Hay Road Des Moines, IA 50310



 


 


 


Sandhu
Inc Harjit Chaudhary 630 SW 9th St

 


Des
Moines, IA 50309


 

 


Barnes
Foodland Michael Barnes 622 10th St

 


DeWitt,
IA 52742


 

 


Stokes
Market Steve Stokes 185 N. Main St.

 


Aberdeen, ID
83210



 


 


 


Kens
Food Market Sherrie Garner 548 Tyage Ave

 


American Falls, ID
83211


 

 


A&A
Market Kent Cummins PO Box 836

 


Arco,
ID 83213


 

 


Dave's
Market Dave Jacobson PO Box 744

 


Ashton,
ID 83420



 


 


 


Atkinson's Valley
Market Jim Carlson

 


PO Box
835


Bellevue, ID
83313


 

 


Kesler's Market Bob
Kesler

 


925 W
Bridge St Blackfoot, ID 83221


 

 


M&W
Markets Jim Tate

 


3310 S
Gekeler Lane Boise, ID 83706



 


 


 


Loveland's General
Store Blake Loveland


45 N
Superior St Cambridge, ID 83610


 

 


Adamson's Brent
Adamson PO Box 129


Carey,
ID 83320


 

 


Lamb's
Market Scott Lamb 1307 E Hwy 93 S


Challis, ID
83226






 








 






 


Village
Square Tonya Clifford PO Box 7070

 


Challis, ID
83226


 

 


Corner
Market Traci Stewart 412 E 1st St

 


Glenns
Ferry, ID 83623


 

 


Southside Market
Brock Lenz

 


PO Box
848


Glenns
Ferry, ID 83623



 


 


 


Cook's
Saul Cook


501
Main St

 


Gooding, ID
83330


 

 


Chappels Market
Gary Chappel 180 S. State St.

 


Hagerman, ID
83332


 

 


Bisharat Market
Rashid Bisharat 177 Main St

 


Inkom,
ID 83245



 


 


 


Robins
Roost Doug Drake

 


4150 N
Big Springs Loop Rd Island Park, ID 83429


 

 


Ivie's
Market Justin Ivie PO Box 366

 


Mackay,
ID 83251


 

 


Thomas
Market Jerry Thomas 170 S Main St Malad, ID 83252



 


 


 


Corey
Watson d/b/a Glenwood IGA Corey Watson

 


P.O.
Box 2079 Orofino, ID 83544


 

 


S&S
Foods Sammy Bhardwaj 501 S Main St Pierce, ID 83546


 

 


K&B
Kwik Stop Dave Kraning

 


150
Jefferson Ave


Pocatello, ID
83201



 


 


 


Nel's
Bi-Lo Barry Dutton 333 N 15th Ave


Pocatello, ID
83201


 

 


Floyd's
Harvest Foods Dan Akins


PO Box
545


Potlatch, ID
83855


 

 


Moldenhauer Inc
Mike Moldenhauer 618 North 2nd East Rexburg, ID 83440



 


 


 


Broulim's Super
Market, Inc. Robert Broulim

 


182 N.
State St. Rigby, ID 83442


 

 


Riggins
One Stop Kim Zolman

 


PO Box
466


Riggins, ID
83549


 

 


Saveway
Market Nathan Bills

 


PO Box
640


Salmon,
ID 83467



 


 


 


McGregor Stores
Brian McGregor 105 E. College

 


St.
Maries, ID 83861


 

 


Moody's
Market, Inc. Chester Schilling


40
Homer Dr.

 


St.
Maries, ID 83861


 

 


Star
Mercantile Justin Woods PO Box 39

 


Star,
ID 83669



 


 


 


Genesee
Food Centers Gary Collins

 


1803
Hwy 99


Troy,
ID 83871


 

 


Ridley's Family
Markets Lisa Koompin

 


621
Washington St. S. Twin Falls, ID 93301


 

 


Swensen's Markets,
Inc. Benjamin Swensen

 


115
Addison Ave. Twin Falls, ID 83301



 


 


 


S&W
Supermarket Gerald White

 


23 N
Main St Altamont, IL 62411


 

 


El Paso
Grande Jaime Rodriguez 634 E New York St Aurora, IL
60505


 

 


Stroemer Foods Inc
Michael J Stroemer 575 Rodgers St

 


Barry,
IL 62312



 


 


 


Beecher
City Foodliner Tim Fasnacht


107
Charles St Beecher City, IL 62414


 

 


CL
Quick Stop of Belvidere Kevin Olsen


1901 N
State St Belvidere, IL 61008


 

 


Tom's
Family of Stores Thomas J Schmutz 22310 E Webb Rd Bluford, IL
62814






 








 






 


Ludlum
Food Market Gary Ludlum

 


1001
Cole St


Bushnell, IL
61422


 

 


Village
Fresh Market Jerry Kosmetatos 350 Lake Marian Rd

 


Carpentersville, IL
60110


 

 


Kirby
Foods Inc Connie Alcorn

 


4102 B
Fieldstone Rd Champaign, IL 61822



 


 


 


Cermak
Fresh Market Dan Mondane


2701 W
North Ave Chicago, IL 60647


 

 


County
Fair Food Inc William Baffes


10800
South Western Ave Chicago, IL 60643


 

 


Fairplay Finer
Foods Billie Jo Palaggi 4640 S Halsted St Chicago, IL
60609



 


 


 


Happy
Foods William Tarant 6415 N Central

 


Chicago, IL
60646


 

 


One
Stop Foods Dennis Kaldis PO Box 53545

 


Chicago, IL
60653


 

 


Potash
Markets Peter Kryger

 


1525 N.
Clark Street Chicago, IL 60610



 


 


 


Rico
Fresh Market David Villegas 3552 W Armitage

 


Chicago, IL
60647


 

 


Country
Squire Foods Jeff Jaber

 


113 W
Joe Orr Rd


Chicago
Heights, IL 60411


 

 


Supermercado La
Chiquita Cermak Lulu Jimenez

 


4926 W
Cermak


Cicero,
IL 60650



 


 


 


Clinton
IGA, Inc. Michael Chapman 220 E. Van Buren St. Clinton, IL
61727


 

 


Eagle
Enterprise Inc Debra Mueller


110 S
Randolph St Coulterville, IL 62237


 

 


Narain
Gulebani Basheer Kaid 3401 E. Main


Danville, IL
61832



 


 


 


Decatur
Sparetime Lanes, Inc. Gary Haines

 


2870 N.
Jasper St. Decatur, IL 62526


 

 


Shop
& Save Market Rory Hancock

 


518
Metropolitan Way Des Plaines, IL 60016


 

 


Frey
Enterprises, Inc. Joe Frey

 


308 N.
Main St. Dupo, IL 62239



 


 


 


Save-A-Lot
Effingham Jeanette Gates


101
Keller Dr

 


Effingham, IL
62401


 

 


Eldorado Big John
Dan Doughty


PO Box
288

 


Eldorado, IL
62930


 

 


Dave's
Supermarket Mark Steffen


120 S
3rd St Fairbury, IL 61739



 


 


 


Farmer
City Market Nick Patel

 


404 S
Main St


Farmer
City, IL 61842


 

 


Tom's
Supermarket Richard Cashion

 


369
Market Place Drive Freeburg, IL 62243


 

 


Russell
Oil Company Leon Russell

 


PO Box
73


Galatia, IL
62935



 


 


 


Valli
Produce International Fresh Market

 


Joe
Delulio 155 North Ave


Glendale Heights,
IL 60139

 


Jacksonville County
Market Laurie Welsh

 


1255 W
Morton


Jacksonville, IL
62650


 

 


Greenup
IGA Brad Williams 201 Cumberland

 


Greenup, IL
62428

 


 


Lanark
Food Center Trushar Patel


113 N
Broad St Lanark, IL 61046


 

 


Tom
Hayes Tom Hayes

 


110 W
Quincy Box 494


Griggsville, IL
62340

 


 


Mike's
Market Mike Frost


133 N
Church St Louisville, IL 62858






 








 






 


D&S
Foods Mike Brand 120 Bluff St

 


Marseilles, IL
61341


 

 


Jambaa
Inc dba Kraemart Mike Kraemer

 


209 W
Cumberland


Martinsville, IL
62442


 

 


L&M
Grocery Leonard DeRousse PO Box 306

 


Martinsville, IL
62442



 


 


 


L&M
Grocery Leonard DeRousse 308 E Black St Martinsville, IL
62442


 

 


Mason
City IGA Jeff Ohney


201
West Elm

 


Mason
City, IL 62664


 

 


Mark's
My Store Larry Cowell 1512 Marion Ave

 


Mattoon, IL
61938



 


 


 


Food
Park Oleta Higginson

 


Route
14 W Randolph St McLeansboro, IL 62859


 

 


Cut
Mart


Ali
Abukhdair 201 Main St

 


Mound
City, IL 62963


 

 


Mt
Sterling IGA Steve Kremer

 


200 S
Pittsfield Rd Mt Sterling, IL 62353



 


 


 


Midway
Liquor and Tobacco Inc Greg Patel

 


2516
Veterans Memorial Dr Mt Vernon, IL 62864


 

 


Garden
Fresh Naperville Nir Mor

 


955 W
75th St Naperville, IL 60565


 

 


Neoga
IGA


Sandra
Szatkowski 186 W 6th St Neoga, IL 62447



 


 


 


JDM
Grocery, Inc. Jesse Mitsdarffer PO Box 287


Oakwood, IL
61858


 

 


Foodtown Ken Newton
26650 Hwy 3


Olive
Branch, IL 62969


 

 


Kaufman's SuperValu
Jim Kaufman


204 N
4th St Oregon, IL 61061



 


 


 


Paxton
IGA Craig Riecks

 


144
West Pells Street Paxton, IL 60957


 

 


Topway
Foods Jim Harrison 1205 Main St.

 


Pecatonica, IL
61063


 

 


Shree
Harikrupa, Inc. Navin Dodia

 


800 NE
Jefferson Avenue Peoria, IL 61603



 


 


 


Pulaski
Valu Mart Gary Showmaker PO Box 271

 


Pulaski, IL
62976


 

 


Red Bud
IGA Rebecca Carroll 1010 S Main St Red Bud, IL 62278


 

 


Kelley
Williamson Co Mark Long


1132
Harrison Ave

 


Rockford, IL
61104



 


 


 


Kirchoff Gas and
Food Mart Inc Ravi Harsoor

 


4200
Kirchoff Rd


Rolling
Meadow, IL 60008


 

 


Meehan's IGA #2 Tom
Meehan

 


PO Box
138


Roodhouse, IL
62082


 

 


Art's
Super Mart Inc Joseph Dewey

 


29 N
Eddy St Sandwich, IL 60548



 


 


 


KD
Market Thomas Kleszyk 1102 S Roselle Rd

 


Schaumburg, IL
60193


 

 


Seneca
Food Mart P Patel

 


271 S
Main St Seneca, IL 61360


 

 


Selex
LLC Jill Donovan

 


3327
Howard St


Skokie,
IL 60076



 


 


 


Spring
Valley Supermarket Robert Lee


117 S
Spaulding


Spring
Valley, IL 61362


 

 


Blue
Goose Market Matt Bank


300 S
2nd St


St
Charles, IL 60174


 

 


Wessel's Deli John
Wessel 101 E Main St


Teutopolis, IL
62467






 








 






 


Toledo
IGA Mark Talley

 


816
Courthouse Square


Toledo,
IL 62468


 

 


Toluca
IGA Mark Cherny

 


124 W
Santa Fe Ave Toluca, IL 61369


 

 


Trenton
IGA Bruce Becker 491 E Broadway

 


Trenton, IL
62293



 


 


 


Wayne
City Phillips 66 Darren Greenwalt 107 N Main

 


Wayne
City, IL 62895


 

 


Bellettini Foods
Kirk Bellettini 1085 S Water St

 


Wilmington, IL
60481


 

 


Grand
Food Center Tim Lichter


606
Greenbay Road

 


Winnetka, IL
60093



 


 


 


Worth
BP Inc Dipak Bhatt

 


10631
Southwest Hwy


Worth,
IL 60482


 

 


Albion
Village Foods Brian Zumbrun

 


605 S
Orange


Albion,
IN 46701


 

 


Harvest
Supermarkets, Inc. Don Murphy

 


915
Jackson St


Anderson, IN
46016



 


 


 


PARI,
Inc.


Dharmesh Patel 1340
E. S.R. 46

 


Batesville, IN
47006


 

 


RS Oil
Inc Raghbir Singh 333 Lincoln Ave

 


Bedford, IN
47421


 

 


Berkeley Finer
Foods Dennis D'Amato 5447 St Charles Rd Berkeley, IN
60163



 


 


 


Heri
Seven Inc Raj Patel


601 E
10th St Bloomington, IN 47408


 

 


Ram
Krupa Inc Niru Patel


9200 S
Old State Road 37


Bloomington, IN
47403


 

 


TyBen,
Inc. Brad Holmes 3890 W. 3rd St.


Bloomington, IN
47404



 


 


 


Posey's
Supermarket Richard Draeger

 


310 E
Locust St Booneville, IN 47601


 

 


Page's
Food Store William Kinley 120 S Forest Ave Brazil, IN
47834


 

 


Bellman
Oil Co Inc Jamie Bellman 550 E 2nd St Bremen, IN 46506



 


 


 


R&M
Food Markets Julie Ekstrom


501
South St

 


Brookston, IN
47923


 

 


Brownsburg BP Inc
Kamal Jit Singh


51
Hornaday Rd

 


Brownsburg, IN
46112


 

 


Family
Mart Ricky Singh


5726 N
State Road 67

 


Bruceville, IN
47516



 


 


 


Kaiser's
Supermarket Jeffrey Kaiser

 


PO Box
414


Butler,
IN 46721


 

 


Keywest, LLC Tameka
Arthur PO Box 310

 


Camby,
IN 46113


 

 


Laser
Flash, Inc. Peter Murphy

 


617
Third Ave. SW Carmel, IN 46032



 


 


 


Pavey's
Grocery Carthage John Pavey

 


12 N
Main


Carthage, IN
46115


 

 


Kemper's Market
Mark Kemper

 


424 N
State Street Chandler, IN 47610


 

 


Clayton
Petroleum Inc Kulwinder (Sonny) Singh 5871 Liberty
Parkway

 


Clayton, IN
46118



 


 


 


Scott
Oil Inc Brent Scott PO Box 385


Clinton, IN
47842


 

 


Raj and
Baj Corp. Rajwinder Kaur 1013 N. Main St.


Cloverdale, IN
46120


 

 


Goss
Grocery LLC Adam Goss


5418 S.
SR 109


Columbia City, IN
46725






 








 






 


Bigfoot
Food Stores, LLC


P.O.
Box 347 Columbus, IN 47202


 

 


Circle
K Midwest, LLC Jim King

 


4080 W.
Jonathan Moore Pike Columbus, IN 47201


 

 


Mahantlife Inc
Dhaval Kadaria 2601 State St

 


Columbus, IN
47201



 


 


 


NR
West, Inc. Stephen E. Shirar


4140
Jonathon Moore Pike Columbus, IN 47201


 

 


Ambishchambish
Three Inc Bobby Singh


3676
Western Ave

 


Connersville, IN
47331


 

 


Clarks
Eastside Market Rich Owen


1449 E
5th St Connersville, IN 47331



 


 


 


Covington Foods,
Inc. Brian Carlson

 


P.O.
Box 2061 Convington, IN 47932


 

 


Wise
Way Eugene Rosario

 


10839
Randolph St Crown Point, IN 46307


 

 


Park N
Shop David Rhodes

 


1105
Lake Shore Drive Culver, IN 46511



 


 


 


Wallman's Quality
Foods John McKean

 


123 E
Franklin


Delphi,
IN 46923


 

 


Boezeman Oil Co Inc
Dan Boezeman

 


4541
East State Road 10


Demotte, IN
46310


 

 


Stiles
& Simon Enterprises LLC Barry Stiles

 


12465
Glennview Dr


Derby,
IN 47525



 


 


 


Bawa
Petroleum Inc. d/b/a Bawa Food Mart


Kiranjit Bawa 22700
Old U.S. 20 E


Elkhart, IN
46516

 


C.E.
Taylor Oil, Inc. Chuck Taylor 10105 Hedden Rd

 


Evansville, IN
47725


 

 


Garden
Food Inc Ajmer (AJ) Singh 3011 R Belvedere Rd Elkhart, IN
46514

 


 


SVIB
LLC


Vishal
Modi

 


2910 N
Stockwell Rd Evansville, IN 47715


 

 


Brian
Sitzman Brian Sitzman 1222 N Main St


Evansville, IN
47711

 


 


Tiki
Hut LLC Randy Mathews

 


116 W
Washington St Fairmont, IN 46928



 


 


 


Strough's
Supermarket Johnny Singh


624 N
Madison


Fortville, IN
46040


 

 


Fountain City Food
and Fuel Inc Rammy Grewal


402 US
Hwy 27 N


Fountain City, IN
47341


 

 


BHI
Senior Living Inc Dan Carr


2209 St
Joe Center Rd Ft Wayne, IN 46825



 


 


 


Miller
K Market Ahmad Musleh 5019 US Hwy 12

 


Gary,
IN 46403


 

 


Floyd
Central IGA LLC Dennis Roudenbush 1042 N. Luther Rd.

