SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2021 • Potbelly Corp • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Potbelly Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2021 • Potbelly Corp • Retail-eating places
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2021, by and among Potbelly Corporation, a Delaware corporation (the “Company”), and the several signatories hereto.
COMMON STOCK PURCHASE WARRANT POTBELLY CORPORATIONPotbelly Corp • February 10th, 2021 • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 August 13, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 12, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Potbelly Corporation, a Delaware 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).
