Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other Loan Party in party to such merger is a transaction in which Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that the Borrower if Borrower is not a Loan Partythe surviving Person, and (iv) any Subsidiary that is not (other than a Loan Party Wholly Owned Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into or consolidate with any other Subsidiary that is not Person in order to effect a Loan Party, Permitted Acquisition and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. No Loan Party shall, and shall permit any Subsidiary to, form or create any new Subsidiary that is not organized under the law of one of the states of the United States. (b) No Loan Party will, nor Holdings will it permit not engage at any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage time in any business or business activity other than (i) ownership and acquisition of Equity Interests in the ownership Borrower, together with activities directly related thereto, (ii) performance of its obligations under and in connection with the Loan Documents and the other agreements contemplated hereby, (iii) actions incidental to the consummation of the Transactions, (iv) actions required by law to maintain its existence, (v) the payment of dividends and taxes, (vi) the issuance of and the performance of obligations in respect of its Equity Interests and Indebtedness and (vii) activities incidental to its maintenance and continuance and to the foregoing activities. Notwithstanding anything to the contrary contained in herein, (i) Holdings shall at all times own directly 100% of the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) Holdings shall not sell, dispose of, ▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise transfer such Equity Interests in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than pursuant to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower Company in a transaction in which the surviving entity Company is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary (and (A) if any party to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any party to such merger is a Borrower, the surviving entity is a Borrower), (iii) any acquisition permitted under Section 6.04 may be accomplished by a merger of one or more Subsidiaries in a transaction in which the surviving entity is a Subsidiary that (and (A) if any party to such merger is not a Loan Party may merge into Designated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any other Subsidiary that party to such merger is not a Loan PartyBorrower, the surviving entity is a Borrower) and (iv) any Subsidiary that is not (other than a Loan Party Borrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger or amalgamation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Company will not, nor and will it not permit any of its the Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its the Subsidiaries on the date hereof Closing Date and businesses substantially reasonably related thereto or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent healthcare industry or such Equity Interests require dividends, redemptions or other business as shall have been approved by the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence)Required Lenders. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willIntermediate Holdings and the Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing that (i) Holdings or any Restricted Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving company, (ii) any Loan Party Restricted Subsidiary (other than the Borrower) or other Person may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and if a party to such transaction is a Loan Party, the resulting entity shall also be a Loan Party), (iii) any Restricted Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan PartyDispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Loan Party Disposition permitted by Section 6.04(j) and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger or Division involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 6.046.05; provided further that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Restricted Subsidiary may not be deemed to be an Immaterial Subsidiary at the time of or in connection with the applicable Division. (b) No Loan Party willIntermediate Holdings and the Borrower will not, nor and will it not permit any of its the Restricted Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof of execution of this Agreement and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager The Borrower will engage in any business or activity not permit its fiscal year to end on a day other than (i) the ownership last Sunday of all each calendar year or change the outstanding Equity Interests Borrower’s method of determining its fiscal quarters; provided that upon prior written notice to the Borrower and activities incidental theretoAgent, (ii) in the case of Holdings, holding the Parent NoteIntermediate Holdings may, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any may allow its Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary Subsidiaries to, consummate a Division as change its fiscal year to match the Dividing Person, without the prior written consent fiscal year end of Administrative Agent. Without limiting the foregoing, if MSG or any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan DocumentsMSG Company.

Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, divide or dissolve, except provided, however, that, (1) any Loan Party may consummate a Permitted Acquisition, (2) any Loan Party may make a Disposition to the extent permitted under Section 6.05, and (3) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings any Borrower may merge with the into a Borrower in a transaction in which a Borrower is the surviving entity is the entity, (ii) any Borrower may merge into another Borrower, (iiiii) any Loan Party (other than the any Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate liquidate, divide or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation liquidation, division or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the LendersLender; provided, and (v) [intentionally omitted]; provided further that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries Subsidiary to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Borrowers and its their Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings No Loan Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the Manager will engage basis in any business or activity other than (i) effect on the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence)Effective Date. (d) No Loan Party will change the accounting basis upon which its financial statements are prepared. (e) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agentthe Lender. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent Lender as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party will, nor The Borrower will it permit any Subsidiary to, merge into or not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or otherwise Dispose any substantial portion, of its properties and assets to one or more Persons in one or a series of related transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders, affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its properties and assets, or all or shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially all in the form of Exhibit D (it being understood that the Borrower and the Administrative Agent, on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as they may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of any the happening of its Subsidiaries (in each case, whether now owned a contingency) to elect a majority of the board of directors or hereafter acquired), or liquidate or dissolve, except that, if other managers thereof are at the time thereof and immediately after giving effect thereto no Event owned, or the management of Default shall have occurred and be continuing (i) Holdings which is otherwise controlled, directly or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is indirectly through one or more intermediaries, or both, by the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) (including, in each case any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower Company in a transaction in which the surviving entity Company is the Borrower, surviving corporation, (ii) any Loan Party (other than Subsidiary, or branch of the Borrower) Company or a Subsidiary, may merge into into, consolidate with, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) (including, in each case any other Loan Party disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division) all or any substantial part of its assets, or all or substantially all of the Equity Interests to, any Subsidiary in a transaction in which the surviving entity is a Loan Party, Subsidiary, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose (including, in each case any disposition of property to a Loan Party may merge into any other Delaware Divided LLC pursuant to a Delaware LLC Division) of its assets to the Company or to another Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related or strategically aligned thereto.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing: (ia) Holdings or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the European Borrower) may be merged or consolidated with or into any Person (including another Subsidiary) and any Subsidiary (other than the European Borrower) may be liquidated or dissolved or change its legal form, in each case in order to consummate any Investment otherwise permitted by Section 6.05 or Disposition otherwise permitted by Section 6.10; (b) the Company may be consolidated with or merged into any newly formed corporation organized under the laws of the United States or any State thereof solely for changing its jurisdiction of incorporation; provided that simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Company is merged shall expressly assume all obligations of the Company under the Loan Documents and (y) the Person formed by such consolidation or into which the Company is merged shall take all actions as may be required to preserve the enforceability of the Loan Documents and validity and perfection of the Liens of the Collateral Documents; (c) any Inactive Subsidiary or Immaterial Subsidiary may merge into any other Loan Party in a transaction in which or consolidate with another Immaterial Subsidiary or Inactive Subsidiary but if the surviving entity is becomes a Loan Party, Specified Domestic Subsidiary the Borrower shall comply with Section 5.09; and (iiid) any Subsidiary that is not a Loan Party may merge into any (other Subsidiary that is not a Loan Party, (ivthan the European Borrower) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous adverse to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, Lenders and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any if such Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above)Loan Party, each Division Successor shall be required such Loan Party’s assets and property are transferred to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the another Loan Documents and become a Loan Party under this Agreement and the other Loan DocumentsParty.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge Merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) Holdings the Borrower or any Restricted Subsidiary of Holdings may merge with a Person pursuant to a Permitted Acquisition if the Borrower in (or such Restricted Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Restricted Subsidiary may merge into another Restricted Subsidiary, provided, that if any other Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Restricted Subsidiary that is not a Loan Party may merge into sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any other Subsidiary that is not a Loan Party, (iv) any Restricted Subsidiary that is not (other than a Loan Party Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, Lenders and (v) [intentionally omitted]any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent Engage in any business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary, provided that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (ia) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person may merge