 


Georgetown, IN
47122


 

 


B&B
Petro Inc Kiranjit Bawa

 


915 E
Kerchere Rd Goshen, IN 46526



 


 


 


Step
Saver, Inc. Crystal Marker


7349
Stone Mountain Road Gosport, IN 47333


 

 


AM
Family Grocery Amos Lengacher 18509 Hurshtown Rd

 


Grabill, IN
46741


 

 


Jaysainath, Inc.
Alex Patel


12760
Adams Rd.

 


Granger, IN
46530



 


 


 


Fair
Brothers Inc Sanjeev Chander

 


1207 S
Bloomington St Greencastle, IN 46135


 

 


Troy
Stanton & Scott Stanton Troy Stanton

 


1609 E
US Hwy 40


Greencastle, IN
46135


 

 


US
Petro Inc Sanjeev Chander

 


1207 S
Bloomington St Greencastle, IN 46135






 








 






 


Jonathan Byrd's
Food Service At Camp Atterbury LLC

 


John
Gerber PO Box 413


Greenwood, IN
46142

 


Strack
& Van Til Super Market, Inc. Sam VanTil


2244
45th St


Highland, IN
46322


 

 


Neathery
Enterprises, Inc. Brenda Neathery

 


PO Box
251


Greenwood, IN
46142

 


 


7405
Indy Corp. Thomas M. Collins, II 3592 N. Hobart Rd. Hobart, IN
46342


 

 


FC
Market Gabriel Carrillo 5600 S Sohl Ave

 


Hammond, IN
46320

 


 


Gateway
Triangle Corp. Thomas M. Collins, II PO Box 587

 


Hobart,
IN 46342



 


 


 


Johnson
Junction Inc d/b/a JJ's Megan Reckelhoff


2840
Guilford St


Huntington, IN
46750


 

 


AR 13
Inc


Ravi
Singh 7638 Acton Rd


Indianapolis, IN
46259


 

 


Emrich
Petroleum Inc Jay Singh


324 W
Morris St Unit B Indianapolis, IN 46225



 


 


 


Grace
Foods Inc d/b/a Safeway Corey Rowland

 


2153
Barth Ave


Indianapolis, IN
46203


 

 


Guru
Kirpa Petroleum Inc Harbhajan Bajwa

 


1368
Fortner Dr


Indianapolis, IN
46231


 

 


Indy Go
Gas & Convenience LLC Gavin Hart

 


3802 W
96th St


Indianapolis, IN
46268



 


 


 


Jack
Petroleum Inc Jack Singh


2411 W
16th St

 


Indianapolis, IN
46222


 

 


Jackson
Oil Lou Carter


1970
Kentucky Ave.

 


Indianapolis, IN
46221


 

 


Jathedar
Corporation Mike Singh


8010 S.
Madison Ave. Indianapolis, IN 46227



 


 


 


Kwick
Mart Inc Varinder Sahi 5405 W Bradbury

 


Indianapolis, IN
46241


 

 


Local
Marathon Inc Jay Singh

 


6429 S
Mooresville Rd Indianapolis, IN 46221


 

 


Marsh
Supermarkets, LLC Kent Tapley

 


9800
Crosspoint Blvd.


Indianapolis, IN
46256



 


 


 


MLCF,
Inc.


Mike
Farabaugh

 


P.O.
Box 47206 Indianapolis, IN 46247


 

 


Noble
Roman's Inc Paul Mobley

 


One
Virginia Ave., Ste. 300 Indianapolis, IN 46204


 

 


Pizzaco, Inc. Paul
Mobley

 


One
Virginia Ave., Ste. 800 Indianapolis, IN 46204



 


 


 


Post
Road Petroleum Inc Dave Singh


1007 N
Post Rd Indianapolis, IN 46219


 

 


Ramjo,
Inc. Monica Heath


1970
Kentucky Ave.


Indianapolis, IN
46221


 

 


Ray-Ron
Corporation Kevin Kelly


7201
West 10th St. Indianapolis, IN 46214



 


 


 


RFFS,
Inc.


Terry
Farabaugh 7044 Emblem Dr.

 


Indianapolis, IN
46237


 

 


Salhan,
LLC Dave Singh

 


4590 N.
Shadeland Ave. Indianapolis, IN 46226


 

 


Saraga
International Grocery Babu Pandit

 


3605
Commercial Dr


Indianapolis, IN
46222



 


 


 


SGPC,
LLC


Dave
Singh


3210 E
Thompson Rd Indianapolis, IN 46322


 

 


Ski
Petro Inc Sanjeev Chander


1215 S
Girls School Rd Indianapolis, IN 46231


 

 


Stig,
Inc.


Ryan P.
Stigleman 6479 Titania Drive

 


Indianapolis, IN
46236






 








 






 


Surinder Pal Singh
Surinder Pal Singh

 


1345
West Southport Road Indianapolis, IN 46217


 

 


Xpress
Pantry Inc Varinder Sahi 5405 W Bradbury

 


Indianapolis, IN
46241


 

 


YM Oil
Inc


Parminder (Harry)
Singh Malhi 2960 S Meridian St Indianapolis, IN 46225



 


 


 


Jamestown IGA Mike
Cook


33
Brush St

 


Jamestown, IN
46147


 

 


Houchens North
Foods Craig Knies


611
Bartley

 


Jasper,
IN 47546


 

 


H &
M Petroleum Inc Rick Singh


4013 S.
OO EW

 


Kokomo,
IN 46902



 


 


 


Kiran
Partners Inc Rick Singh

 


615 N
Washington


Kokomo,
IN 46901


 

 


MJ
Market LLC Gary Saggu

 


1201 E
Morgan St Kokomo, IN 46901


 

 


Rick
Singh Rick Singh

 


615 N
Washington


Kokomo,
IN 46901



 


 


 


Miller's Markets
Garry Miller

 


PO Box
240


Lagrange, IN
46761


 

 


Hazen
Enterprises LLC Anthony Hazen 67015 US 31 South

 


Lakeville, IN
46536


 

 


Bright
Market Dave Pinney

 


24072
State Line Rd Lawrenceburg, IN 47025



 


 


 


Guillaume's Store
Beverly Guillaume 12228 Indiana Street


Leopold, IN
47551


 

 


SN
Marathon LLC Narpinder Singh 1806 Cragmont St


Madison, IN
47250


 

 


Grass
Roots Capital Holdings Inc. Aaron Caudell


2210 N.
Huntington Rd. Marion, IN 46952



 


 


 


Horner's Butcher
Block Verlin Horner

 


825 E
30th St Marion, IN 46953


 

 


McClure
Oil Corp. Kelly McClure

 


PO Box
1750


Marion,
IN 46952


 

 


Martinsville Food
Mart LLC Shalinder Kular

 


390 E
Morgan St Martinsville, IN 46151



 


 


 


Lakeshore Food Corp
d/b/a Al's Supermarkets


Robert
Bline PO Box 737


Michigan City, IN
46360

 


60's
Eastside of Mitchell Inc Caylan Evans

 


282
IN-60


Mitchell, IN
47446


 

 


Forks
County Line Stores, Inc. Jeff James


508 E
Warren St Middlebury, IN 46540

 


 

 


Frabergs IGA Ken
Fraley


490 N.
Chestnut St. Monrovia, IN 46157


 

 


Shri
Gianeshay Namah, Inc. Bharat K. Patel


1408
Lincolnway East

 


Mishawaka, IN
46544

 


 

 


Baba
Budha Corp d/b/a Town Mart Paramjeet Guraya


249 W
Washington St Morgantown, IN 46160



 


 


 


Manny,
Inc James Cavaletto PO Box 445

 


Morristown, IN
46161


 

 


McKim's
IGA Larry Williams 1320 Main St.

 


Mt.
Vernon, IN 47620


 

 


Gagan
Petroleum Inc Avtar Singh


5302 N
Wheeling Ave Muncie, IN 47304



 


 


 


Royerton Foodmart
Inc Tejinder Toor

 


7910 N
State Road 3


Muncie,
IN 47303


 

 


Nashville Amoco
Steve Payne

 


P.O.
Box 1955 Nashville, IN 47448


 

 


Groceries By Joe
Joe Laureys

 


485 E
Michigan St


New
Carlisle, IN 46552






 








 






 


New
Quick Stop Food Center, Inc. Onkar Singh

 


68310
S.R. 15


New
Paris, IN 46553

 


 


JLG 3
Food Mart LLC Guljinder (Gary) Singh 765 N State St

 


North
Vernon, IN 47265


 

 


Meera
Vashi - Subway Meera Vashi

 


5522
Stacer Rd Suite B Newburgh, IN 47630

 


 


Orland
Mid Town Market Richard (Rick) Rogers 9474 W State Route
120

 


Orland,
IN 46776


 

 


Cicero
Petro Inc d/b/a Town Market #19

 


Jaswant
(Jessie) S Banwait 14126 Bergen Blvd


Noblesville, IN
46060

 


Gallion's
Supermarket, Inc. Norm Gallion


P.O.
Box 134 Orleans, IN 47452



 


 


 


SIYA,
Inc.


Kentan
Patel


645 N.
Buckeye St. Hwy. 421


Osgood,
IN 47037


 

 


Fellure
Foods Pauline Fellure PO Box 197


Otterbein, IN
47970


 

 


Paragon
Supermarket Darla Bryant


309
West Union Street Paragon, IN 46166



 


 


 


OO Gas
N Go Inc James Onken

 


7175 S
State Road 67


Pendleton, IN
46064


 

 


Wills
Market Donnie Smith Jr PO Box 32

 


Redkey,
IN 47373


 

 


Don
West Don West 6329 750 SW

 


Reelsville, IN
46171



 


 


 


Huffman's
Corporation Christina Huffman 8530 E US Hwy 36

 


Rockville, IN
47872


 

 


LLB 3
Food Mart LLC Guljinder (Gary) Singh 306 N Main St

 


Salem,
IN 47167


 

 


Holiday
Foods & Groceries, Inc. Russell Winkler


P.O.
Box 139

 


Santa
Claus, IN 47579



 


 


 


T&G
Gas & Food Inc Ravi Singh

 


829 N
Ewing St Seymour, IN 47274


 

 


Bowl
Brb Inc Brent Phillips 1601 S Miller St

 


Shelbyville, IN
46176


 

 


Martin's Super
Markets Inc Gregory L Freehauf

 


PO Box
2709


South
Bend, IN 46680



 


 


 


One
Stop Food and Shop Kiranjit Bawa

 


209 W
Sample


South
Bend, IN 46601


 

 


Star
001 LLC


Kuljit
(Shawn) Singh 3323 Prairie Ave South Bend, IN 46614


 

 


Drake's
Enterprise LTD Jay & Jamie Francis 204 N Washington St Swayzee,
IN 46986



 


 


 


Hick's
Quick Mart, Inc. Michael Hicks


4019 S
700 W


Swayzee, IN
46986


 

 


Baesler's Inc. Bob
Baesler 2900 Poplar St.


Terre
Haute, IN 47803


 

 


Shortstop Foodshop,
Inc. Parind V. Shah


754
Richland Dr.


Terre
Haute, IN 74803



 


 


 


Vik
Ramjit Singh, Raju Bhaji and Varinder Sahi

 


Vikramjit (Vik)
Singh 2455 Lafayette Ave Terre Haute, IN 47805

 


Jerry
Shop Quik Inc Jerry Patel

 


701 E
Main St Vevay, IN 47043


 

 


NANAK
JI Inc


Himmat
Singh

 


704
West Trafalgar Pointe Way Trafalgar, IN 46181

 


 


Koontz
Lake Market Randy Kafantaris 7893 N. Hwy. 23

 


Walkerton, IN
46574


 

 


Veedersburgh Food
Mart LLC Amardeep Sidhu

 


913 E
2nd St Veedersburgh, IN 47987

 


 


MaraCor
Inc Brian King

 


P.O.
Box 371 Walton, IN 46994






 








 






 


Freedom
Oil LLC Gregory J Cobb PO Box 1789

 


Warsaw,
IN 46582


 

 


Clarkson's Market
Chris Clarkson 106 E Main St.

 


Westport, IN
47283


 

 


S&D's Market,
Inc. d/b/a Sanders Foods Jay Sanders

 


858
North Plymouth Rd. Winamac, IN 46996



 


 


 


Worthington Foods,
Inc. d/b/a Worthington Country Markets Timothy Wright

 


319
Canal St.


Worthington, IN
47471

 


Meade
Thriftway Brad Jansonius 922 W Carthage

 


Meade,
KS 67864


 

 


Farmers
Country Market Ben Parsons


1800
Central Ave Dodge City, KS 67801

 


 

 


Satanta
Grocery Renee Massey 109 E Comanche


Satanta, KS
67870


 

 


Santan
County Foods Inc Hugh Brown


602 S
Main St Johnson, KS 67855

 


 

 


Venture
Foods Beth Geisick PO Box 155


Sublette, KS
67877



 


 


 


Booneville Shopwise
Bart Patton

 


279
Kentucky 28


Booneville, KY
41314


 

 


Campbellsburg
Supermarket Stephen Smith

 


PO Box
189


Campbellsburg, KY
40011


 

 


Craycraft's IGA
Richard Brown 3500 Court Street

 


Catlettsburg, KY
41129



 


 


 


Riverside Supervalu
Victor Dawn


118 6th
Ave


Dayton,
KY 41074


 

 


Ron's
Grocery Jonathan Boggs 17624 Hwy 38


Evart,
KY 40828


 

 


Wyatt's
SuperValu Roger Craig


1310
West Shelby Street Falmouth, KY 41040



 


 


 


Frenchburg IGA
Jerry "Skip" Nantz Jr 1175 Hwy 36

 


Frenchburg, KY
40322


 

 


Don's
Super Saver Scott Parsons

 


200
Waldon Rd


Harlan,
KY 40831


 

 


Mike
Phillips Mike Phillips PO Box 226

 


Hiseville, KY
42152



 


 


 


Horse
Park LLC Steve Chokshi


4538
Georgetown Rd

 


Lexington, KY
40511


 

 


Retail
Marketing Corporation Doug Rowe


P.O.
Box 120 London, KY 40743


 

 


Loretto
Foodland Donnie Miles 4905 Hwy 52

 


Loretto, KY
40037



 


 


 


Kingpin, LLC George
Vieth

 


125
Chenoweth Lane, Suite 109


Louisville, KY
40207


 

 


Pic Pac
Supermarket Jonathon Reason 2421 W Market St Louisville, KY
40212


 

 


ValuMarket
Supermarket


J.
Geoff Neumann

 


315
Whittington Pkwy


Louisville, KY
40222



 


 


 


Webb's
Market Inc. Tim Webb

 


944 E
Muhammad Blvd Louisville, KY 40204


 

 


Ryan
Supply Sandip Patel 8463 Aa Hwy

 


Maysville, KY
41056


 

 


Nortonville Bestway
Phil Gilkey

 


33 Main
St


Nortonville, KY
42442



 


 


 


Taylor's Foodland
Bucky Bell


1403 W
2nd St Owensboro, KY 42301


 

 


Robin
Lyons d/b/a Marsh Corner Store & Deli


Robin
Lyons


3855
Bethlehem Rd.


Pleasureville, KY
40057


 

 


Redwood
Markets Inc Paula Wright


249
Dave Kelly Rd Providence, KY 42450






 








 






 


Saver
Group Inc Keith DeFisher 2006 Corporate Dr

 


Richmond, KY
40475


 

 


Z
Investments LLC Parvez Khutliwala 3306 New Irving Rd Richmond, KY
40475


 

 


Quality
Foods Inc Gerry Justice

 


PO Box
2400


Robinson Creek, KY
41560



 


 


 


AYRA
LLC


Haresh
Kumar Patel 245 W.H. Brown Rd Russellville, KY 42276


 

 


Thompson's Grocery
Jerry Thompson


725
Fellowship Rd

 


