Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020

 

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAW OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER, INCLUDING, WITHOUT LIMITATION, PURSUANT TO REGULATION S PROMULGATED UNDER SUCH SECURITIES ACT.

 

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE ISSUER WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE PAYEE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THE ISSUER MAY BE REACHED AT 6612 E. 75TH STREET, SUITE 450, INDIANAPOLIS, INDIANA 96250, ATTENTION: PAUL MOBLEY.

 

 

 

 

FOR VALUE RECEIVED, NOBLE ROMAN’S, INC., an Indiana corporation (the “Issuer”), hereby promises to pay, pursuant to the terms and conditions hereof, to Corbel Capital Partners SBIC, L.P., a Delaware limited partnership, or its registered assigns (“Payee”), the principal sum of Eight Million Dollars ($8,000,000), together with interest from the date first written above on the unpaid principal balance at the rates provided in that certain Senior Secured Promissory Note and Warrant Purchase Agreement dated as of February 7, 2020 entered into among the Issuer, the Purchasers from time to time party thereto, and Corbel Capital Partners SBIC, L.P., as the Agent for such Purchasers thereunder (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”). Initially capitalized terms used but not defined in this note (the “Note”) shall have the meanings ascribed to such terms in the Note Purchase Agreement. All computations of interest shall be in accordance with the provisions of the Note Purchase Agreement. Notwithstanding anything to the contrary contained herein, under no circumstances shall the interest rate of this Note ever be more than the maximum rate permitted under Section 4.

 

 

required to be paid early in accordance with the terms of the Note Purchase Agreement. Any principal or interest payment in respect of this Note which would otherwise become due on a day other than a Business Day, shall instead become due on the next succeeding Business Day and such adjustment shall be reflected in the computation of interest.