KIND OR NATURE FROM AGENT AND THE LENDERS WHICH ARE KNOWN TO IT AS OF THE
DATE HEREOF.
EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND
FOREVER DISCHARGES AGENT, THE LENDERS AND EACH OF THEIR RESPECTIVE PREDECESSORS,
AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
"RELEASED PARTIES") FROM ALL KNOWN CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT
LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE
DATE THIS AMENDMENT IS EXECUTED THAT ANY BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST THE RELEASED PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
THAT ARISE FROM ANY OF THE LOANS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND/OR THE NEGOTIATION FOR AND
EXECUTION OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
executed as of the date first above written.
BORROWER:
PIZZA INN, INC.
By:
___________________________
Name:
___________________________
Title:
___________________________
PIE FIVE PIZZA COMPANY, INC.
By:
___________________________
Name:
___________________________
Title:
___________________________
AGENT AND LENDER:
THE F&M BANK & TRUST COMPANY
By:
___________________________
Name:
___________________________
Title:
___________________________
CONSENT, RATIFICATION AND RELEASE
Each undersigned hereby consents to the terms of the Second Amendment to Loan
and Security Agreement (the "Second Amendment"), dated as of September 10, 2013,
among The F&M Bank & Trust Company, as agent for certain lenders ("Agent"), the
lenders party to the Loan Agreement (as defined below) (collectively, the
"Lenders") and PIZZA INN, INC., a Missouri corporation, PIE FIVE PIZZA COMPANY,
INC., a Texas corporation (collectively, "Borrower"), and confirms and ratifies
the terms of that certain Guaranty executed by each undersigned Guarantor in
favor of Agent and the other Lenders.
Capitalized terms used herein shall have
the meaning assigned to them in the Loan Agreement. Each undersigned
acknowledges that its Guaranty is in full force and effect and ratifies the
same, acknowledges that no undersigned has any defense, counterclaim, set-off or
any other claim known to it to diminish any undersigned's liability under such
documents, that no undersigned's consent is required to the effectiveness of the
foregoing Second Amendment, and that no consent by any undersigned is required
for the effectiveness of any future amendment, modification, forbearance or
other action with respect to the Obligations, the Collateral, or any of the Loan
Documents.
EACH UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND
KNOWN TO IT OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE
RELIEF OR DAMAGES OF ANY KIND OR