Smithland, KY
42081


 

 


Floyds
Super Market Inc Jerri Floyd


124
Buckman Lane Union County, KY 42461



 


 


 


Maxie
Pierce Grocery Rebecca Boffy

 


25191
Louisiana Hwy 333


Abbeville, LA
70510


 

 


Robie's
Food Centers Jim Russo

 


604 S
State St Abbeville, LA 70510


 

 


Young's
Grocery Scott Young 24004 LA Hwy 333

 


Abbeville, LA
70510



 


 


 


Bet R
Stores Cliff Boulden 2812 Kalurah St

 


Baton
Rouge, LA 70808


 

 


Hi
Nabor Supermarket Jim Crifasi

 


7201
Winborne Ave Baton Rouge, LA 70805


 

 


Matherne's
Supermarkets Tony Matherne

 


7580
Bluebonnet Blvd Baton Rouge, LA 70810



 


 


 


Trabona's Food
Store Nick Trabona


PO Box
206


Clinton, LA
70722


 

 


Oak
Point Fresh Market Ramona James


35045
Louisiana Hwy 16 Denham Springs, LA 70706


 

 


Champagne Market
Randy Champagne 1051 W Maple


Eunice,
LA 70535



 


 


 


Galliano Food Store
Dannie Burregi 18210 West Main St Galliano, LA 70354


 

 


Brown's
Food Center Jim Brown

 


620
Main St (Hwy 27)


Hackberry, LA
70645


 

 


Marcel's
Supermarket Jeryl Marcel

 


2013
Hwy 182


Houma,
LA 70364



 


 


 


Star A
and G Supermarket James M Odom


3003
Hwy 10

 


Jackson, LA
70745


 

 


Mac's
Supermarket Roy Spence


2438 E
Oak St Jena, LA 71342


 

 


Larry's
Super Foods Travis Roussel


1313 W
Veterans Memorial Dr Kaplan, LA 70548



 


 


 


Simon's
Supermarket Monica Bass

 


212 E
11th St Lot 2


Kaplan,
LA 70548


 

 


Superfoods Market
Pratt Reddy

 


331
Veterans Blvd


Kenner,
LA 70062


 

 


Soprano's

 


Dennis
Gremillion 8389 Hwy 190


Livonia, LA
70755



 


 


 


Piggly
Wiggly Paul Durnin Jr 54033 Hwy 1062

 


Loranger, LA
70446


 

 


Miller's Market
Todd Simon 120 Main St

 


Loreauville, LA
70552


 

 


Harvest
Foods Scott Key

 


241
Tunica Village Lane Marksville, LA 71351



 


 


 


Brian's
Supermarket Brian Wederstrandt 18736 LA Hwy 22


Maurepas, LA
70449


 

 


Whitehall Grocery
Carli Fontenot 22633 Hwy 22


Maurepas, LA
70449


 

 


Chas
Cannatella Sons Inc Grant Cannatella


PO Box
267


Melville, LA
71353






 








 






 


Conseco's 520 Mike
Royer

 


1519-B
Metairie Road Metairie, LA 70005


 

 


Dorignac's Food
Center Corp. Matthew Ratcliff

 


710
Veterans Memorial Blvd Metairie, LA 70005


 

 


Simoneaud's East
Wayne Simoneaud 1502 E Main St

 


New
Iberia, LA 70560



 


 


 


Sterling Fresh
Foods LLC James Hatchett


1010
Common St Ste 2500 New Orleans, LA 70112


 

 


USA
Neighborhood Market Moody Ahmad


8454
Morrison Rd

 


New
Orleans, LA 70127


 

 


Greaud's Fine Foods
Patrick Greaud


217
Apple St

 


Norco,
LA 70079



 


 


 


Buddy's
IGA Kirk Christian 197 Hwy 165 S

 


Oakdale, LA
71463


 

 


Pierre
Part Store Chris Rowell 3421 Hwy 70 S

 


Pierre
Part, LA 70339


 

 


Bohning
and Co., Inc. Chet Kolwe

 


PO Box
219


Ponchatoula, LA
70454



 


 


 


Murray's Superette
Reid Alexander 44269 Hwy 429

 


Saint
Amant, LA 70774


 

 


Romero's Grocery
Kenny Suire

 


1335
Hwy 93 N


Scott,
LA 70583


 

 


Lishman's City
Market Gary Cox

 


4020
Pontchartrain Dr


Slidell, LA
70458



 


 


 


Kenyan
Enterprises - Piggly Wiggly Victor Krausch


543 S.
Main St. Springhill, LA 71075


 

 


DeLaune's
Supermarket Jan Martinez


12516
Hwy 431


St
Amant, LA 70774


 

 


Tureau's Grocery
Nick Tureau 44463 Hwy 431


St
Amant, LA 70774



 


 


 


Joyce's
Supermarket #173 Lowell Gauthier

 


1620 S
Main St


St
Martinville, LA 70582

 


 


Rouses
Enterprises LLC Daniel Pritchett

 


PO Box
5358


Thibodaux, LA
70302


 

 


Big
Star of Tallulah Inc d/b/a Doug's Market

 


Douglas
Curtis 400 E Darrow St


Tallulah, LA
71282

 


Daigle's
Supermarket Chris Daigle


32845
Bowie St


White
Castle, LA 70788


 

 


Gaubert
Food Marts Inc Grady Gaubert

 


PO Box
310


Thibodaux, LA
70302

 


 


Eyob
& Brook Yohannes Eyob Yohannes

 


356
Columbus Ave Unit 4


Boston,
MA 02116



 


 


 


Big E's
Foodland, Inc. Michael Superson


11
Union St.


E.
Hampton, MA 01027


 

 


R&M
IGA


Forest
Robins


88
Washington St.


Eastport, MA
04631


 

 


A &
J Seabra Supermarkets Diane Stepalavich


440
Stafford Rd.


Fall
River, MA 02721



 


 


 


Village
Food Mart Gary Magetto

 


43
Somers Rd


Hampden, MA
01036


 

 


TA
Operating LLC Tom Newbould 255 Washington St

 


Newton,
MA 02458


 

 


Harry's
Supermarket Lynne McCluskey 290 Wahconah St.

 


Pittsfield, MA
01201



 


 


 


B &
D Petroleum Sales, Inc. Michael F. McCarthy


1122
Bay Street

 


Springfield, MA
01109


 

 


Bel-Garden Market
Roland Altenburg 5950 Belair Rd

 


Baltimore, MD
21206


 

 


Geresbeck's Food
Market John Stricker


2109
Eastern Blvd

 


Baltimore, MD
21220






 








 






 


Harvest
Fare Mike Lazarus

 


2905
Hamilton Ave


Baltimore, MD
21214


 

 


JM Kim
Inc Jae Won Kim

 


9402
Hines Estates Dr Baltimore, MD 21234


 

 


Fursyth
Petroleum Foundation, Inc. Bashiru Hamzat

 


15619
Elsmere Court


Bowie,
MD 20716



 


 


 


Jubilee
Foods Rich Boyd


P.O.
Box 460 Emmitsburg, MD 21727


 

 


Hebron
Food Rite Azaz Azam


100 S
Main St Hebron, MD 21830


 

 


McKay's
David McKay PO Box 98

 


Hollywood, MD
20636



 


 


 


Brownings Shop 'N
Save Missie DiSimone

 


406
Weber Road


Oakland, MD
21550


 

 


Brackett's Market,
Inc.


J.
Steve Brackett 185 Front St. Bath, ME 04530


 

 


Sandhu
LLC d/b/a Samaiyra Mart Gurmeet Singh

 


PO Box
204


Brownfield, ME
04010



 


 


 


Plummer's Store
Troy Plummer

 


235
Parker Farm Rd Buxton, ME 04093


 

 


P&L
Country Market Ron Roberts

 


514
Corinna Rd


Dexter,
ME 04930


 

 


Greene
IGA Paul Bussiere PO Box 178

 


Greene,
ME 04236



 


 


 


Goulette's IGA
Barry Goulette 54 Water St


Guilford, ME
04443


 

 


Future
Foods Walter Berry 5 Depot Sq


Mechanic Falls, ME
04256


 

 


Rideout's AG Market
Gail Rideout


116
Somerset St


Millinocket, ME
04462



 


 


 


Tony's
Foodland David Allenson 639 Roosevelt Trl

 


Naples,
ME 04055


 

 


Princeton Group
Foodmarts Frederick Crowe

 


PO Box
69


Princeton, ME
04668


 

 


Rangeley IGA Leona
Kennett PO Box 543

 


Rangeley, ME
04970



 


 


 


Jerry's
Market Peter Dunham 1022 Main St

 


Sanford, ME
04073


 

 


Burnt
Cove Market Vernon Seile


1 Burnt
Cove Market Rd Stonington, ME 04681


 

 


Trenton
Market Place IGA Mackenzie Leland


1007
Bar Harbor Rd Trenton, ME 04605



 


 


 


The
Common Market Bill Gagne

 


PO Box
840


Union,
ME 04862


 

 


Wells
Super Food Market Nick Hunter

 


1517
Post Rd


Wells,
ME 04090


 

 


Larry's
Market Peter Magaraggia PO Box 319

 


Baraga,
MI 49908



 


 


 


The
Market Stan Ochab

 


20175
Telegraph Rd.


Brownstown, MI
48174


 

 


Settler's Co-op
Jeffrey Helsins PO Box 50

 


Bruce
Crossing, MI 49912


 

 


Cid's
Marathon Chris Demo, Jr. 10197 S. Clare Ave. Clare, MI
48617



 


 


 


Miller's General
Store Inc Craig Miller


5948 W
Levering Rd Cross Village, MI 49723


 

 


The
Store


Ron
Hermanson W17212 Main St Curtis, MI 49820


 

 


Azteca
Supermercado Nick Sesi


2411
Central St


Detroit, MI
48209






 








 






 


Fairlane Food
Center Patrick Pattah

 


16520 W
Warren Ave Detroit, MI 48228


 

 


Grand
Price Supermarket Ronny Ayer

 


12955
Grand River Ave Detroit, MI 48227


 

 


Lance's
Hometown Market Omar Ayar

 


8656
Wyoming Ave


Detroit, MI
48204



 


 


 


Alpena
Supermarket Inc Nathan Neiman


2010 S
River Road East China, MI 48054


 

 


North
River Party Shoppe Ray Rosati


3742 N
River Rd

 


Fort
Gratiot, MI 48059


 

 


Oak
Ridge Markets Michael Kohler


31240
Groesbeck Hwy

 


Fraser,
MI 48026



 


 


 


Gladstone SuperValu
Curt Spreen

 


409 N
9th St Gladstone, MI 49837


 

 


Byron
Township Motel LLC Sudhir Modi

 


6569
Clay Ave SE


Grand
Rapids, MI 49548


 

 


Hanover
Market, LLC Rick Bodell

 


127 W.
Main St. Hanover, MI 49241



 


 


 


Jim's
Foodmart William Winter PO Box 95

 


Houghton, MI
49931


 

 


Angeli
Food Co. Dan Lambert

 


833
Riverside Plaza Iron River, MI 49935


 

 


Jubilee
Foods Jeff Ofsdahl 318 W Adams

 


Iron
River, MI 49935



 


 


 


Jim's
Jubilee Foods Dustin Gransinger PO Box 409


Ishpeming, MI
49849


 

 


Lofaro's Market
Tony Lofaro 800 Lakeshore


Ishpeming, MI
49849


 

 


Country
Markets Guy Kennedy


1821
Spring Arbor Rd Jackson, MI 49203



 


 


 


Pat's
Foods Enterprises Joe Campioni

 


139 N.
Main St. L'Anse, MI 49946


 

 


Quality
Dairy Co Inc Jeff Schook

 


111 W
Mount Hope Ave Lansing, MI 48910


 

 


Larry's
Foodland Sherrie Beaver 33151 Plymouth

 


Livonia, MI
48150



 


 


 


Luna
Pier Truck Center LLC Sam Saad


4180
Luna Pier Rd Luna Pier, MI 48157


 

 


Valle's
Village Market Mike Valle


1034 N.
Third St. Marquette, MI 49855


 

 


Angeli
Foods Jo Ann Puser


1401 -
8th Avenue Menominee, MI 49858



 


 


 


Metamora Foodland
Andy Abro

 


3889 S
Lapeer Road Metamora, MI 48455

 


 


Cherry
Creek Market Michael Schwemin PO Box 199

 


Skandia, MI
49855


 

 


Ebeling's IGA
Supermarket Rose Schupp

 


529
Main St.


Norway,
MI 49870

 


 


Roger's
Foodland Tunie Duensing 4039 Hollywood Rd.

 


St.
Josephs, MI 49085


 

 


Advance
Management Solutions Group LLC

 


Jeff
Schamanek

 


967
Hollow Corners Ct Rochester, MI 48307

 


Gary's
Quality Foods Deb Kruhmin

 


304 S
Menominee


Stephenson, MI
49887



 


 


 


Gary's
Quality Foods Jeff Peretto


PO Box
687


Wallace, MI
49893


 

 


Baumann
Food Pride Terry Baumann


P.O.
Box 277 Weidman, MI 48893


 

 


Paulbeck's Inc Mike
Paulbeck 171 Red Oak Dr Aitkin, MN 56431






 








 






 


Pete's
County Market Ryan Schmitz

 


2612 S
Broadway St Alexandria, MN 56308


 

 


King's
County Market Steve Wotrang

 


13735
Round Lake Blvd Andover, MN 55304


 

 


Jim's
Marketplace Foods James Baldus

 


301
11ths Street NE Austin, MN 55912



 


 


 


Darold's SuperValu
Foods Dave Martin


200
12th St S Benson, MN 56215


 

 


Blackduck Family
Foods Eric C Anderson


288
Frontage Road

 


Blackduck, MN
56630


 

 


Almich's Market
Brett Almich


34 East
Center Ave Clara City, MN 56222



 


 


 


The
Marhons Group Randy Schroeder 310 Cokato St

 


Cokato,
MN 55321


 

 


Grand
Central Inc. Bob Hilgers

 


310
Frazee St. E.


Detroit
Lakes, MN 56501


 

 


Jim's
Market


Brady
Schneeberger 30 Central Ave N

 


Elbow
Lake, MN 56531



 


 


 


Eyota
Market Vicki Arendt 501 Glen St SW

 


Eyota,
MN 55934


 

 


Palubicki's Food
& Deli Leah Palubicki

 


107 N
Kaiser


Fosston, MN
56542


 

 


Tony's
SuperValu Corey Jensen 1515 Hartford St

 


Hawley,
MN 56549



 


 


 


Erdman's County
Market Jill Duitsman


PO Box
338


Kasson,
MN 55944


 

 


Brad's
Market Brad Minnehan 128 N Jefferson


Minneota, MN
56264


 

 


Becker's SuperValu
Daryl Sifert


114
Vernon Ave


Morgan,
MN 56266



 


 


 


Willie's SuperValu
Max Martin

 


PO Box
147


Morris,
MN 56267


 

 


B&D
Market Mike Tersteeg

 


1002 W
Lincoln Ave Olivia, MN 56277


 

 


Hartman's
Supermarket Mike Hartman

 


149 NW
1st St.


Ortonville, MN
56278



 


 


 


Service
Foods Market Dana Still


250 E
Main

 


Perham,
MN 56573


 

 


Tersteeg's Connie
Lechner


1111
East Bridge St Redwood Falls, MN 56283


 

 


Jim's
Market Dean Ackerman 2525 20th St

 


Slayton, MN
56172



 


 


 


Tauer's
SuperValu Lyn Johnson

 


101 W
Central


Springfield, MN
56087


 

 


Trimont
Town Center Randy Grupe

 


Hwy 4
South


Trimont, MN
56176


 

 


Doug's
Supermarket Steve Hagen

 


310
Main Ave. NE Warroad, MN 56763



 


 


 


Glenn's
SuperValu Glenn Kuck

 


491
Main Ave W Winsted, MN 55395


 

 


Mary's
Market South Steve Wallen

 


54 Mill
Hill Road Suite Y Bloomsdale, MO 63627


 

 


Town
and Country Lee Shryock

 


208
Lincoln Dr


Frerick
Town, MO 63645



 


 


 


J &
R Queens, Inc. Raymond Queen


P.O.
Box 2061 Imperial, MO 63052


 

 


C&R
Supermarkets Inc Mark Thomas


PO Box
337


Macon,
MO 63552


 

 


The
Butcher Block Sherry Bollinger Route 1 Box 10


Patton,
MO 63662






 








 






 


Apple
Market Doug Sharp 1100 Branch St

 


Platte
City, MO 64079


 

 


RPCS,
Inc.


