nrom_ex43





 


 





 



EXHIBIT 4.3


 

 



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 February 7, 2025

 


 



$8,000,000.00                                                                                                                   

February 7,
2020





 


 


FOR
VALUE RECEIVED, NOBLE ROMAN’S, INC., an Indiana corporation
(the “Issuer”),
hereby promises to pay, pursuant to the terms and conditions
hereof, to Corbel Capital Partners SBIC, L.P., a Delaware limited
partnership, or its registered assigns (“Payee”), the principal sum of
Eight Million Dollars ($8,000,000), 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 February 7, 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 February 29, 2020, 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


 








 

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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
February 7, 2025 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




 

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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]




 

3








 





 


 

 


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    

	

 






 


 




 




 

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PAYEE:

 


 


CORBEL
CAPITAL PARTNERS SBIC, L.P.,

 


 



By: 

Corbel Capital
Advisors SBIC, LLC, itsneral Partner







By: 

Jeffrey B.
Schwartz, Title: General Manager








By: 

ef ey S.
Serota  Title: Managing
Member