with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is the Borroweror becomes a Wholly Owned Subsidiary Guarantor, (iic) any Loan Party Subsidiary may Dispose of its assets to the Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, (d) the Borrower or any Subsidiary may Dispose of its interest in any Subsidiary pursuant to a merger of such Subsidiary, (e) any Foreign Subsidiary may merge with any other than Person so long as the Borrowersurviving entity is a Subsidiary or Dispose of its assets to any other Subsidiary pursuant to a transaction of liquidation or dissolution and (f) the Borrower may merge into any other Person so long as (i) the surviving entity assumes all the Obligations of the Borrower hereunder and under the other Loan Party in Documents pursuant to a transaction in which written agreement satisfactory to the Administrative Agent, (ii) the surviving entity is organized under the laws of a Loan Partyjurisdiction within the United States of America, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partyno Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such merger, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines shall be in good faith that compliance, on a pro forma basis after giving effect to such liquidation or dissolution is merger, with the covenants contained in Section 6.1, in each case recomputed as at the best interests last day of the most recently ended fiscal quarter of the Borrower and for which the relevant information is not materially disadvantageous available as if such merger had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the Lenders, Administrative Agent at least ten Business Days prior to such merger) and (v) [intentionally omitted]; provided all filings have been made under the Uniform Commercial Code or otherwise that any are required in order for the Collateral Agent to continue at all times following such merger involving to have a Person valid, legal and perfected security interest in all the Collateral. It is understood that is not a wholly owned Subsidiary immediately prior no transaction pursuant to such merger this Section 6.4 shall not be permitted unless any Investment or Disposition made in connection therewith is also expressly permitted by Section 6.046.5 or 6.7, as applicable. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willExcept as permitted by Section 7.6, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. Notwithstanding the foregoing, the Borrower and the Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of substantially the same type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willEnter into any merger, nor will it permit any Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or otherwise Dispose of all or substantially all of its assets, property or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that: (a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any directly or indirectly wholly-owned Subsidiary (provided that the continuing or surviving corporation shall be a Subsidiary); and (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or any Subsidiary (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 6.5; (c) the Borrower or a wholly-owned Subsidiary of the Borrower may merge with another corporation, if at provided (i) the time thereof Borrower or such wholly-owned Subsidiary (subject to clause (ii)), as the case may be, shall be the continuing or surviving corporation of such merger, or (ii) in the case of a wholly-owned Subsidiary of the Borrower which is merged into another corporation which is the continuing or surviving corporation of such merger, the Borrower shall cause such continuing or surviving corporation to be a wholly-owned Subsidiary of the Borrower; provided in the case of (i) and (ii) above, immediately before and after giving effect thereto to such merger no Default or Event of Default shall have occurred and be continuing continuing; and (id) Holdings provided no Default or Event of Default shall have occurred and be continuing, any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is the Borrowerbe dissolved, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate wound-up or dissolve liquidated if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Borrower, is not materially disadvantageous to the Lenders, Lenders and (v) [intentionally omitted]; provided that any such merger involving could not reasonably be expected to have a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Material Adverse Effect. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Company or any Subsidiary of Holdings may merge with a Person if the Borrower in Company (or such Subsidiary if the Company is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party in another Subsidiary or the Company; provided, however, that if the Company is a transaction in which party to such merger, the Company shall be the surviving entity Person, provided, further, that if any Subsidiary to such merger is a Loan Partyan Obligor, the Obligor shall be the surviving Person, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to an Obligor, (iv) ARPR, AIC or any Additional Obligor may liquidate or dissolve into the Company if such liquidation or dissolution does not have a Material Adverse Effect, (v) any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Borrower and is not materially disadvantageous to the LendersCompany; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.paragraph 6I. (b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willExcept as permitted in Section 6.19, nor the Sponsor will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Unmatured Credit Event of Default or Credit Event shall have occurred and be continuing (i) Holdings the Sponsor or any Subsidiary of Holdings may merge with a Person if the Borrower in Sponsor (or such Subsidiary if the Sponsor is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, however, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party (may liquidate or dissolve into a Subsidiary Loan Party) or into the Sponsor if the Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Sponsor and is not materially disadvantageous to the LendersParticipants; provided, and (v) [intentionally omitted]; provided however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.19. (b) No Loan Party willThe Sponsor will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Sponsor and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willExcluding Permitted Acquisitions, nor the Borrower will it not, and will not permit any Subsidiary of the Loan Parties to, make any Acquisitions, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries the Loan Parties (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) Holdings the Borrower or any Subsidiary of Holdings Loan Party may merge with a Person if the Borrower in (or such Loan Party if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party may merge into another Loan Party, so long as the Borrower and Parent