2,400,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK BT BRANDS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2021 • BT Brands, Inc. • Retail-eating places • New York
The undersigned, BT Brands, Inc., a Wyoming company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of BT Brands, Inc., if any, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC (“Maxim”) and Joseph Gunnar & Co., LLC (“Gunnar”) are acting as representatives to the several Underwriters (in such capacity, the “Representatives” and each, a “Representative”) on the terms and conditions set forth herein.
REPRESENTATIVE’S PURCHASE WARRANT BT BRANDS, INC.Representative’s Purchase Warrant • September 17th, 2021 • BT Brands, Inc. • Retail-eating places • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MAXIM PARTNERS LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BT Brands, Inc., a Wyoming corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BT BRANDS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2021 • BT Brands, Inc. • Retail-eating places • Wyoming
This Indemnification Agreement (this “Agreement”) is made effective as of by and between BT Brands, Inc., a Wyoming corporation (the “Company”), and _____________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 18th, 2021 • BT Brands, Inc. • Retail-eating places • New York
WARRANT AGREEMENT (this “Warrant Agreement”) dated as of November 16, 2021 (the “Issuance Date”) between BT Brands, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
BURGER TIME, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2019 • BT Brands, Inc.
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2018, is made and entered into by and between Burger Time, Inc., a Delaware corporation (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”).
LOAN AND MODIFICATION EXTENSION AGREEMENTLoan and Modification Extension Agreement • March 11th, 2021 • BT Brands, Inc. • Retail-eating places • Delaware
This Loan Extension and Modification Agreement (the “Agreement”) is dated as of this 2nd day of March, 2020, by and between BT Brands, Inc., Delaware corporation (the “Lender”), a Next Gen Ice, Inc., a Delaware corporation (the “Borrower”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • August 14th, 2024 • BT Brands, Inc. • Retail-eating places
This ASSIGNMENT AND ASSUMPTION OF LEASE (the “Assignment”) dated May 13, 2024, 2024 (the “Effective Date”), by and between LC Food Concepts, LLC, a Florida limited liability company (“Assignor”), and 1519BT, LLC, an Indiana limited liability company (“Assignee”).
JOINT FILING AGREEMENT November 28, 2022Joint Filing Agreement • November 28th, 2022 • BT Brands, Inc. • Retail-eating places
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
NOMINATION AGREEMENTNomination Agreement • April 26th, 2023 • BT Brands, Inc. • Retail-eating places
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by BT Brands, Inc., a Wyoming (“BT Brands”), for election as a director (a “Nominee”) of Noble Roman’s, Inc., an Indiana corporation (the “Company”). In connection with the Company’s 2023 annual meeting of shareholders (the “NR 2023 Annual Meeting”), BT Brands desires to commence a proxy solicitation of voting equity holders of the Company (the “Proxy Solicitation”), among other things, to cause your election to the Company’s Board of Directors (the “Board”) at the NR 2023 Annual Meeting.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 6th, 2022 • BT Brands, Inc. • Retail-eating places • Wyoming
This Stock Purchase Agreement (this “Agreement”), dated June 2, 2022 is entered into by THOMAS “MICHAEL” ANSLEY, MAINTOU BLUE LLC, THOMAS M. ANSLEY CUSTODIAN FOR MADISON ANSLEY UGMA MI, THOMAS M. ANSLEY CUSTODIAN FOR MARY-KATE ANSLEY UGMA MI, and THOMAS M. ANSLEY CUSTODIAN FOR DAVID ANSLEY UGMA MI on the one hand (each a “Seller” and together the “Sellers”), and BT BRANDS, INC., a Wyoming corporation, on the other hand (“Buyer”).
BT BRANDS, INC. Up to $3,005,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 16th, 2024 • BT Brands, Inc. • Retail-eating places • New York
BT Brands, Inc., a Wyoming corporation (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of common stock, par value $0.002 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to US$3,005,000 (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 2022 • BT Brands, Inc. • Retail-eating places • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of July 8, 2022 (the “Effective Date”), is entered into between L. FAGAN ENTERPRISES INC., a Florida corporation (“LFE”) and TROY STEPHAN (“Mr. Stephan” and together with LFE, the “Seller”), and 1519BT, LLC, a Florida limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references outlined in Exhibit A attached hereto.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 13th, 2019 • BT Brands, Inc. • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2019 • BT Brands, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of ___________, 2017, is by and between Burger Time, Inc., a Delaware corporation (the “Company”) and the undersigned purchasers (each, a “Purchaser” and, collectively, the “Purchasers”).
BUSINESS ASSET PURCHASE AGREEMENTBusiness Asset Purchase Agreement • August 14th, 2024 • BT Brands, Inc. • Retail-eating places • Florida
$ 85,000 ___________ B. Earnest Money Deposit within one five (5) business day of Effective Date. All Deposits to be held by Law Offices of John McGlynn, Stuart FL (hereinafter referred to as “Escrow Agent”). All parties acknowledge that all Earnest Money Deposits are subject to collection and that these funds will not be disbursed until they are collected. All funds will be held in a non-interest-bearing account.