Larry
Hayward

 


1878 S
State Hwy 125


Rogerville, MO
65742


 

 


Food
Giant Dedra Clark

 


118
Industrial Dr


Sikeston, MO
63801



 


 


 


Summer
Fresh Supermarkets, Inc. Mike Turk


3554 S.
Campbell Ave. Springfield, MO 65807


 

 


TH
Treats NC LLC Guy Mace


1525 E
Republic Rd Suite A-100 Springfield, MO 65804


 

 


TH
Treats SC LLC Guy Mace


1525 E
Republic Rd Suite A-100 Springfield, MO 65804



 


 


 


G&W
Foods Inc Ron Branch

 


PO Box
329


Willow
Springs, MO 65793


 

 


Walden's
Supermarket Gilda Walden

 


910 E
Church St Booneville, MS 38829


 

 


Ramey's
Taylor Ramey

 


1925
Spillway Rd


Brandon, MS
39047



 


 


 


Piggly
Wiggly #23 Ben Pratt

 


PO Box
277


Bruce,
MS 38915


 

 


Vowell's
Marketplace Samantha Walker 207-J N Davis Ave Cleveland, MS
38732


 

 


Piggly
Wiggly #024 John Swann

 


17284
Okahoma Street


Coffeeville, MS
38922



 


 


 


Carson's Piggly
Wiggly Rodney Manahan 71A Quail Run Road Corinth, MS
38834


 

 


Sullivan's Grocery
Steve Sullivan 1175 E Third St Forest, MS 39074


 

 


SuperValu Foods
Sandra Simmons 128 N Harvey


Greenville, MS
38701



 


 


 


SuperValu Foods
Luther Haire

 


150 W
Reed Rd Greenville, MS 38741


 

 


Roberts
Company Inc Diane Jett

 


601
Adeline St


Hattiesburg, MS
39401


 

 


Luttrell's Grocery
Shaun Luttrell 3015 Hwy 51 S

 


Hernando, MS
38632



 


 


 


Dendy
Foods Inc Kirkham Dendy 440 W Madison St

 


Houston, MS
38851


 

 


Sunflower Food
Store #37 Jason McKnight


903 Hwy
82 E

 


Indianola, MS
38751


 

 


Piggly
Wiggly Jonathan Lambert 627 Battleground Dr

 


Iuka,
MS 38852



 


 


 


Potter
and Sims Food Inc Marc Sims

 


600
Tipton Street


Kosciusko, MS
39090


 

 


Brooks
Grocery Brooks Davis

 


600
Battleground Dr


Luka,
MS 38852


 

 


Tems
Food Market #2 Robert Tem Kovits 101 W Pearl St Macon, MS
39341



 


 


 


ANGS
Group Inc David Thind 1706 US 51

 


Madison, MS
39110


 

 


Alex
Amin d/b/a Pike Food Mart Alex Amin

 


1150
Hwy 44 E


McComb,
MS 39648


 

 


Jerry
Lee's Grocery Mark Lu

 


1804
Ingalls Ave


Pascagoula, MS
39567



 


 


 


I-55
Development LLC David Thind


10051
Cooper Williams Dr Philadelphia, MS 39350


 

 


Shell
Truck Plaza LLC David Thind


5073
Hwy 17 S


Pickens, MS
39146


 

 


Piggly
Wiggly #222 Glenn Gillen


237 W
Oxford St Pontotoc, MS 38863






 








 






 


George
Hudson d/b/a Piggly Wiggly George Hudson

 


1002
Main St


Port
Gibson, MS 39150


 

 


Piggly
Wiggly Joe Williams 323 Erwin Rd

 


Stonewall, MS
39363


 

 


Angel
Foodmart Janardan (Alex) Amin 1005 Barnett Rd

 


Summit,
MS 39666



 


 


 


Ramey's
Ronnie Starns


4233
Rocky Branch Rd Sumrall, MS 39482


 

 


Jeffcoat Family
Market James Jeffcoat


862
River Road

 


Tunica,
MS 38676


 

 


Kilgore's
Supermarket Jason Kilgore


1704 S
Gloster St Tupelo, MS 38801



 


 


 


C.M.
Treppendahl & Sons, Inc. Wettlin Treppendahl

 


P.O.
Box 1215 Woodville, MS 39669


 

 


Allen's
Manix Store Susan Ford

 


PO Box
244


Augusta, MT
59410


 

 


Lee
& Dad's IGA Janice Kljsved

 


205 W
Madison Ave Belgrade, MT 59714



 


 


 


Big T
IGA


Aaron
Boshart

 


P.O.
Box 1330


Big
Timber, MT 59011


 

 


L&P
Grocery Inc. Luke Vossler 215 N Main

 


Boulder, MT
59632


 

 


Broadus
IGA Rita Wenzel PO Box 549

 


Broadus, MT
59317



 


 


 


Hennessy Market
Mike Michalsky 32-40 E Granite


Butte,
MT 59701


 

 


Charlo
Grocery Rick Marcure 56609 Hwy 212


Charlo,
MT 59824


 

 


Finley's Food Farm,
Inc. Jeff Finley


400
Indiana


Chinook, MT
59523



 


 


 


Circle
Country Market Sam Graves

 


105
10th St


Circle,
MT 59215


 

 


Clinton
Market Kent Hamer

 


20500
Hwy 10 East


Clinton, MT
59825


 

 


Rosebuds Tracy
Barta PO Box 1893

 


Colstrip, MT
59323



 


 


 


Columbus IGA Plus
Denise Caton


133 N
5th St Columbus, MT 59019


 

 


Gary
& Leo's Fresh Foods IGA Jamey Byrnes


600 S
Main St Conrad, MT 59425


 

 


Hometown Market
Karla Forbregd


PO Box
551

 


Culbertson, MT
59218



 


 


 


Valley
Foods John Henderson 711 W Main St

 


Deer
Lodge, MT 59722


 

 


Neu's
SuperValu Tim New

 


PO Box
307


Fairview, MT
59221


 

 


Froid
Grocery LLC Misty Williams PO Box 158

 


Froid,
MT 59226



 


 


 


Reynold's Market
John Paul Baker PO Box 968

 


Glendive, MT
59330


 

 


Everyday IGA
Richard Chadwick 701 1st Ave N

 


Great
Falls, MT 59401


 

 


Midtown
Market Beth Keating 207 3rd Ave

 


Harlowton, MT
59036



 


 


 


Van's
IGA Don Sintek


1260
Maple Ave


Helena,
MT 59601


 

 


Van's
Thriftway Paula Vanderjagt 306 Euclid Ave


Helena,
MT 59601


 

 


Trout
Creek Local Store, Inc. Michelle Tammaro


PO Box
169


Heron,
MT 59844






 








 






 


Rowli's
Food Farm Barry Rowlison PO Box 269

 


Joliet,
MT 59041


 

 


Lolo
Harvest Foods Tim McGreevey PO Box 610

 


Lolo,
MT 59847


 

 


Wendy
and Ronald Rahn Wendy Rahn

 


11497
Hughes Ct


Lolo,
MT 59847



 


 


 


Rueb's
SuperValu Brian Rueb


116
West 1st Ave Plentywood, MT 59254


 

 


Tande
Grocery Brad Tande 300 1st Ave.

 


Poplar,
MT 59255


 

 


Beartooth Market
IGA Shawn Halvorsen


PO Box
1170

 


Red
Lodge, MT 59068



 


 


 


Moody's
Market, Inc. Linda Bell

 


63802
US Hwy 93


Ronan,
MT 59864


 

 


Picchioni's IGA
David Picchioni 10 9th Ave West

 


Roundup, MT
59072


 

 


Van
Dykes Supermarket Tracy Barta

 


1215
Main


Roundup, MT
59072



 


 


 


Walter's IGA
Michael Walter PO Box 495

 


Sheridan, MT
59749


 

 


Reese
and Ray's IGA Plus Kelly Burke

 


203 2nd
Street NW Sidney, MT 59270


 

 


K's
Supermarket Ted Kaste

 


K's
Supermarket Stanford, MT 59479



 


 


 


Harvest
Markets Fred Boon


2006
Main St


Thompson Falls, MT
59873

 


 


Markus
Foods David Johnson 9 Baker Ave

 


Whitefish, MT
59937


 

 


Trego
Mercantile d/b/a Fortine Mercantile


Betty
Singer PO Box 215


Trego,
MT 59934

 


Mini
Merc Michael Reiter 2422 3rd St

 


Worden,
MT 59088


 

 


Main
Street Market Roger Hutchinson 108 N Main St


Twin
Bridges, MT 59754

 


 


Piggly
Wiggly Donna French 1500 Live Oak St

 


Beaufort, NC
28516



 


 


 


Circle
K Stores, Inc. Bob Campau


2440
Whitehall Park Dr., Ste. 800


Charlotte, NC
28273


 

 


Woodie
Enterprises Mike Woodie


6500
South Blvd


Charlotte, NC
28217


 

 


Carlie
C's IGA Larry Wilson


10
Morganite Dr


Dunn,
NC 28334



 


 


 


Piggly
Wiggly Josh Bartlett PO Box 913

 


Fair
Bluff, NC 28394


 

 


Renaissance Co-op
Walter Davis Jr 2517 Phillips Ave

 


Greensboro, NC
27405


 

 


Galaxy
Food Centers Rick Knighton

 


2515
12th Ave NE Hickory, NC 28601



 


 


 


Leland
Foods, Inc. d/b/a Piggly Wiggly #92


Dan
Teachey

 


112-A
Village Road Leland, NC 28451

 


Monroe
Oil Co., Inc. Olin Furr

 


PO Box
1109


Monroe,
NC 28111


 

 


Fairvalue Stores
Chris Ogren


PO Box
810

 


Lenoir,
NC 28645

 


 

 


Honey's
IGA of Newton Bobby Young


425
West A St. Newton, NC 28658


 

 


Healthy
Home Market Judy Watkins


1208
Hickory Blvd SE Lenoir, NC 28645

 


 

 


Town
Market Billy W Daughtry 1700 Hwy 70A


Pine
Level, NC 27568






 








 






 


The
Pantry Inc Mark Bierley 1801 Douglas Dr

 


Sanford, NC
27330


 

 


Selma
Supermarket IGA Bobby Holloman

 


212 N
Pollock St Selma, NC 27576


 

 


Food
Country Peter Solanki 6638 W Hwy 27

 


Vale,
NC 28168



 


 


 


Honey's
Supermarket, Inc. Bobby Young


9580 W.
NC 10 Hwy

 


Vale,
NC 28168


 

 


Piggly
Wiggly Patrick Delaney 912 Washington St

 


Williamston, NC
27892


 

 


Village
Pantry, LLC Kent Tapley


P.O.
Box 3227 Wilmington, NC 28406



 


 


 


Ashley
SuperValu Kirk Rueb

 


122 W
Main St Ashley, ND 58413


 

 


Wangler
Foods Inc Fred Wangler

 


PO Box
643


Casselton, ND
58012


 

 


Ekness
Super Valu Randy Ekness

 


PO Box
708


Crosby,
ND 58730



 


 


 


Hinrichs SuperValu
Terry Hinrichs

 


210 8th
St. E Harvey, ND 58341


 

 


Kennedy's Fresh
Foods Kyle Kennedy

 


PO Box
1238


Hettinger, ND
58639


 

 


Kenmare
SuperValu Duwayne Gillseth 16 E Division St

 


Kenmare, ND
58746



 


 


 


LaMoure
Foods Lori Gentzkow 10220 Hwy 13


LaMoure, ND
58458


 

 


Del's
SuperValu Mike Mann 319 Main


Napolean, ND
58561


 

 


Tellmanns Market
Allen Tellmann 603 Ash Ave


New
Salem, ND 58563



 


 


 


Tracy's
Market LLC Tom Tracy

 


PO Box
1459


Newtown, ND
58763


 

 


Springfield Market
Tanja Goellner 3709 Hwy 8

 


Richardton, ND
58652


 

 


Steele
Grocery Inc Brian Crosby

 


113
Mitchell Ave S Steele, ND 58482



 


 


 


Econo
Foods Barry Bowar 387 11th St. S.

 


Wahpeton, ND
58075


 

 


B&R
Stores, Inc. Eric Schafers


P.O.
Box 5824 Lincoln, NE 68505


 

 


Gary's
Super Foods Gary Suhr


1620 E
4th, #110

 


North
Platte, NE 69101



 


 


 


No
Frills Supermarkets Jeff Grier

 


11163
Mill Valley Rd Omaha, NE 68154


 

 


Antrim
Market Place Juliet Ermitano

 


76 Main
St


Antrim,
NH 03440


 

 


Berlin
IGA Sue Valliere

 


19
Pleasant St.


Berlin,
NH 03570



 


 


 


Campton
Cupboard Inc Andy Oesch

 


1315 Rt
175


Campton, NH
03223


 

 


LaPerle's IGA Guy
LaPerle

 


64
Trooper Leslie Lord Memorial Hwy Colebrook, NH 03576


 

 


Marc
Fournier Marc Fournier PO Box 338

 


Contoocook, NH
03229



 


 


 


A.G.
Supermarkets, Inc. Timothy Merrill


11
Cooperative Way


Pembroke, NH
03275


 

 


Mattsons Market
Roseann Trusdell 1609 Mount Holly Rd. Burlington, NJ
08016


 

 


Jacks
Foodtown Keith Fansler


370
Bloomfield Ave


Caldwell, NJ
7006






 








 






 


Launch
Delran LLC Jason Avant

 


5029
Route 130, Suite 300


Delran,
NJ 08075


 

 


Shaan's
Deli and Mart LLC Harpreet Singh

 


461 3rd
Ave


Elizabeth, NJ
07206


 

 


Elmer
IGA, Inc. Jeannette Schmidt PO Box 878

 


Elmer,
NJ 08318



 


 


 


Frenchtown Market
IGA, Inc. John Traub


28 6th
St.

 


Frenchtown, NJ
08825

 


 

 


Iliff
Camps & Clinics LLC Theresa Iliff


280
Spring St.


Newton,
NJ 07860


 

 


Joseph
Wolfson, Inc. d/b/a Wolfson's Market


Suzanne
Wintenberg 480 Boonton Tpk.


