0001437749-13-004421 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 12, 2013, by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”).

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NOMINATION AGREEMENT
Nomination Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio

This NOMINATION AGREEMENT (this “Agreement”) is made as of April 12, 2013, by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”) and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio

This SHARE PURCHASE AGREEMENT (“Purchase Agreement”) is entered into as of April 12, 2013 (the “Effective Date”) by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”).

LOCK-UP AGREEMENT
Lock-Up Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into on April 11, 2013 between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and JCP Investment Management, LLC, a Texas limited liability company (the “Holder”).

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