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:
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”).
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