Lincoln
Park, NJ 07035

 


Iliff's
Camp & Clinics, LLC Theresa Iliff

 


280
Spring St


Newton,
NJ 07860


 

 


Happy
Kids Home 1 LLC Neeraj Kotiyal


51
Stouts Lane #7

 


Monmouth Junction,
NJ 08852

 


 

 


Nicholas Markets
Robert Lenthe


1068
High Mountain Road North Haledon, NJ 7508



 


 


 


Costa's
Food Market Ted Theodoris


6100
Westfield Ave

 


Pennsuken, NJ
08110

 


 

 


Perlmart Shoprite
Supermarkets, Inc. Jim Haslett


954 Rt
166


Toms
River, NJ 08753

 


 


Food
Basket Ray Marcus

 


1111
Tom Foy Blvd Bayard, NM 88023


 

 


Avon
Foods, Inc. d/b/a Roebling Town Market


Manjit
Singh

 


1275
Hornberger Ave.


Roebling, NJ
08554

 


Super
Town Food, LLC d/b/a Smitty's Foodtown

 


Keith
Fansler 108 Lacey Rd


Whiting, NJ
08759

 


Dial
Oil Co., Inc. d/b/a Sundial Stores Ron Dial


3303 N.
1st


Bloomfield, NM
87413


 

 


Shri
Ram Café LLC, Hemesh Parikh, Parul Patel, Govind Patel, and
Dhaval Patel

 


Dhaval
Patel 220 County Ave

 


Launch
Deptford LLC Jason Avant

 


8
Alison Ct


Woodbury, NJ
08096

 


 


La
Tienda Thriftway John Whittington 1301 S Canal St Carlsbad, NM
88220



 


 


 


Triangle Grocery
Adam Pruitt 12165 N Hwy 14

 


Cedar
Crest, NM 87008


 

 


Raintree Thriftway
Hannah Butler


2300 E
Llano Estacado Blvd Clovis, NM 88101


 

 


Peppers
Supermarket Mark Schultze


812 E
Florida St Deming, NM 88030



 


 


 


Jicarilla Super
Market Michelle Garcia


314
Hawks Dr


Dulce,
NM 87528


 

 


Red
Mesa Trading Co Inc Craig Callaway


501
Airport Dr Ste 100


Farmington, NM
87401


 

 


Farmers
Market Serge Baron 816 NM-516


Flora
Vista, NM 87415



 


 


 


T&R
Market Thomas Saucedo PO Box 477

 


Gallup,
NM 87301


 

 


La
Tienda Tony Mendoza

 


420 E
Marland Street Hobbs, NM 88240


 

 


Save
Mart of Las Cruces Socorro Salinas

 


495 N
Valley Dr


Las
Cruces, NM 88005



 


 


 


Farmer's Country
Market Martin Dalgado


501 W
18th St Portales, NM 88130


 

 


Kaune's


Cheryl
Sommer PO Box 2835


Santa
Fe, NM 87505


 

 


Halona
Marketplace Loren Thomas


1
Shalako Dr


Zuni,
NM 87327






 








 






 


Lake's
Market Inc Mark Lake

 


975
Broyles Ranch Rd Battle Mountain, NV 89820


 

 


Roy's
Inc Stephanie Herr 560 Idaho St

 


Elko,
NV 89801


 

 


Raine's
Market Scott Raine

 


81 N
Main St Eureka, NV 89316



 


 


 


Food
Courts of Nevada LLC Ted Buban


104
Cassia Way

 


Henderson, NV
89014


 

 


La
Bonita Supermarkets Gabriiel Gonzales


3371 S
Easter Ave Las Vegas, NV 89169


 

 


Stewart
Market Nick Kasto 2021 E Stewart

 


Las
Vegas, NV 89101



 


 


 


Bradley's Bestway
d/b/a Oxborrow Trina Oxborrow

 


PO Box
1335


McGill,
NV 89318


 

 


LJ's
Market, LLC Jeff Koenig

 


P.O.
Box 4516 Pahrump, NV 89061


 

 


Panaca
Market Nate Katschke 1105 Main St

 


Panaca,
NV 89042



 


 


 


Khoury's Fresh
Market Ghassan Khoury

 


282
Spring Creek Pkwy Spring Creek, NV 89815


 

 


Bellmore Fresh
Farmers Market Giuseppe Burgo

 


1809
Newbridge Rd


Bellmore, NY
11710


 

 


Tri
Town IGA Express Kirk Lavigne

 


904
Route 11 C


Brasher
Falls, NY 13613



 


 


 


Village
Market Don Hurly


49 N
Main St Broadalbin, NY 12025


 

 


Bonavita Key Food
Salvatore M Bonavita 751 Lydig Ave


Bronx,
NY 10462


 

 


Associated
Supermarket William Duran


229
Knickerbocker Ave


Brooklyn, NY
11237



 


 


 


Key
Fresh & Natural Mohammed Shehadeh 3315 Avenue H

 


Brooklyn, NY
11210


 

 


Rank's
IGA Corp Richard Rank 201 West Ave.

 


Canandaigua, NY
14424


 

 


Terry's
Food Mart, Inc. Terry Vaundren

 


11344
South St.


Cato,
NY 13033



 


 


 


Lavigne's IGA Kirk
Lavigne 6081 State Rt. 11

 


Chateaugay, NY
12920


 

 


DeCicco's of CR Inc
James Capriotti PO Box 177

 


Cross
River, NY 10518


 

 


Larkfield IGA Fran
Maier


301
Clay Pitts Rd.

 


E.
Northport, NY 11731



 


 


 


Fillmore Shop 'N
Save Randy Ellis

 


44 S
Genesee Street Fillmore, NY 14735


 

 


SWF
Food Corp dba Met Foodmarkets Jason Ferreira

 


24902
Jericho Tpke #105 Floral Park, NY 11001


 

 


Fresh
N' Easy Markets Shay Coriat

 


102-21
Queens Blvd Forest Hills, NY 11375



 


 


 


Food
Baskets IGA Tom Reichert

 


10-15
Fort Salonga Rd. Fort Salonga, NY 11768


 

 


JVC
Development LLC - Subway Vandana Sharma

 


96
Whaley


Freeport, NY
11520


 

 


Horseheads Jubilee
David W Marks

 


2898
Westinghouse Rd


Horseheads, NY
14845



 


 


 


Lewis
Super Emrys Lewis


2358
Burgoyne Ave Hudson Falls, NY 12839


 

 


C-Town
Supermarket John Bonilla


22251
Jamaica Ave


Jamaica, NY
11428


 

 


Luzerne
Market James Mackey 12 Main


Lake
Luzerne, NY 12846






 








 






 


Peck's
Market of Livingston Manor Gary Shaffer

 


PO Box
744


Livingston Manor,
NY 12758


 

 


Village
Farms IGA Diane Peronace 1038 Park Blvd.

 


Massapequa Park, NY
11762


 

 


Peck's
Markets Jeff Gombita 120 Kirk Rd

 


Narrowsburg, NY
12764



 


 


 


AP/APH
Pittsburg, LP Randy Torres


Apollo
Real Estate Advisors New York, NY 10167


 

 


Apollo
Real Estate Advisors Randy Torres


245
Park Ave

 


New
York, NY 10167


 

 


Favata
Military Sales Al Favata


30
Lakeview Dr

 


Newburgh, NY
12550



 


 


 


Nunda
Shop 'N Save Jeffrey R Wolf

 


PO Box
726


Nunda,
NY 14517


 

 


DiOrio's
Supermarket, Inc. Bob DiOrio

 


2938
State Rt. 28 Old Forge, NY 13420


 

 


Bosco
& Geers Joe Bosco Jr. 343 East Ave.

 


Oswego,
NY 13126



 


 


 


Potsdam
IGA Supermarket Richard (Rick) Cross

 


27 Elm
St.


Potsdam, NY
13676

 


 


Gabriel's
Supermarket Jeffrey Gabriele


255
Mohawk Ave.

 


Scotia,
NY 12302


 

 


Powerhouse Food
Corp d/b/a Holiday Farms

 


David
Mandell 374 Roslyn Rd


Roslyn
Heights, NY 11577

 


Cirrilo's Markets
Fran Cirillo

 


7 S
Jersey Ave, Ste 2


Setauket, NY
11733


 

 


Brennan's
Supermarket & Video Kevin Brennan

 


2517 Rt
44, Washington Hollow Plaza Salt Point, NY 12578

 


 


Shelter
Island IGA Diane Peronace 75 North Ferry Rd.

 


Shelter
Island, NY 11964



 


 


 


Padgett's IGA Mark
Padgett

 


P.O.
Box 31


Star
Lake, NY 13690


 

 


Key
Food Stores Co-op Inc Patsy Driscoll

 


1200
South Avenue Staten Island, NY 10314


 

 


Chanatry's Market
Fred Brescia

 


485
French Rd


Utica,
NY 13502



 


 


 


Breen's
Markets Terri Ziegler 4090 Pearsall St

 


Williamson, NY
14589


 

 


ACME
Fresh Market Nick Albrecht

 


PO Box
1910


Akron,
OH 44313


 

 


Ellet
IGA


Kent
Romesberg 255 Darrow Rd

 


Akron,
OH 44305



 


 


 


Sutton
Foods Kirby Sutton 605 N Main


Arcanum, OH
45304

 


 


SVR Oil
LLC


Harry
Reddy 1550 Magnolia Dr

 


Cincinnati, OH
45215


 

 


Hustead
Gas and Food Mart, Inc. Pannu Singh


2183
Oakbrook Blvd. Beaver Creek, OH 45434

 


 


Goody
Nook, Inc. Matt & Becky Gibson

 


P.O.
Box 27 Circleville, OH 43113


 

 


Frederick Bros.,
Inc. d/b/a Frederick's IGA


Steve
Frederick 140 E. Findlay


Carey,
OH 43316

 


Awad
Food Mart, Inc. Khalid Awad


5346
Dolloff Rd.

 


Cleveland, OH
44127



 


 


 


York-Lee Inc dba
Zagara's Marketplace John Zagara


1940
Lee Rd


Cleveland Heights,
OH 44118


 

 


Market
Fresh Foods Lane Robbins


301
Troy Pike


Covington, OH
45318


 

 


Geyer's
Markets Inc Daniel R Gradijan


385 N
Seltzer St Suite 5


Crestline, OH
44827






 








 






 


Davis
Foodtown Inc James E Davis

 


830 E
Main St Dayton, OH 45426


 

 


Grocerylane Babulal
Patel 1451 Troy St

 


Dayton,
OH 45404


 

 


Jay
Gayatri LLC Poonam Patel

 


675
Cleveland Ave


Defiance, OH
43512



 


 


 


Ron's
SuperValu Ron Budde


140 S
Park St Deshler, OH 43516


 

 


Sparkle
Market Gordon Todd 1616 Penn Ave

 


East
Liverpool, OH 43920


 

 


Kaiser's Greg
Kaiser


101 E.
Indiana

 


Edon,
OH 43518



 


 


 


Eastman's Piggly
Wiggly Brent Eastman

 


210
Second Ave


Gallipolis, OH
45631


 

 


Devine's Shop 'N
Save Ed Devine

 


529 N
Main St Hubbard, OH 44425


 

 


Cornell's Foods
Grant Cornell

 


408
Cleveland Road E. Huron, OH 44839



 


 


 


Uhl's
Jamestown Markets Robb Uhl

 


96 W
Washington St Jamestown, OH 45335


 

 


Sparkle
Market Charles Adams 7785 State Route 45

 


Lisbon,
OH 44432


 

 


Kishman's IGA Hope
Carman 202 E High St

 


Minerva, OH
44657



 


 


 


Wagner's IGA Wally
Wagner 257 E. 4th


Minster, OH
45865


 

 


Saneholtz-McKarns,
Inc. Jim Saneholtz


416
West Main St. Montpelier, OH 43543


 

 


Groceryland Jo
Mundhenk 510 W Main St


New
Labanon, OH 45345



 


 


 


Glenn's
Market Greg Myers

 


6085
Fallsburg Rd.


Newark,
OH 43055


 

 


Baker's
IGA Mark Cutshall 243 W State St

 


Newcomerstown, OH
43832


 

 


Newton
Falls IGA Jeff Clark

 


140
Superior Street Newton Falls, OH 44444



 


 


 


Macali's Giant
Eagle Michael Ferguson 40 Vienna Ave.

 


Niles,
OH 44446


 

 


Gardners SuperValu
John Martin


117
Whittlesey

 


Norwalk, OH
44857


 

 


Schilds
IGA David G. Beaty 171 Milan Ave.

 


Norwalk, OH
44857



 


 


 


Kohls
SuperValu Mark Kohls

 


PO Box
67


Ottawa,
OH 45875


 

 


Payne
SuperValu Kent Meeks

 


143 N
Main St Payne, OH 45880


 

 


Hustead
Marathon, Inc. Van Lvong

 


6430
Springfield Xena Rd. Springfield, OH 45502



 


 


 


Steve
Barhorst d/b/a BMI Indoor Speedway

 


Steve
Barhorst 791 E Main St


Versailles, OH
45380

 


Westside IGA Cindy
Smith 2335 Galena Pike

 


West
Portsmouth, OH 45663


 

 


Sparkle
Market Parkman Tony Modarelli

 


2587
Parkman Rd


Warren,
OH 44485

 


 


Brentwood
Recreation Center, Inc. Brent Willingham


3105
State Road 103

 


Willard, OH
44890


 

 


Hometown
Marketplace Theresa Kronenberger 60 Marvins Lane

 


Waynesville, OH
45068

 


 


Sparkle
Market Windham Maruf Awad


9670 E
Center St Windham, OH 44288






 








 






 


Sparkle
Market - Cochran Vince Rago

 


4121
South Ave


Youngstown, OH
44512


 

 


Westside Sparkle
Market, Inc. Andrew Jarosz

 


1912
Mahoning Ave


Youngstown, OH
44509


 

 


Alvas
Market Mary Hamilton 706 Flynn St

 


Alva,
OK 73717



 


 


 


Sonny's
Country Mart Dave Misiasz


500 S
Mississippi

 


Atoka,
OK 74525


 

 


Spencer's Spud
Spencer PO Box 1359

 


Blanchard, OK
73010


 

 


Pruett's Foods Ray
Pruett 201 S Park Dr

 


Broken
Bow, OK 74728



 


 


 


Canton
Foods Ron Chapdelaine 114 W Main

 


Canton,
OK 73724


 

 


Kinnamon's Grocery
Keith Kinnamon 1812 East First St.

 


Chandler, OK
74834


 

 


Green
Spray Food Center Jordan Sullivan

 


517 N
1st


Durant,
OK 74701



 


 


 


Top
Value Mario Powell

 


1902 N
Academy


Guymon,
OK 73942


 

 


4 T's
Discount Foods Tim Taylor

 


801 E
Jack Choate Ave Hennessey, OK 73742


 

 


Mannford
Foods/Phelps Market Jarred McLaughlin

 


PO Box
1240


Mannford, OK
74044



 


 


 


Marlow
Foods Ronnie Shipman 610 S Broadway


Marlow,
OK 73055


 

 


Country
Boy Mr. "D" Corp. Danny Boyle


P.O.
Box 10318


Midwest
City, OK 73110


 

 


Super C
Mart, Inc. Rod Carver


PO Box
683


Noble,
OK 73068



 


 


 


Beachler's Kirk
Henley PO Box 1554

 


Oklahoma City, OK
73101


 

 


HAC,
Inc.


Darci
Strait

 


P.O.
Box 25008


Oklahoma City, OK
73105


 

 


Williams Discount
Grocery Betty Pickard

 


PO Box
56


Piedmont, OK
73078



 


 


 


Antony's Foods
Steve Buoy 2310 W Main St

 


Prague,
OK 74864


 

 


Puckett's Food
Craig Puckett PO Box 467

 


Sayre,
OK 73662


 

 


Consumer's Charles
Fowler 909 W 6th Ave

 


Stillwater, OK
74074



 


 


 


Las
Americas Stanley Markham 1601 N Peoria

 


Tulsa,
OK 74110


 

 


Warehouse Market
Inc Jason Dagenet

 


6207 A
South Peoria Tulsa, OK 74136


 

 


Moore's
IGA Brad Moore

 


1100 S
Mekusukey Ave Wewoka, OK 74884



 


 


 


Avondale Stores
Limited Paul Stewart

 


4520
Jordan Road


Jordan
Station, Ontario L0R 1S0


 

 


Bales
Al Best

 


17675
SW Farmington Rd. Aloha, OR 97007


 

 


Meanga
S, Inc. d/b/a Stop N Save Hinder (Harry) Singh

 


210
Main St.


Aumsville, OR
97325



 


 


 


Jim's
Thriftway Mark Ward 660 S. Main St.


Banks,
OR 97106


 

 


CE
Lovejoy Market Kristin Wolfe


19530
Amber Meadow Dr. #140


Bend,
OR 97701


 

 


Erickson's T/W Bend
Doug Schmidt


725 NE
Greenwood Ave. Bend, OR 97701






 








 






 


Food 4
Less Loyda Terreforte

 


63455
NW Hwy 97


Bend,
OR 97701


 

 


C&K
Market Inc Ben Gallego 615 5th St

 


Brookings, OR
97415


 

 


Erickson's T/W
Burns Doug Schmidt

 


13011
Hwy 20


Burns,
OR 97720



 


 


 


McKay's
Markets, Inc. William Caldwell


P.O.
Box 1080

 


Coos
Bay, OR 97420


 

 


Dollars
Corner LLC Kelly Hackwith


P.O.
Box 187 Cove, OR 97824


 

 


Lincoln
Beach Thriftway George Gaye


3950 N.
Hwy 101

 


Depoe
Bay, OR 97341



 


 


 


Elgin
Food Town Bob Ludwig 1480 Division St

 


Elgin,
OR 97827


 

 


R.B.
Bruns, Inc. Tom Bruns

 


849 W.
6th Ave. Eugene, OR 97402


 

 


Food
Basket Market Place Gunnar Monson

 


707
Garibaldi Ave


Garibaldi, OR
97118



 


 


 


Gearhart Grocery
Molly Lowenberg 599 Pacific Way

 


Gearhart, OR
97138


 

 


Halsey
Select Market Markeeta Noffsinger 360 W. 2nd St.

 


Halsey,
OR 97348


 

 


Devin
Oil Steven Scott

 


650 N
1st St, Ste D Hermiston, OR 97838



 


 


 


R&M
Foods, Inc. d/b/a Hank's Thriftway


Tom
Evans

 


661 SE
Baseline Rd. Hillsboro, OR 97123

 


Manzanita Fresh
Foods Tim Welsh

 


730
Manzanita Ave


Manzanita, OR
97130


 

 


Chester's Thriftway
Robert Cowan Thompson 631 West Main St.


