SETTLEMENT AGREEMENTSettlement Agreement • May 11th, 2020 • Potbelly Corp • Retail-eating places • Delaware
Contract Type FiledMay 11th, 2020 Company Industry JurisdictionThis SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2020, by and among Potbelly Corporation, a Delaware corporation (the “Company”), on the one hand, and Intrinsic Investment Holdings, LLC, an Illinois limited liability company (“Intrinsic”), the Vann A. Avedisian Trust U/A 8/29/85, a trust formed in the state of Illinois (the “Avedisian Trust”), Vann A. Avedisian, an individual, KGT Investments, LLC, a Delaware limited liability company (“KGT”), The Khimji Foundation, a charitable trust formed in the state of Texas (“TKF”), Mahmood Khimji, an individual, Bryant L. Keil, an individual, Neil Luthra, an individual (each an “Investor” and collectively, with each of their respective Affiliates, the “Investors”), David J. Near, an individual (“Mr. Near”), and Todd W. Smith, an individual (“Mr. Smith” and, together with Mr. Near, the “Investor Designees”), on the other hand. The Company and the Investors are each herein referred to as a “party” and collectivel