CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • Ohio
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between _________________________ (the “Assignor”) and ___________________________ (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in that certain Credit and Security Agreement (as more fully described below and as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The standard terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
Subscription AgreementSubscription Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Regional Brands Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to $12,500,000.00 of its shares of common stock, par value $0.00001 per share (“Shares”), at a purchase price of $13.50 per Share (the “Purchase Price”).
ContractRegional Brands Inc. • November 7th, 2016 • Services-computer programming, data processing, etc. • New York
THE INDEBTEDNESS EVIDENCED BY THIS DOCUMENT IS SUBORDINATE TO THE INDEBTEDNESS OF THE MAKER (OR ANY SUCCESSOR THERETO) TO KEYBANK NATIONAL ASSOCIATION, AS AGENT, OR ANY OF ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 1, 2016, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED OR OTHERWISE MODIFIED (OR ANY SUCCESSOR AGREEMENT WHICH REPLACES AND REFERENCES SUCH AGREEMENT).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • New York
This Management Services Agreement, dated as of November 1, 2016, is entered into by and between B.R. JOHNSON, LLC, a Delaware limited liability company (the “Company”) and LORRAINE CAPITAL, LLC, a New York limited liability company (“Lorraine”).
B.R. JOHNSON, LLC LIMITED LIABILITY COMPANY AGREEMENT __________________________Limited Liability Company Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time, the “Agreement”) of B.R. Johnson, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) is dated and effective as of November 1, 2016 (the “Effective Date”), by and among each of the Persons whose name appears at the foot of this Agreement (such persons being hereinafter referred to collectively as the “Members” and individually as a “Member”).
ContractLoan and Security Agreement • November 7th, 2016 • Regional Brands Inc. • Services-computer programming, data processing, etc. • Ohio
THE LIENS, SECURITY INTERESTS, ASSIGNMENTS AND/OR OTHER ENCUMBRANCES GRANTED BY THIS DOCUMENT IS SUBORDINATE TO THE LIENS OF KEYBANK NATIONAL ASSOCIATION, OR ITS SUCCESSORS OR ASSIGNS, PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 1, 2016, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED OR OTHERWISE MODIFIED (OR ANY SUCCESSOR AGREEMENT WHICH REPLACES AND REFERENCES SUCH AGREEMENT).