John
Day, OR 97845

 


 


Sherm's
Thunderbird Market, Inc. Steve Olsrud

 


PO Box
1400


Medford, OR
97501


 

 


Erickson's T/W
Madras Doug Schmidt


561 SW
Fourth St. Madras, OR 97741

 


 


Mill
City Market Place Michelle Cornwell 829 SW 1st St.

 


Mill
City, OR 97360



 


 


 


J.C.
Thriftway Nadine Layfield


107 N.
Cost Hwy 101

 


Newport, OR
97365


 

 


Bales


Vince
Lucibello


12675
NW Cornell Rd. Portland, OR 97229


 

 


Everyday Deals
Extreme Discount Inc Steve Harkless


600 SE
146th Ave Portland, OR 97236



 


 


 


Lamb's
Garden Home Cary Kutter

 


7410 SW
Oleson Rd. Portland, OR 97223


 

 


Erickson's T/W
Prineville Josie

 


315 W.
Third St. Prineville, OR 97754


 

 


Rockaway Beach
Market Hwoan Jeong

 


208 S
Anchor St


Rockaway Beach, OR
97136



 


 


 


Scio
Hometown Market Sam Singh

 


PO Box
610


Scio,
OR 97374


 

 


Sheridan Select
Rodney Kotoff 135 S. Bridge St.

 


Sheridan, OR
97378


 

 


Kirby
Company Brian Brame

 


P.O.
Box 777


St.
Helens, OR 97051



 


 


 


Terrebonne
Thriftway Bonnie Villastrigo 8431 11th St.


Terrebonne, OR
97760


 

 


JC
Market Toledo, Inc. Bob Anderson


336 NE
Hwy 20


Toledo,
OR 97391


 

 


Hoodland Thriftway
John Archer


P.O.
Box 1267 Welches, OR 97067






 








 






 


Wilsonville Deli
Thriftway Chris May

 


8255 SW
Wilsonville Rd. Wilsonville, OR 97070


 

 


Food 4
Less Mega Foods Robert Kennedy

 


2215
National Way


Woodburn, OR
97071


 

 


Shop 'n
Save Phil Safran 2910 Duss Ave

 


Ambridge, PA
15503



 


 


 


Tusca
Shop 'N Save John Spagnola


4935
Tuscarawas Rd

 


Beaver,
PA 15009

 


 

 


Selecto


Edwin
Herrara 320 Pond Street


Bristol, PA
19007


 

 


Recreational
Concepts Development Corp. d/b/a Dutch Springs


Stuart
W. Schooley 4733 Hanoverville Rd.


Bethlehem, PA
18020

 


Petrucci Market,
IGA Tom Petrucci

 


1412
Main St.


Burgettstown, PA
15021


 

 


Butcher
Block Meats & Seafood Lorne Peters


3055
Biglerville Rd.

 


Biglerville, PA
17307

 


 

 


Duritza's
Enterprises Inc Rebecca Duritza


617
West Pike St Canonsburg, PA 15317



 


 


 


Coudersport Shop 'N
Save Stan Swank


91 2nd
St

 


Coudersport, PA
16915


 

 


Cresson
Shop 'N Save Vincent LaMantia 1213 Second St

 


Cresson, PA
16630


 

 


Hurley's Fresh
Market Robert Hurley


P.O.
Box 404 Dushore, PA 18614



 


 


 


Shady
Maple Farm Market Nancy Martin

 


1324
Main St


East
Earl, PA 17519


 

 


Hawley
IGA Market Dawn Questone

 


52
Welwood Ave


Hawley,
PA 18428


 

 


Lake
Region IGA Jim Shook

 


PO Box
320


Hawley,
PA 18428



 


 


 


Houtzdale SNS
Express Deborah Miller


541
Spring Street

 


Houtzdale, PA
16651


 

 


Valeski's Fourth
Street Market Inc Tom Valeski


4 N
Street Ext Indiana, PA 15701


 

 


Market
Basket Gary Swan 1407 Dwight Dr

 


Johnstown, PA
15904



 


 


 


Wonderland
Amusement Management, LLC


Rick
Stammel

 


2249
Lincoln Highway East Lancaster, PA 17602

 


Karns
Prime & Fancy Food Ltd. Scott Karns

 


675
Silver Spring Road Mechanicsburg, PA 17050


 

 


Mallard
Markets, Inc. Frank Khun


161 S.
Second St. Lehighton, PA 18235

 


 


Grimms
IGA Central Market, Inc. Bob Mitchell

 


10 N.
Main St. Middleburg, PA 17842


 

 


Masontown Shop n
Save Sandy Bruce


1882
McClellantown Rd


Masontown, PA
15461

 


 


Cox
Market Steve Cox

 


711
Route 481


Monongahela, PA
15063



 


 


 


Haymaker Village
Shop 'N Save Ray Blosel


4548
Broadway Blvd

 


Monroeville, PA
15146


 

 


Gold
Crown Shop N Save Anthony Previte


1309
Shoemaker St Nanty Glo, PA 15943


 

 


Saylors
Market Carol Long


37
Carlisle Rd

 


Newville, PA
17241



 


 


 


Cousins
Fresh Market Rushdi Mohammad 6411 Woodland Ave

 


Philadelphia, PA
19142


 

 


Castle
Shannon Shop 'N Save Dan McNaab

 


799
Castle Shannon Blvd Pittsburgh, PA 15234


 

 


Ross's
Markets LLC Bob Sliva

 


1850
Centre Ave


Pittsburgh, PA
15219






 








 






 


Port
Allegany Shop N Save Cindy Goodliff

 


50 W
Mill St


Port
Allegany, PA 16743


 

 


Fezell
County Market Tim Fezell

 


201 N
Hampton Ave Punxutawney, PA 15767


 

 


Gale L
O'Neil Gale O'Neil

 


10929
Riverhill Rd


Shippenville, PA
16254



 


 


 


Landis
Supermarket Inc Larry Mihalko


2685
County Line Rd Telford, PA 18969


 

 


Community Super
Marekt Verona Connie Croyl


1117
Milltown Rd

 


Verona,
PA 15147


 

 


Belko
Foods LLC Richard Bell


206
West High St. Waynesburg, PA 15370



 


 


 


Mihelic
Shop-n-Save Mike Walker

 


184
Rochester Rd West View, PA 15229


 

 


Summit
General Store Matthew Skaling

 


25 Old
Summit Rd Greene, RI 02827


 

 


Corley's IGA
Express Chris Brown

 


1220
Hwy 72 West


Greenwood, SC
29646



 


 


 


Boulineau's Food
Plus Curtis Matthews

 


212 Sea
Mountain Hwy


N
Myrtle Beach, SC 29582


 

 


HMS
Ventures, LLC - Richburg IGA Nilesh Patel

 


3191
Lancaster Highway


Richburg, SC
29729


 

 


Kessler's, Inc.
Jason Holm 621 6th Ave. SE

 


Aberdeen, SD
57401



 


 


 


Lemmon
IGA Tiffany McCartney 409 Main Ave


Lemmon,
SD 57638


 

 


Tucker's SuperValu
Bruce Tucker


PO Box
11 Miller Miller, SD 57362


 

 


County
Fair Food Stores Jim Stewart


1305 W.
Havens


Mitchell, SD
57301



 


 


 


Payless
Foods Josh Stocick

 


214 W
Grand Crossing Mobridge, SD 57601


 

 


Big D
Oil Co Don Policky PO Box 1378

 


Rapid
City, SD 57709


 

 


Dakota
Crossing Foods Mark Stevenson

 


2410 SD
Hwy 10


Sisseton, SD
57262



 


 


 


County
Fair Foods of Watertown South Dakota, Inc.


Jeff
Gamber 14 2nd St. NE


Watertown, SD
57201

 


Holt's
IGA David Holt 1050 Main St

 


Bean
Station, TN 37708


 

 


Ram's
Trading LTD Hamir Sabnani


PO Box
78

 


Basseterre, St.
Kitts

 


 

 


Bradford Bestway
Tracy Tate


124 W
Main St Bradford, TN 38316


 

 


Cash
Saver James Johnson 795 S Main St

 


Ashland
City, TN 37015

 


 

 


Rex's
Foodland Rex Messick


4666 S
Nashville Hwy Chapel Hill, TN 37034



 


 


 


Murphy's Food
Stores Todd Murphy


3426
Hwy 48

 


Charlotte, TN
37036


 

 


Hilltop
Supermarket Brian Brown


400 Hwy
149

 


Clarksville, TN
37040


 

 


Cooke's
Food Store Benjie Widner 3400 Keith St

 


Cleveland, TN
37312



 


 


 


Piggly
Wiggly Todd Foxx

 


119
Nashville Hwy


Columbia, TN
38401


 

 


KWGV
LLC


Don
Demko 1897 Genesis Rd

 


Crossville, TN
38555


 

 


Chappell's Food
Store Mike McGuire

 


691 Hwy
70 E


Dickson, TN
37055






 








 






 


Gerald's Foodland
David West

 


200
College St W Fayetteville, TN 37334


 

 


Tony's
CBEE, Inc. d/b/a Tony's Foodland Tony Hunter

 


PO Box
249


Joelton, TN
37080


 

 


Lawrence Foods Inc
Mike Lawrence

 


134 W
Kingston Springs Rd Kingston Springs, TN 37082



 


 


 


McMinnville
Foodland Plus Dennis Lann


835 New
Smithville Hwy Ste 25

 


McMinnville, TN
37110


 

 


Piggly
Wiggly #340 Josh Rudder


754 W
Main St Monteagle, TN 37356


 

 


Pleasants Grocery
Steve Pleasants 15275 Hwy 57

 


Moscow,
TN 38057



 


 


 


Tietgens Super Rama
#7 Doug Minnich

 


4955
Hwy 43 N


Mt
Pleasant, TN 38474


 

 


Harshamika, Inc.
Dharmesh Patel

 


3530
Hwy. 218 Bypass


Paris,
TN 38242


 

 


Kirkpatrick's
Foodland Jason Kirkpatrick

 


100 N
Cedar Ave


S
Pittsburg, TN 37380



 


 


 


Spring
City Piggly Wiggly Jason Price

 


141 E
Clinton Ave Spring City, TN 37381


 

 


Deaton's
Marketplace Bryan Newman

 


2038
Hwy 45 ByPass S


Trenton, TN
38382


 

 


Piggly
Wiggly #368 Greg Jackson

 


811 E
Lincoln St Tullahoma, TN 37388



 


 


 


E.W.
James & Sons, Inc. Ken Pink


1308-14
Nailing Dr. Union City, TN 38261


 

 


Al's
Foodland Mark Beeler PO Box 429


White
House, TN 37188


 

 


Bates
Foods Dong L Lee


108 N
Porter St Winchester, TN 37398



 


 


 


Porter's


Frank
Guerreru 101 E Sul Ross Ave Alpine, TX 79830


 

 


Angel
Fire Mini Mart Ryan Hodge

 


320 S
Polk Suite 100


Amarillo, TX
79101


 

 


Viva
Food Mart Rafig Moredig 8610 N Lamar

 


Austin,
TX 78753



 


 


 


Lou's
Supermarket New Raju Karovalia


406
Grand Ave

 


Bacliff, TX
77518


 

 


Shoppin
Baskit Trish Schwertner 610 Hutchings Ave

 


Ballinger, TX
76823


 

 


Carniceria La
Vaquita Carlos Uriostegui 2312 N Alexander Dr Baytown, TX
77520



 


 


 


Huddleston Grocery
Allen Huddleston 301 Halesboro St

 


Bogata,
TX 75417


 

 


Lopez
Food Stores Leticia Lopez 1800 E VanBuren

 


Brownsville, TX
78520


 

 


City
Market Kurt Jaeger 200 E Renfro St

 


Burleson, TX
76028



 


 


 


Minyards


Tim Van
Slyke

 


1430
Valwood Pkwy


Carrolton, TX
75006


 

 


Optimistix
Business, Inc. Karim Maknojia

 


4201 N
Frazier Rd Conroe, TX 77304


 

 


GCM The
Big Store Inc Keith Zahar

 


2385
Hwy 87


Crystal
Beach, TX 77650



 


 


 


AAJ
Investments Inc. d/b/a Betty's Pizza 'n Pasta


Alaudin
Khuwaja 1201 Elm St. # LL02


Dallas,
TX 75270


 

 


Empire
Petroleum Partners LLC Mike Dove


8350 N
Central Expy Ste M2185 Dallas, TX 75206


 

 


Terry's
El Mariachi Supermarkets Rick Claus


2310
St. Germain


Dallas,
TX 75212






 








 






 


IGA
Foodliner d/b/a Market Place Jason Badejo

 


1202 S
FM 51


Decatur, TX
76234


 

 


Casino
Grocery JoAnn Morales 42 Academy

 


Eagle
Pass, TX 78852


 

 


Eagle
Grocery and Market Jaime Rodriguez

 


299
Main St


Eagle
Pass, TX 78852



 


 


 


Mata's
Fruit Store Jaime Mata


3334
Fort Blvd.

 


El
Paso, TX 79930


 

 


San Eli
Supermarkets Hector Saneli


PO Box
12235

 


El
Paso, TX 79913


 

 


Elrod's
Cost Plus #11 Kevin Hennessy 3220 N Main

 


Fort
Worth, TX 76106



 


 


 


Baywood
Foods Tony Wood

 


301 S
Brazosport


Freeport, TX
77541


 

 


Seven
Seas Grocery Thomas Harrison

 


PO Box
5299 Jamaica Beach Galveston, TX 77554


 

 


David's
Supermarkets Inc Donnie Button

 


PO Box
350


Grandview, TX
76050



 


 


 


Hearne
Supermarket Mike Ali

 


917 W
Brown St Hearne, TX 77859


 

 


Baywood
Foods Michael Wood 6721 Main

 


Hitchcock, TX
77563


 

 


Big
City Food Jane Chan

 


11330
Homestead Rd


Houston, TX
77016



 


 


 


Bob and
Nhi Inc John Vuong 13824 Almeda


Houston, TX
77053


 

 


Consumer Retail
Food Inc Omar Panjwani


7707
Tanglewild Ave


Houston, TX
77036


 

 


Cox's
Foodarama Inc Kim Alepa


10810 S
Post Oak Houston, TX 77035



 


 


 


El
Ahorro Supermarket Juan Gonzales

 


150 W
Parker Rd Houston, TX 77076


 

 


Fiesta
Mart Inc Robert Quintanilla 5235 Katy Freeway

 


Houston, TX
77007


 

 


Food
World Salah Yousef 549 Greens Rd

 


Houston, TX
77060



 


 


 


Kashmir
Road Lines, LLC a Texas limited liability company


Gurvinder Sooden
6900 N Loop East Houston, TX 77095

 


Neu-Mart Mike
Neutze

 


3280
Junction Hwy


Ingram,
TX 78025


 

 


Sellers
Bros. Inc. Johnny Sellers 4580 S Wayside Dr Houston, TX
77087

 


 

 


Bill L
Dover Co Randy Fuller PO Box 600


Jasper,
TX 75951


 

 


Sunmart, Inc.
Anthony Sullivan


P.O.
Box 4456 Houston, TX 77210

 


 

 


Jerry's
Food King LLC Jerry Dorman


165
Oyster Creek Dr Lake Jackson, TX 77566



 


 


 


Hill
Country Grocery Store Cash


8949 FM
1283


Lakehills, TX
78063


 

 


Prontos
Meat Market Jose Santos


2720 N
Malinche


Laredo,
TX 78043


 

 


Gayathiri Inc
Suresh Kumar


101 E
Corporate Dr Lewisville, TX 75067



 


 


 


Pay
& Save Inc d/b/a Lowe's John Potter

 


1804
Hall Ave


Littlefield, TX
79339


 

 


United
Supermarkets LLC Diane Earl

 


5801
MLK Blvd


Lubbock, TX
79404


 

 

K. Ram Business, Inc.
Karim Maknojia 13403 Stagecoach Rd

 


Magnolia, TX
77355






 








 






 


Magnolia Food Inc
Karim Maknojia

 


26550
Nichols Sawmill Rd Magnolia, TX 77355


 

 


RGV
Globe Supermarket Virginia Saldivar

 


PO Box
6029


McAllen, TX
78501


 

 


Thrif-Tee Food
Center Daniel McManos 10955 Eagle Drive

 


Mont
Belvieu, TX 77580



 


 


 


Market
Basket Foods Jim Urban


2420
Nederland Ave

 


Nederland, TX
77627


 

 


Brahma
Mart Joe Clifton 400 E Main St

 


Omaha,
TX 75571


 

 


Family
Center IGA Michael Hall


418 S
Allister St

 


Port
Aransas, TX 78373



 


 


 


