UNDERWRITING AGREEMENT between BRICKTOWN RESTAURANT GROUP, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters BRICKTOWN RESTAURANT GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • New York
The undersigned, Bricktown Restaurant Group, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Bricktown Restaurant Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
BRICKTOWN RESTAURANT GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of ______, 2019 and is between Bricktown Restaurant Group, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
LICENSE AGREEMENTLicense Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
THIS LICENSE AGREEMENT (the “Agreement”) dated effective as of June 11, 2018, is entered into by and between BT CONCEPTS LLC, an Oklahoma limited liability company (the “Licensor”), and BT OPS MIDWEST CITY LLC, an Oklahoma limited liability company (the “Licensee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered effective as of the ______, 2019, by and between Bricktown Restaurant Group., a Delaware Corporation (the “Company”) and ________ (the “Executive”) and supersedes and replaces any prior employment agreement or employment letter between the Parties.
PURCHASE AND SALE AGREEMENT (BT Concepts 71st Street LLC)Purchase and Sale Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed and delivered effective as of July [ ], 2018 (the “Effective Date”), by and between TULSA BREWING COMPANY LLC, an Oklahoma limited liability company (“Seller”), and BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (“Purchaser”). The transaction contemplated by this Agreement may be referred to as the “Transaction.” Seller and Purchaser may be referred to individually as a “Party” or collectively as the “Parties.”
1st AMENDMENT TO PURCHASE AND SALE AGREEMENT (BT Concepts 71st Street LLC)Purchase and Sale Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
This 1st AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is executed and delivered effective as of December 31, 2018 (the “Effective Date”), by and between TULSA BREWING COMPANY LLC, an Oklahoma limited liability company (“Seller”), and BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (“Purchaser”) amending that certain Purchase And Sale Agreement between Seller and Purchaser dated August 30, 2018 (the “Agreement”).
SERVICES AGREEMENT by and between ABACUS SYSTEMS SOLUTIONS LLC AND BRICKTOWN BREWERY RESTAURANTS LLC Dated as of July 1, 2016 SERVICES AGREEMENTServices Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
THIS SERVICES AGREEMENT (the “Agreement”) is entered into effective as of July 1, 2016, by and between ABACUS SYSTEMS SOLUTIONS, LLC, an Oklahoma limited liability company (“Abacus”), and BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, its subsidiaries, affiliates, successors and assigns (“Client Company”). Service Provider and Client Company may be referred to in this Agreement separately as a “Party” or collectively as the “Parties”.
1st Amended and Restated Operating Agreement of EBGG-JV LLC An Oklahoma Limited Liability CompanyOperating Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
THIS 1ST AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is made and entered into effective as of August 18, 2010 (the “Effective Date”), by and among those persons listed on Schedule A in order to form a limited liability company under the Oklahoma Limited Liability Company Act.
FORM OF JOINDER AGREEMENT AND CONSENTJoinder Agreement and Consent • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
This JOINDER AGREEMENT AND CONSENT is entered into as of [ ], between and among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company (the “Borrower”); each subsidiary of Borrower from time to time party to the Note Purchase Agreement described below (the “Guarantors”, and together with the Borrower, the “Credit Parties”); [ ], a [ ] (collectively “New Guarantor”); PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”, and together with Fund III and each of their successors and assigns, each a “Lender”, and collectively, the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”);
BRICKTOWN BREWERY RESTAURANTS LLC Edmond, OK 73025Management Rights Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
You have requested that Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company (the “Borrower”), grant certain management rights to Praesidian Capital Opportunity Fund III, LP and Praesidian Capital Opportunity Fund III-A, LP (each, an “Investor”) so that the purchase by the Investor of (i) certain promissory notes of the Borrower (the “Notes”) pursuant to the Note Purchase Agreement and Security Agreement, dated as of the date hereof, among the Borrower, the Investor and the other parties thereto, as such agreement may be amended, supplemented or otherwise modified from time to time (the “Purchase Agreement”) and (ii) certain Units of the Borrower (collectively, the “Shares”), may each qualify as a “venture capital investment” as described in clause (d)(3)(i) of the U.S. Department of Labor Regulations § 2510.3-101 (the “DOL Regulation”). This letter will confirm our agreement that the Investor will be entitled to the contractual management, information and other rig
Senior Series [ ] NoteSenior Series Note • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
This Note is executed and delivered pursuant to that certain Note Purchase Agreement and Security Agreement, dated as of January 31, 2015, among the Borrower, the Subsidiaries of the Borrower, Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as Lender and as Agent and Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership, (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “Purchase Agreement”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • May 13th, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Delaware
THIS DEBT CONVERSION AGREEMENT (“Agreement”), dated as of May [__], 2019 (the “Effective Date”), is made and entered into by among BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company, (the “Borrower”), each subsidiary of Borrower from time to time party hereto (the “Guarantors”, and together with the Borrower, the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund III”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”, and together with Fund III and each of their successors and assigns, each a “Lender”, and collectively, the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).