Farid
Abusaleh Farid Abusaleh 2600 Memorial Blvd

 


Port
Arthur, TX 77640

 


 


Arlan's
Market Ames Arlan

 


4614
Nasa Parkway


Seabrook, TX
77586


 

 


Red
Rock Grocery Hetal Patel

 


1945 Fm
20


Red
Rock, TX 78662

 


 


Dick's
Food Store - Seadrift Karen Barton

 


PO Box
430


Seadrift, TX
77983


 

 


Vinyard
Enterprises d/b/a Vinyard's Lake Store

 


John K
Vinyard 6693 FM-115


Scroggins, TX
75480

 


Debra
Gilles Debra Gilles


105
Ripple Creek St Shavano Park, TX 78231



 


 


 


Patek's
Grocery Bob Patek


PO Box
635

 


Shiner,
TX 77984


 

 


Blue
Marlin Supermarket Omar Martnez


2912
Padre Blvd

 


South
Padre Island, TX 78597


 

 


RF
& Sons Properties LLC Jaswinder (Jesse) Randhawa 533 Coyote
Rd

 


Southlake, TX
76092



 


 


 


Hodges
Food Basket Tracy Hodge

 


26824
I-45 North


Spring,
TX 77386


 

 


SS
Fuels Inc Penny Sidhu PO Box 1106

 


Tatum,
TX 75691


 

 


Food
King Tony Melchor 915 6th St N

 


Texas
City, TX 77590



 


 


 


Food
Rite Market Kiet Nguyen 5320 FM-1765

 


Texas
City, TX 77591

 


 


LPT
Retail Management Services Sam Bitton


449
Longhorn Trail

 


Weatherford, TX
76087


 

 


Noble
Roman's Spring Texas LLC and Deborah Gonzalez

 


Alan
Avila


4 Green
Blande Lane


The
Woodlands, TX 77380

 


Willis
Supermarket Sam Prasla


504 S
Danville St Willis, TX 77378


 

 


Lakeland West
Capital II LLC Sam Bitton

 


449
Longhorn Trail


Weatherford, TX
76087

 


 


Jack
& Jill Lanes, Inc. Sam Wadley


105 S.
700 East

 


American Fork, UT
84003



 


 


 


Winegar's
Supermarket, Inc. Eston Winegar

 


3371 S
Orchard Dr Bountiful, UT 84010


 

 


Stewart's Markets
Mark Stewart

 


621
East Main St Castle Dale, UT 84513


 

 


Quality
Markets Ellen Springer 180 E Main

 


Delta,
UT 84624



 


 


 


Al's
Foodtown (Kelly Ann Hatch) Kelly Ann Hatch

 


171
East Main


Duchesne, UT
84021


 

 


Valley
Market Carly Worden

 


2555
Wolf Creek Dr Eden, UT 84310


 

 


Main
Street Market Sandra Behling

 


15 W
Main


Ferron,
UT 84523






 








 






 


Ute
Plaza Supermarket Uleeta Myore

 


775 E
Hwy 40


Fort
Duchesne, UT 84026


 

 


Lake
View Market Michael Moldenhauer 485 N Bear Lake Blvd Garden City,
UT 84028


 

 


Soelberg's Market
Carol Jefferies 213 E. Main

 


Grantsville, UT
84029



 


 


 


Melon
Vine Food Store Penny Riches


80 S
Broadway

 


Green
River, UT 84525


 

 


Day's
Markets Carl Day


890 S
Main St

 


Heber
City, UT 84032


 

 


R&A
Market Dean Armstrong 408 S Main St Helper, UT 84526



 


 


 


Thrifty
Enterprises, Inc. d/b/a Hometown Market

 


Derek
Potter 221 N. Main St.


Huntington, UT
84528

 


Farmer's
Market

L. Lamar Gubler 495 N
State St

 


La
Verkin, UT 84745


 

 


Red
Mountain Market Todd Muse

 


374 S
200 E


Ivins,
UT 84738

 


 


Leeds
Market Todd Muse

 


PO Box
460760


Leeds,
UT 84746


 

 


Kamas
Foodtown Phil Bair

 


145 W
200 S


Kamas,
UT 84036

 


 


Royal's
Food Town Misako Taylor

 


135 S
Main St Loa, UT 84747



 


 


 


Lee's
Market Place Inc. Johnathan Badger

 


555 E
1400 N


Logan,
UT 84321


 

 


Manti
Market, Inc. Tyler Merrill

 


35 E.
Union


Manti,
UT 84642


 

 


Andy's
Market John Hansen 515 N Main

 


Monroe,
UT 84754



 


 


 


Valley
Vista Grocery LC Dennis Lawrence


15 S
Hwy 89 #1

 


North
Salt Lake City, UT 84054


 

 


Wangsgard's Market
Mike Child


120 N
Washington Blvd Ogden, UT 84401


 

 


Drew
Leroy Drew Leroy


355 E
State Rd 39

 


Orangeville, UT
84537



 


 


 


Macey's
Inc. Darin Peirce 880 N State


Orem,
UT 84057

 


 


Petersons
Marketplace Ellen Whall

 


1777 W
12600 S


Riverton, UT
84065

 


 


Winegar's
Supermarket, Inc. Sarah Mildon

 


3400 W
4800 S


Roy, UT
84067

 


 


Food
World Inc. d/b/a Super Mercado De Las Americas


Craig
Stahle 1179 S Navajo St


Salt
Lake City, UT 84104


 

 


Payson
Market Mike Tippets 586 N. Main St.


Payson,
UT 84651

 


 


Ms and
Sons Inc Sharanjit Multani 3805 Midland Dr

 


Roy, UT
84401

 


 


Stokes
Fresh Food Market Jerry Gaskin

 


795 N
State Rd 198


Salem,
UT 84653

 


 


Neighbors Market
Dennis Lawrence 15 S Hwy 89 #1

 


Salt
Lake City, UT 84054


 

 


Corner
Market LLC d/b/a South End Market


Eric
Scholer 820 N 700 E


Provo,
UT 84606

 


Planet
Wireless Inc d/b/a Nobler Roman's Utah PS


Eric
Quintana 5519 S 1900 W


Roy, UT
84067

 


Blue
Aardvark Inc dba Utah Kangaroo Zoo

 


Mike
Dean


3267 E
3300 S, #138


Salt
Lake City, UT 84109

 


Olympus
Hills Lanes Inc Gordon Lindstrom 4015 S Wasatch Blvd

 


Salt
Lake City, UT 84124






 








 






 


Miner
Trading Post LLC Brittnie Medina

 


123
Market St.


Sunnyside, UT
84539


 

 


John's
Marketplace David Brown

 


4141 S
Redwood Rd Taylorsville, UT 84123


 

 


Davis
Food & Drug Jani Davis

 


575
West Main


Vernal,
UT 84078



 


 


 


Dabini
of Maryland LLC Musse Leakemariam 3817 Whitman Road

 


Annandale, VA
22003


 

 


Bridgewater Foods
Lee Armbuster 519 N Main Street

 


Bridgewater, VA
22812


 

 


Farmer's
Foods


Myles
(Allen) Johnson


P.O.
Box 160

 


Chase
City, VA 23624



 


 


 


Hall's
Great Valu Tamy Wilder

 


3895
James Monroe Hwy Colonial Beach, VA 22443


 

 


Fork
Union IGA Vijay Patel

 


4312
James Madison Hwy Fork Union, VA 23055


 

 


Red
Front Supermarket John Garber

 


677
Chicago Ave


Harrisonburg, VA
22802



 


 


 


Fresh
World Jason Kim 1070 Elden St

 


Herndon, VA
20170


 

 


FD
Foods Inc Brian Stanley 501 B Main St

 


Kenbridge, VA
23944


 

 


EMC IV
LLC d/b/a Bungalow Sports Grill Win Froelich

 


7601
Lewinsville Rd Ste 306


McLean,
VA 22102



 


 


 


EMC III
LLC d/b/a Bungalow Sports Grill Win Froelich


7601
Lewinsville Rd Ste 306


McLean,
VA 22102


 

 


Miller's Market
Bikramjit (BJ) Singh 628 Mineral Avenue


Mineral, VA
23117


 

 


Game's
Farmers Market David Game


503
Harpersville Road Newport News, VA 23601



 


 


 


M.L.
Panda Cakes LLC Benny LeBon

 


7339
Ruthven Rd


Norfolk, VA
23505


 

 


Pound
IGA Skip Nantz

 


11133
Indian Creek Rd Pound, VA 24279


 

 


Jim's
Local Market Jim Scanlon

 


PO Box
8063


Richmond, VA
23223



 


 


 


Kings
Supermarket John Jeong


2102
Keswick Ave

 


Richmond, VA
23224


 

 


RH
Roanoke, Inc. Bob Houghtalen 1906 Belleview Ave.

 


Roanoke, VA
24033


 

 


Urbanna
Market IGA Harry Bullock


335
Virginia Street

 


Urbanna, VA
23175



 


 


 


Wakefield Great
Valu Tommy Garrett

 


PO Box
516


Wakefield, VA
23888


 

 


J&J
International Chris Lee

 


16593
River Ridge Blvd Woodbridge, VA 22191


 

 


Pratt's
Corey Pratt

 


Highways 125 &
22A Bridport, VT 05734



 


 


 


Cambridge Village
Market Bruce MacMillan

 


113 S
Main St Cambridge, VT 05444


 

 


Georgia
Market Ray Bouffard

 


962
Ethan Allen Hwy Georgia, VT 05454


 

 


Amboy
Market, Inc. Darcy Williams 39812 NE 216th St.

 


Amboy,
WA 98601



 


 


 


Saar's


Brian
Crofts


1702
Auburn Way North Auburn, WA 98002


 

 


The
North West Company International Inc


Angela
Miller


3633
136th Place SE Suite 110


Bellevue, WA
98006


 

 


Ralph's
Red Apple #379 Glyn Correll


6724
Kitsap Way


Bremerton, WA
98312






 








 






 


Harvest
Foods-Brewster Market Place Victor Vargas

 


PO Box
69


Brewster, WA
98812

 


 


Fuller
Market Basket, Inc. Ken Grasser


505 S.
Tower

 


Centralia, WA
98531

 


 


Shop 'N
Kart Garet Russo


2100 N
National Ave Chehalis, WA 98532


 

 


PND
Mercado LLC d/b/a El Mercado de Grandview

 


Phillip
G. Blackburn 130 Titchenal Rd.


Cashmere, WA
98815

 


Watson
Grocery Group LLC dba Riverside CenterPlace Market Corey
Watson

 


34710 N
Newport Hwy Chattaroy, WA 99003

 


Myers
Group LLC Christina Conrad PO Box 1170

 


Clinton, WA
98236


 

 


REM
Market, LLC Phillip G. Blackburn 130 Titchenal Rd.

 


Cashmere, WA
98815

 


 


Shop
& Kart Darris McDaniel


2100 N.
National Ave. Chehalis, WA 98532

 


 


Albert's Red Apple
Richard Frank


PO Box
366

 


Concrete, WA
98237



 


 


 


18th
Street Grocery & Deli Rachel Woolsey

 


1801
North Walnut Street Ste 1


Ellensburg, WA
98926


 

 


Everybody's Elma
Mike Werner

 


PO Box
3022


Elma,
WA 98541


 

 


Valmark
Inc John Stimpson PO Box 948

 


Friday
Harbor, WA 98250



 


 


 


Granite
Falls IGA Market Mike Trask


115 N
Granite Ave Granite Falls, WA 98252


 

 


Swanson's Foods Tom
Seguin Jr 915 Simpson Ave

 


Hoquiam, WA
98550


 

 


Front
Street Market Cally Merrifield


80
Front St

 


Issaquah, WA
98027



 


 


 


Bridle
Trails Red Apple, LLC Duane Pearson


6625
132nd Ave. NE


Kirkland, WA
98033


 

 


Pioneer
Market Al Hayton


416 E
Morris


La
Conner, WA 98257


 

 


County
Market #1593 Chris Gooding


303
91st Ave NE


Lake
Stevens, WA 98258



 


 


 


Jay's
Market Keith Perry 1809 124th NE

 


Lake
Stevens, WA 98258


 

 


Michael
Mayer Michael Mayer PO Box 247

 


Mabton,
WA 98935


 

 


Mortons
Thriftway Christi Greiter

 


461
Second St


Morton,
WA 98356



 


 


 


Okie's
#2 Thriftway Michelle Edwards 1820 Bay Ave.

 


Ocean
Park, WA 98640


 

 


Blanton's IGA Hal
Blanton


13040
US Hwy 12

 


Packwood, WA
98361


 

 


Fiesta
Foods of Oregon, Inc. Craig Gaylord


115 S.
10th Ave. Pasco, WA 99301



 


 


 


Fischer's Market
IGA Everyday Kathy Lund

 


PO Box
249


Randle,
WA 98377


 

 


Everybody's
Supermarket Mike Kennedy

 


701
Willapa


Raymond, WA
98577


 

 


Bailey's IGA Tammy
Bailey 10333 Hwy 12

 


Rochester, WA
98579



 


 


 


Boulevard Park
Thriftway #109 Beth McCormick

 


12000
Des Moines Way Seattle, WA 98168


 

 


KAV
Ventures, Inc. d/b/a City Market Kurt Vold

 


1722
Bellevue Ave.


Seattle, WA
98122


 

 


Ken's
Market - Queen Anne Joe Vizzare

 


2400
6th Ave W Seattle, WA 98119






 








 






 


L&G
Venture Corporation d/b/a Dan's Belltown Grocery

 


Ed
Peters 2221 3rd Ave.


Seattle, WA
98121

 


Selah
Red Apple Mart Rick Fowler


Selah
Red Apple Mart Selah, WA 98942


 

 


Montlake Blvd
Market Scott Iverson

 


2605
22nd Ave. East Seattle, WA 98112

 


 


Pioneer
Select Grocery Rick Manlow


116
Willapa Ave

 


South
Bend, WA 98586


 

 


Sid's
IGA Charles Winn

 


4410
Pacific Way


Seaview, WA
98644

 


 


Barney's Harvest
Foods, Inc. David Stocking


11205
E. Dishman Mica Rd. Spokane, WA 99206



 


 


 


Webb's
Empire Foods Michael Webb


W 1
Front St


St
John, WA 99171


 

 


Speed-E-Mart,
Inc.


J.K
Yoon


3040
Steilacoom Blvd.


Steilacoom, WA
98388


 

 


A&J
Select Market John Mobley


PO Box
789


Stevenson, WA
98648



 


 


 


Blue
Sky Market Michael Mayer 116 Chehalis Ave.