Small Business Side LetterSmall Business Side Letter • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
Reference is made to that certain Note Purchase Agreement and Security Agreement (the “Purchase Agreement”), dated as of the date hereof, and as may be amended and in effect from time to time, by and between, among others, BRICKTOWN BREWERY RESTAURANTS LLC, an Oklahoma limited liability company with its principal place of business at 1101 W. Waterloo Road, Edmond, OK 73025 (the “Borrower”) and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership with its principal place of business at 419 Park Avenue South, New York, New York, as a lender (“PCOF”), pursuant to which, among other things, PCOF has agreed to provide necessary financing to the Borrower by making term loans to the Borrower in the principal amount of $4,896,333.19 on the terms set forth in the Purchase Agreement and to purchase from the Borrower certain equity interests (the “Equity”).
AMENDED & RESTATED LICENSE AGREEMENT (Bricktown Brewery – Woodland Hills)License Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
THIS AMENDED & RESTATED LICENSE AGREEMENT (the “Agreement”) dated effective as of June 1, 2018, is entered into by and between BT CONCEPTS LLC, an Oklahoma limited liability company (the “Licensor”), and BT CONCEPTS 71st STREET LLC, an Oklahoma limited liability company (the “Licensee”) amending, restating and replacing the original License Agreement dated November 1, 2016 between Licensor and Licensee.
Redactions with respect to certain portions hereof denoted withMaster Distribution Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
MEMBER VOTING AND CONTROL AGREEMENT between and among CAIO, LLC, BURKE HOLDINGS LLC, WG BUCK WARFIELD, MIKE BEIGHEY, MATT THOMAS, 317 LLC, H. PRESTON STOCKTON, JR. REVOCABLE TRUST, KARL I. McLENDON, WILLIAM C. LIEDTKE III, ERIC C. GROW, TULSA BREWING...Member Voting and Control Agreement • April 3rd, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places • Oklahoma
THIS MEMBER VOTING AND CONTROL AGREEMENT (“Agreement”) dated as of August 1, 2018, is entered into by and among CAIO, LLC, an Oklahoma limited liability company (“Caio”), BURKE HOLDINGS LLC, an Oklahoma limited liability company (“Burke”), WG BUCK WARFIELD, an individual (“Warfield”), MIKE BEIGHEY, an individual (“Beighey”), MATT THOMAS, an individual (“Thomas”), 317 LLC, an Oklahoma limited liability company (“317”), and H. PRESTON STOCKTON, JR. REVOCABLE TRUST, an Oklahoma revocable trust (“Stockton” and together with Caio, Burke, Warfield, Beighey, Thomas and 317, the “Control Members”): KARL I. McLENDON, an individual (“McLendon”), WILLIAM C. LIEDTKE III, an individual (“Liedtke”), ERIC C. GROW, an individual (“Grow” and collectively with McLendon and Liedtke, the “Additional Brewers Members”); TULSA BREWING COMPANY LLC, an Oklahoma limited liability company (“Tulsa”); and BT BREWERS LLC, an Oklahoma limited liability company (“Brewers”), with reference to the following facts: (Eac
AMENDED AND RESTATED NOTENote • May 13th, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
This Note is executed and delivered pursuant to the Note Purchase Agreement and Security Agreement, dated as of January 31, 2015 (as amended, supplemented, restated or otherwise modified through and including the date hereof, the “Purchase Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement), among the Borrower, the Subsidiaries of the Borrower party thereto, Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as Lender and as Agent and Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership and amends and restates each of the Prior Notes (as defined in the Fifteenth Amendment) payable to the Lender.
FIFTEENTH AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENT (Bricktown Brewery Restaurants LLC)Note Purchase and Security Agreement • May 13th, 2019 • Bricktown Brewery Restaurants LLC • Retail-eating & drinking places
FIFTEENTH AMENDMENT (this “Amendment”), dated as of May [ ], 2019, to Note Purchase Agreement and Security Agreement, dated as of January 31, 2015 (as amended, modified or supplemented prior to the date hereof, the “Existing Purchase Agreement” and as amended, modified and supplemented by this Amendment, the “Purchase Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings given thereto in the Existing Purchase Agreement), by and among BRICKTOWN RESTAURANT GROUP, INC. a Delaware corporation formerly known as Bricktown Brewery Restaurants LLC, an Oklahoma limited liability company (the “Borrower”), each subsidiary of Borrower party thereto as a guarantor (the “Guarantors”, and together with the Borrower, the “Credit Parties”), the persons identified on the signature pages hereto as lenders (collectively, the “Lenders”), and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, as agent for the Lenders (in such capacity, t