 


Toppenish, WA
98948


 

 


Vashon
Market IGA Shawn Hoffman

 


17639
100th Avenue SW Vashon, WA 98070


 

 


Town
and Country Market Roland Hanson

 


201 S
Main St Warden, WA 98857



 


 


 


Washougal Food
Center Jesse Singh


1736 E
St.

 


Washougal, WA
98671


 

 


Stolz
Northwest Inc d/b/a Food Market Kip Bonds


PO Box
58

 


Wauna,
WA 98395


 

 


Cedar
Village IGA Brenda Hoven 206 E Walnut

 


Winlock, WA
98596



 


 


 


Winthrop Red Apple
Mike Walker

 


P.O.
Box 70 Winthrop, WA 98862


 

 


County
Market Lucas Blatter

 


14019
Woodinville Duvall Rd Woodinville, WA 98072


 

 


Wray's
Food Stores Chris Brown

 


5605
Summitview Ave.


Yakima,
WA 98908



 


 


 


Zillah
Food Center, Inc. John H. Hill

 


145
First Ave.


Zillah,
WA 98953


 

 


A-F
County Market Joe Hebior

 


215 W
North St Adams, WI 53910


 

 


Amherst
Family Foods Russ Schroeder

 


PO Box
207


Amherst, WI
54408



 


 


 


Rechek's Food Pride
Brenda Ekmayer


609
North Spring Street Beaver Dam, WI 53916


 

 


Backes
Food Mart Daniel Backes 382 Main St


Birnamwood, WI
54414


 

 


Sal's
Food Center Paula Sarvello


504
South Main St. Black Creek, WI 54106



 


 


 


Gooseberries Fresh
Food Market David Spiegelhoff

 


690
West State Street Burlington, WI 53105


 

 


Columbus Sentry
Silka Stier

 


150
Commerce Drive


Columbus, WI
53925


 

 


Lotter's
LLC


Nadine
Westmayer 300 W. Glen

 


Crandon, WI
54520



 


 


 


Schaefer's Food
Mart Debbie Johnson


PO Box
305

 


Crandon, WI
54520


 

 


Edgar
IGA Lance Bauer 304 Third Ave

 


Edgar,
WI 54426


 

 


Elkhorn
Sentry Foods Jon Curry


801 N
Wisconsin St Elkhorn, WI 53121






 








 






 


Pat's
Market Rachel Borneman 117 N McKenzie

 


Gillett, WI
54124


 

 


Ormson's SuperValu
Brian J Ormson

 


124 Oak
St


Glenwood City, WI
54013


 

 


Mayville's Market
David Mayville 315 S Main St

 


Greenwood, WI
54437



 


 


 


Hillsboro County
Market Melinda Campbell E18590 Wisconsin 33

 


Hillsboro, WI
54634


 

 


Iola
Sentry Foods Doug Kulinski 125 Meadow Rd

 


Iola,
WI 54945


 

 


Stinebrink's Lake
Geneva Foods LLC Mark Stinebrink


100 E.
Geneva Sq.

 


Lake
Geneva, WI 53147



 


 


 


Conrad's Sentry
Foods Brian Conrad

 


105 S
Madison St Lake Mills, WI 53551


 

 


Lake
Mills Market Diane Williamson

 


375 W
Tyranena Park Rd Lake Mills, WI 53551


 

 


Lakewood Supervalu
Dave Seeber

 


17186
Twin Pines Rd Lakewood, WI 54138



 


 


 


Capitol
Center Market Diane Williamson

 


111 N.
Broom St. Madison, WI 53703


 

 


Rob's
Family Market Lori Scheffler

 


2330
Menasha Ave


Manitowoc, WI
54220


 

 


The
Butcher's Corner Mohammad Taha PO Box 8

 


Marion,
WI 54950



 


 


 


Piggly
Wiggly Mayville Curt Schmidt


1440
Horicon St


Mayville, WI
53050


 

 


Medford
County Market Glen Bersie


PO Box
407


Medford, WI
54451


 

 


Bulk
Petroleum Corp Gary Dhaliwal


9653 N
Granville Rd Mequon, WI 53097



 


 


 


Dave's
County Market Ray Lefferts

 


300 E.
First St. Merrill, WI 54452


 

 


71st
Lisbon Sentry Pat Martin

 


7101 W
Lisbon Ave Milwaukee, WI 53210


 

 


Best
Food & Meat Market Sam Ayesh

 


2430 N
Martin Luther King Dr Milwaukee, WI 53212



 


 


 


El Rey
Food Mart Socorro Franco 1320 W Burnham St

 


Milwaukee, WI
53204


 

 


El Rey
Plaza Inc Jason Hyland


3524 W
Burnham St Milwaukee, WI 53215


 

 


MK Food
Market Jaspreet Gill


4623 W
Burleigh St Milwaukee, WI 53210



 


 


 


Roundy's
Supermarkets, Inc. Todd Willits

 


875 E
Wisconsin Ave Milwaukee, WI 53202


 

 


Sentry
Foods Doug Schwans

 


9210 W
Lisbon Ave Milwaukee, WI 53222


 

 


Silver
Spring Meat Sammy

 


6350 W
Silver Spring Dr Milwaukee, WI 53218



 


 


 


Point
Grocery Inc Jeff Basting

 


622
Dodge St


Mineral
Point, WI 53565


 

 


Piggly
Wiggly Judy Semrad

 


W 189 S
7847 Racine Ave


Muskego, WI
53150


 

 


Stells
Piggly Wiggly, Inc. Bonnie Kautzer

 


2243
Calumet Dr.


New
Holstein, WI 53061



 


 


 


Marcouiller's Foods
Inc Shannon Marcouiller 501 Washington Ave


Niagara, WI
54151


 

 


Charles
Potter, Inc. Charles (Chuck) Potter 2201 E. Rawson Ave. Oak Creek,
WI 53154


 

 


Thompson's County
Market Mike Thompson


722
Brazeau Ave.


Oconto,
WI 54153






 








 






 


Scott
& Lori's Family Foods Scott Jalling

 


PO Box
176


Owen,
WI 54460


 

 


Marv
& Alison's Sentry Foods Cindy Bathery

 


25300
75th St


Paddock
Lake, WI 53168


 

 


Port
Washington Sentry Foods Joseph Sanfilippo

 


101
West Seven Hills Road Port Washington, WI 53074



 


 


 


Pierce's Markets
Paul Frey


2915
New Pinery Road Portage, WI 53901


 

 


Prentice IGA
Deloris J Dearth 520 Center St

 


Prentice, WI
54556


 

 


Super
Ron's Food Center John Ullmer


960
C.R. B

 


Pulaski, WI
54162



 


 


 


Reedsburg Village
Market Craig Stovey

 


115 2nd
St.


Reedsburg, WI
53959


 

 


Viking
Village Foods Pamela Schulenberg 150 Viking Dr

 


Reedsburg, WI
53959


 

 


Mark's
Market Mark Watters 108 Lincoln Ave

 


Rio, WI
53960



 


 


 


Dick's
Fresh Market Dick Rinehart

 


P.O.
Box 239


River
Falls, WI 54022


 

 


Opahle's Piggly
Wiggly Janet Bennett

 


724
Phillips Blvd. Sauk City, WI 53583


 

 


Charlie's County
Market Kelly Sufka

 


521 S
Main


Shawano, WI
54166



 


 


 


St
Germain Sentry David Weber


PO Box
99


St
Germain, WI 54558


 

 


People's Meat
Market Lee Falkavage


1765
County Rd.


Stevens
Point, WI 54482


 

 


Davel's
One Stop Mark Kraus


307 3rd
Ave


Stratford, WI
54484



 


 


 


Thorp
SuperValu Cheryl Niemuth 110 W. Prospect St. Thorp, WI
54771


 

 


Baker's
Three Lakes Foods Rob Baker

 


1593
Hwy 32


Three
Lakes, WI 54562


 

 


Cedar
Street Market Judi Hegewald

 


234
Cedar Street


Tigerton, WI
54486



 


 


 


Great
Lakes Foods of Tomahawk Patrick D Fritz


990 N
4th St Tomahawk, WI 54487


 

 


Nelson's County
Market Tim Hoglund


662 N
4th St Tomahawk, WI 54487


 

 


Mike's
Supermarket Steve Janesch


PO Box
77

 


Townsend, WI
54175



 


 


 


Austads
Supervalu Adam Austad

 


608 US
Hwy 8


Turtle
Lake, WI 54889


 

 


Miller
and Sons Supermarket Laura Eyler

 


210 S
Main


Verona,
WI 53593


 

 


Village
Market William Schultz 1230 N. Main St. Viroqua, WI
54665



 


 


 


Quality
Foods IGA Rib Mountain Scott Fritsche

 


2900
Rib Mountain Dr Wausau, WI 54401

 


 


Wayne's
Star of the North Market, Inc. Chanda Elliott


P.O.
Box 366 Webster, WI 54893


 

 


Quality
Foods Rib Mountain Scott Fritsche

 


2900
Rib Mountain Ave. Wausau, WI 54401

 


 


Wayne's
Piggly Wiggly Wayne Krueger


910 E.
Main St. Winneconne, WI 54986


 

 


Solberg
Enterprises LTD d/b/a Trig's Food and Drug

 


Julie
Enerson 110 S 17th Ave


Wausau,
WI 54401

 


Quality
Markets Merlin Jeffery 1021 W Grand Ave

 


Wisconsin Rapids,
WI 54495






 








 






 


M and J
Operations, LLC d/b/a One Stop

 


Michael
R. Graney 500 River East Dr. Belle, WV 25015

 


Smith's
Foodfair Mary Jane Joseph 106 Beech Street

 


Clendenin, WV
25045


 

 


Eddie's
Supermarket Roger Armentrout

 


6057
Robert C Byrd Drive Bradley, WV 25818

 


 


Cornerstone IGA
Phil Cutlip


123
Seneca Trail

 


Fairlea, WV
24902


 

 


Bigley
Foodland Fresh Sheila Burgess

 


10
Spring Street


Charleston, WV
25302

 


 


Franklin Great Valu
Alan Thomas


PO Box
219

 


Franklin, WV
26807



 


 


 


Piggly
Wiggly Reid Meadows


24332
Midland Trail


Hico,
WV 25854


 

 


TWJ Inc
James Oppe 1206 Plum St


Parkersburg, WV
26101


 

 


Sissonville Piggly
Wiggly Bob Kees


6405
Sissonville Dr


Sissonville, WV
25312



 


 


 


St
Marys Galaxy Casey Edwards

 


1408
North Pleasants Hwy St Marys, WV 26170


 

 


G&R
IGA


Tim
McCoy 109 Baker St

 


Webster
Springs, WV 26288


 

 


Goodson's
Supermarket Inc Todd Goodson

 


PO Box
858


Welch,
WV 24801



 


 


 


D.J.'s,
Inc Kelly Holiday 895 Fort St

 


Buffalo, WY
82834


 

 


Hines
General Store Ben Hines


14597
US Hwy 287

 


Fort
Vashakie, WY 82514


 

 


Ron's
Food Farm Ron Fiene


PO Box
272

 


Greybull, WY
82426



 


 


 


Benedict's Market
James Benedict 950 N Hwy 414

 


Mountain View, WY
82939


 

 


Buckhorn IGA Warren
Tritschler 723 Dayton Street

 


Ranchester, WY
82839


 

 


Blair's
Super Market Kent Foulger

 


1801
Big Horn Ave Worland, WY 82401



 


 


 


K &
K Island Pride John Artia Stovall

 


1782
Amate Kabua Blvd


Majuro,
Marshall Islands, 96960


 

 


Shoppers Value
Foods Brandon Rivers






 








 





 


2019
CPP CURRENT FRANCHISEES


 


 


 


 


 


Mega
Foods LLC Patrick O'Neil PO Box 302

 


Delphi,
IN 46923


 

 


Scott
and Carissa Hettenbach Scott Hettenbach

 


300
Hope Court


Evansville, IN
47712






 








 





 


 

 


Schedule
3.26 To


Senior
Secured Promissory Note and Warrant Purchase Agreement Franchise
Agreements; FDD

 


 

 


(a)
Franchisees:


Please
see list attached to Schedule 3.25

 


 


(e)


 


The
Franchisor is not authorized to sell franchises Noble Roman’s
franchises in Hawaii. The Franchisor is not authorized to sell
Craft Pizza & Pub franchises in the following
states:

 






Hawaii.










Illinois.










Maryland.










Minnesota.










New
York.










North
Dakota.










Rhode
Island.










South
Dakota.










Washington.










Wisconsin.








 








 





 


 

 


Schedule
3.27 To


Senior
Secured Promissory Note and Warrant Purchase Agreement

 


 

 


Leases

 


 


Leases:

 


 

 






Office Lease dated
August 1, 2018 by and between Nobler Roman’s, Inc. and
Alidade Heritage, I, LLC










Lease dated March
21, 2018 by and between Nobler Roman’s, Inc. and Pennsylvania
Way Associates, LLC.










Lease dated August
15, 2017 by and between Nobler Roman’s, Inc. and KRG Fishers
Station, LLC.










Lease Agreement
dated July 2017 by and between Nobler Roman’s, Inc. and
Villages @ Anson IV.










Lease of Premises
dated September 28, 2016 by and between Nobler Roman’s, Inc.
and Greenwalt-Monon Marketplace, LLC, as amended by the First
Amendment to Lease Agreement dated October 10, 2016.










Lease dated April
23, 2019 by and between Nobler Roman’s, Inc. and Paragon
Carmony, LLC, as amended by the First Amendment to Retail Lease
Agreement dated July 15, 2019 and the Second Amendment to Retail
Lease Agreement dated September 27, 2019.








 








 





 


 

 


Schedule
3.30 To


Senior
Secured Promissory Note and Warrant Purchase Agreement
Debt


Convertible
Subordinated Notes

 


 


	
 


 


Lender

	

Outstanding
Principal Amount as of the Closing Date


	

Lawrence &
Susan Stanton*

	

$50,000.00


	

Everett
A. Sheslow Trust*

	

$25,000.00


	

Richard
Dolan

	

$25,000.00


	

Robert
Wahl*

	

$25,000.00


	

Donald
Miles*

	

$50,000.00


	

Robert
Settembre*

	

$25,000.00


	

Edgar
& Margaret Huffman

	

$50,000.00


	

James
William Anderson III Rev Trust*

	

$50,000.00


	

Robert
H. Paul

	

$100,000.00


	

Nolan
& Pamela Schabacker*

	

$50,000.00


	

Cleveland Family
Limited Partnership*

	

$100,000.00


	

Barry
W. Blank TTEE FBO Barry W. Blank Living Trust*

	

$200,000.00


	

Herbst
Capital Management

	

$200,000.00


	

James
& Cornelia Sullivan

	

$50,000.00


	

Neal
& Maria Stanton*

	

$50,000.00


	

Roger
& Darla Weissenberg

	

$100,000.00


	

Paul
& Jenny Mobley*

	

$50,000.00


	

Paul
& Jenny Mobley*

	

$100,000.00


	

Sidney
Stregosky*

	

$50,000.00


	

Lennard
Christian Zwart*

	

$200,000.00


	

Orion
Capital Investments, LLC

	

$100,000.00


	

Wedbush
Securities, Inc. Custodian FBO Adam Gittler IRA*

	

$50,000.00


	

Wedbush
Securities, Inc. Custodian FBO Jon Large IRA*

	

$50,000.00


	

Barry
W. Blank Trust DTD*

	

$100,000.00


	

Isaac
Blake*

	

$50,000.00


	
 

	
 


	

TOTAL

	

$1,900,000.00






 


 


* To be
paid off on the Closing Date

 


 


Each
Convertible Subordinated Note not being paid off on the Closing
Date is due and payable January 31, 2023, unless earlier
converted.




 








 





 


Schedule
4.17 To


Senior
Secured Promissory Note and Warrant Purchase Agreement Post-Closing
Matters

 




1.

The Issuer shall
deliver to the Agent, on or before the date that is 45 days after
the Closing Date, a Life Insurance Assignment for each Life
Insurance Policy, which shall have been acknowledged in writing by
the applicable life insurance company.






 




2.

The Issuer shall
use commercially reasonable efforts to deliver to the Agent, on or
before the date that is 45 days after the Closing Date, (i) a
supplement to Life Insurance Policy no. 15-701-397 or an additional
Life Insurance Policy, in each case on terms and from an insurance
company as are reasonably satisfactory to the Agent, with respect
to A. Scott Mobley, with a death benefit in an incremental amount
of at least $3,000,000, and (ii) a Life Insurance Assignment with
respect to any such supplement or additional Life Insurance Policy,
which shall have been acknowledged in writing by the applicable
life insurance company.






 




3.

The Issuer shall
deliver to the Agent, on or before the date that is 45 days after
the Closing Date, a Collateral Access Agreement with respect to
6612 E. 75th Street, Suite 450, Indianapolis, IN
46250.






 

 




4.

The Issuer shall
deliver to the Agent, on or before the date that is 45 days after
the Closing Date, a Control Agreement, in form and substance
reasonably satisfactory to Agent, with respect to each deposit
account and securities account maintained by any Note Party at
Huntington National Bank and SunTrust Bank (to the extent not an
Excluded Account (as defined in the Guaranty and Security
Agreement)).





 


 




5.

The Issuer shall,
on or before the date that is 45 days after the Closing Date,
either (i) deliver to the Agent a Control Agreement with respect to
all deposit accounts and securities accounts maintained at First
Financial Bank, or (ii) provide evidence to the Agent that all
deposit accounts and/or securities accounts maintained by any Note
Party at First Financial Bank have been closed and all funds from
such deposit accounts and/or securities accounts have been
transferred to a deposit account and/or securities account of such
Note Party that is subject to a Control Agreement.






 




6.

The Issuer shall
have received, on or before the date that is 10 Business Days after
the Closing Date, all certificates representing the Pledged
Interests (as defined in the Guaranty and Security Agreement) owned
by any Note Party as of the Closing Date and undated powers
endorsed in blank with respect to such certificates.






 




7.

The Issuer shall
have received, on or before the date that is 30 days after the
Closing Date, the endorsements required by Section 4.5(a) in form and
substance satisfactory to the Agent.






 

 


 

 


Schedule
4.17




 








 





 




8.

The Issuer shall
have received, on or before the date that is 3 Business Days after
the Closing Date, FedEx labels and receipts and copies of checks
evidencing that payment in full has been tendered with respect to
each of the Convertible Subordinated Notes to be repaid on the
Closing Date as identified on Schedule 3.30.






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 


 

 


Schedule
4.17