are at all times surviving entities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to the Parent, and (iv) any Loan Party (other than the BorrowerBorrower or the Parent) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower or Parent immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries the Loan Parties to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries the Loan Parties on the date hereof and businesses substantially or lines of business incidental or reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party will, nor The Borrower will it permit any Subsidiary to, merge into or not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or otherwise Dispose any substantial portion, of its properties and assets to one or more Persons in one or a series of related transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its properties and assets, or all or shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially all in the form of Exhibit D (it being understood that the Borrower and the Administrative Agent, on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of any the happening of its Subsidiaries (in each case, whether now owned a contingency) to elect a majority of the board of directors or hereafter acquired), or liquidate or dissolve, except that, if other managers thereof are at the time thereof and immediately after giving effect thereto no Event owned, or the management of Default shall have occurred and be continuing (i) Holdings which is otherwise controlled, directly or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is indirectly through one or more intermediaries, or both, by the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge into or consolidate with the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving entity, (ii) any Loan Party Person (other than the Borrower) may merge into or consolidate with any other Loan Party Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Subsidiary that may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that connection with such liquidation or dissolution is in dissolution, substantially all the best interests assets of the Borrower and is not materially disadvantageous such Subsidiary are transferred to a Loan Party (to the Lenders, and (v) [intentionally omitted]extent such Subsidiary being liquidated or dissolved is a Subsidiary Loan Party); provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and the Borrower will it not permit any of its Subsidiaries Subsidiary to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its the Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptscomplementary thereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing: (ia) Holdings any Subsidiary may be merged or consolidated with or into any Person (including another Subsidiary) and any Subsidiary may be liquidated or dissolved or change its legal form, in each case in order to consummate any Investment otherwise permitted by Section 6.05 or Disposition otherwise permitted by Section 6.10; (b) the Borrower may be consolidated with or merged into any newly formed corporation organized under the laws of the United States or any State thereof solely for changing its jurisdiction of incorporation; provided that simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Borrower is merged shall expressly assume all obligations of the Borrower under the Loan Documents and (y) the Person formed by such consolidation or into which the Borrower is merged shall take all actions as may be required to preserve the enforceability of the Loan Documents and validity and perfection of the Liens of the Collateral Documents; (c) any Inactive Subsidiary of Holdings or Immaterial Subsidiary may merge into or consolidate with the Borrower in a transaction in which another Immaterial Subsidiary or Inactive Subsidiary but if the surviving entity is becomes a Specified Domestic Subsidiary the Borrower, Borrower shall comply with Section 5.09; and (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iiid) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous adverse to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, Lenders and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any if such Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above)Loan Party, each Division Successor shall be required such Loan Party’s assets and property are transferred to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the another Loan Documents and become a Loan Party under this Agreement and the other Loan DocumentsParty.

Fundamental Changes. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party Subsidiary (other than the Borrower) may merge into any other Loan Party Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any (other Subsidiary that is not a Loan Party, (ivthan the Borrower ) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (vi) any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) [intentionally omitted]any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof Effective Date and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests shares of capital stock of the Borrower and activities incidental thereto, (ii) in including the case conduct of Holdingsstock repurchase programs, holding the Parent Note, administering payrolls for executive officers and (iii) in the case of the Manager, being the Manager of the Borrower and other activities incidental thereto and to its existence as a publicly-owned holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, company. Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would will not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests shares of capital stock of the Borrower, in the case cash, promissory notes held pursuant to clause (g) of Holdings, the Parent Note Section 6.04 and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities liabilities, and other liabilities reasonably incurred in connection with incidental to its maintenance of existence and permitted business and activities). Holdings will not have any Subsidiaries, other than the Borrower and its existence)Subsidiaries. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Subsidiary Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all any of the stock Equity Securities of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings may merge amalgamate with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into amalgamate with any other Loan Party in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve into the Borrower or another Credit Party if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the Administrative Agent determines that such liquidation or dissolution is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]the Parent may amalgamate with the Pre-Filing Parent, as contemplated by Article 3 of the Plan of Arrangement; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior amalgamation pursuant to such merger Sections 6.3(i), (ii) or (v) shall not be permitted unless also permitted the amalgamated corporation confirms to the Administrative Agent in writing that the amalgamated corporation is liable, by Section 6.04. (b) No Loan Party willoperation of law or otherwise, nor for the obligations of the Borrower or the relevant amalgamating corporation under this Agreement. The Borrower will it not, and will not permit any of its Subsidiaries Credit Party to, (i) engage to any material extent in any material business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsBusiness. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Parent Borrower will not, nor and will it not permit any Material Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock Capital Stock of any of its the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, wind up or dissolve, except that, (i) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings continuing, any Person may amalgamate, consolidate or any Subsidiary of Holdings may merge with or into any Borrower so long as, if applicable, such Borrower is the Borrower in a transaction in which surviving corporation, or amalgamate, consolidate or merge with or into any other Subsidiary so long as, if applicable, the surviving entity is the Borrowera Subsidiary, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into sell, transfer, lease or otherwise dispose of its assets to any Borrower or to any other Loan Party in a transaction in which the surviving entity is a Loan PartySubsidiary, or amalgamate, consolidate or merge with or into, any Borrower or any other Subsidiary, (iii) any Subsidiary that is not a Loan Party may merge into make any other Subsidiary that is not a Loan Party, Disposition permitted by Section 7.5 and (iv) any Subsidiary that is not a Loan Party may liquidate liquidate, wind up or dissolve if the Parent Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such amalgamation, consolidation or merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such amalgamation, consolidation or merger shall not be permitted unless also permitted by Section 6.047.7; and provided further that if such amalgamation, consolidation or merger involves any Borrower, the continuing entity resulting from such combination shall, if reasonably requested by the Administrative Agent, execute and deliver an assumption agreement with respect to the Obligations of such Borrower together with supporting documentation and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Parent Borrower and its Domestic Subsidiaries shall not be permitted to transfer or otherwise dispose of, including through any merger, amalgamation or consolidation, any substantial portion of the assets or operations of itself and such Domestic Subsidiaries taken as a whole to the Canadian Borrower and its Subsidiaries. (b) No Loan Party willThe Parent Borrower will not, nor and will it not permit any of its the Material Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing ; provided that (i) Holdings the Borrower or any Restricted Subsidiary of Holdings may merge with a Person if the Borrower in (or such Restricted Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Restricted Subsidiary may merge into the Borrower or another Restricted Subsidiary, provided that if any other party to such merger is the Borrower or a Subsidiary Loan Party in a transaction in which Party, the Borrower or such Subsidiary Loan Party, as applicable, shall be the surviving entity is a Loan PartyPerson, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Restricted Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided further, that any such merger transaction involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger transaction shall not be permitted unless also permitted by Sections 7.4 and 7.6 and (v) so long as no Event of Default exists or would result therefrom, any merger, consolidation or other fundamental change necessary to effect a Permitted Acquisition, Investment permitted by Section 6.04. (b) No Loan Party will7.4 and other transactions permitted by Section 7.6; provided that the continuing or surviving Person shall be a Restricted Subsidiary that shall have complied with the requirements of Section 5.10. Any reference in this Section 7.3 or in Section 7.6 to a combination, nor will it permit any of its Subsidiaries tomerger, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related consolidation, disposition, dissolution, liquidation or incidental thereto (it being agreed that no material change transfer shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted apply to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (or the unwinding of such a Division) as if it were a combination, merger, consolidation, disposition, dissolution, transfer or similar term, as applicable, to or with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsseparate Person.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided that if any other party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as such term is defined in Section 7.4 below), if any, is also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower Company in a transaction in which the surviving entity Company is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary (and if any party to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary), (iii) any acquisition permitted under Section 6.04 may be accomplished by a merger of one or more Subsidiaries in a transaction in which the surviving entity is a Subsidiary that (and if any party to such merger is not a Loan Party may merge into any other Subsidiary that Designated Subsidiary, the surviving entity is not a Loan Party, Designated Subsidiary) and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger or amalgamation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Company will not, nor and will it not permit any of its the Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its the Subsidiaries on the date hereof Effective Date and businesses substantially reasonably related thereto or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent healthcare industry or such Equity Interests require dividends, redemptions or other business as shall have been approved by the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence)Required Lenders. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing: (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the Borrower, Person, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary, provided that if any other Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsancillary thereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willBKRF will not, nor and will it not permit any Subsidiary of the other RCF Loan Parties or their Subsidiaries to, merge into or (i) merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate in favor of any Person or dissolve(ii) make or agree to make any amendment to its Organizational Documents (as defined in the RCF Agreement) to the extent that such amendment could reasonably be expected to be materially adverse to the interests of ▇▇▇▇▇, except that, if at the time thereof and immediately after giving effect thereto so long as no Event of Default shall have occurred and be continuing exists or would result therefrom: (a) any RCF Loan Party may merge with a RCF Loan Party, provided, that (i) Holdings or any Subsidiary of Holdings may merge with the Borrower in a transaction in which BKRF must be the surviving entity of any such merger to which it is the Borrowera party, (ii) no merger may occur between a RCF Loan Party and a Subsidiary of such RCF Loan Party that is not a RCF Loan Party unless such RCF Loan Party is the surviving entity of any such merger, and (iii) no merger may occur between Subsidiaries of any RCF Loan Party that are not RCF Loan Parties; (b) the RCF Loan Parties and their Subsidiaries may make Dispositions permitted by Section 6.04 (Dispositions) of the RCF Agreement; (c) any Investment permitted by Section 6.06 (Investments; Subsidiaries) of the RCF Agreement may be structured as a merger, consolidation or amalgamation; and (d) BKRF may cause (i) the liquidation or dissolution of non-operating Subsidiaries of BKRF with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a RCF Loan Party (other than BKRF) or any of its Wholly-Owned Subsidiaries so long as all of the Borrowerassets (including any interest in any Equity Interests) may merge into any other of such liquidating or dissolving RCF Loan Party in or Subsidiary are transferred to a transaction in which the surviving entity RCF Loan Party that is a Loan Partynot liquidating or dissolving, or (iii) any the liquidation or dissolution of a Subsidiary of BKRF that is not a RCF Loan Party may merge into any other so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of BKRF that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate liquidating or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04dissolving. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party Borrower will, nor will it permit any Subsidiary other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of all (in one transaction or substantially all in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if and provided that with respect to the matters in the following clauses (ii) through (v) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings any Borrower or Subsidiary may sell, transfer or lease inventory and scrap or otherwise dispose of obsolete material, inventory or equipment in the ordinary course of business upon terms substantially consistent with past practices, (ii) any Subsidiary of Holdings a Borrower may merge with the into a Borrower in a transaction in which a Borrower is the surviving entity is the Borrowerentity, (iiiii) any Loan Party (other than the a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iiiiv) any Subsidiary that is not a Loan Party Borrower may merge into any other Subsidiary that is not a Borrower (other than Alta Group), (v) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Loan Party, and (ivvi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders, Lenders and (v) [intentionally omitted]all assets of such Subsidiary are transferred to a Loan Party; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 5.09 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents. (c) No Borrower will, nor will it permit any Guarantor to, engage to any material extent in any business other than businesses of the type conducted by the Borrowers and Guarantors on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Regulated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter here­after acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other sell, transfer, lease or otherwise dispose of its assets in the ordinary course of business or to the Borrower or to another Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]Lender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the Lender. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Regulated Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Regulated Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) the Borrower and any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the extent permitted in Section 7.6, and (v) any Subsidiary (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries taken as whole on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels)thereto, or (ii) ownexcept where the Investment made, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsfunds expended or committed with respect to such business, do not exceed $5,000,000 in each new business. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary Guarantor to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other Loan Party in party to such merger is a transaction in which Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan PartyGuarantor, and (iv) any Subsidiary that is not (other than a Loan Party Subsidiary Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrower, and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager thereto. The Special Purpose Subsidiaries will not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent hold such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent assets and conduct such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection business as is consistent with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 purpose and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.businesses reasonably related thereto

Fundamental Changes. (a) No Loan Party will, nor Consolidated Entity will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Parent Borrower in a transaction in which the surviving entity Parent Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any (other Subsidiary that is not than a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Parent Borrower, is not materially disadvantageous to the LendersLenders and could not reasonably be expected to have a Material Adverse Effect, and (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) [intentionally omitted]; provided that any such merger involving Wholly-Owned Subsidiary may merge into any Person in order to consummate a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also Permitted Acquisition permitted by Section 6.046.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity. (b) No Loan Party will, nor Consolidated Entity will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries Consolidated Entities on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into into, acquire or consolidate with any other Person, or permit any other Person (including but not limited to any professional association) to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type business conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsof execution of this Agreement. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party Neither the Parent nor the Borrower will, nor and neither of them will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings the Parent may merge with or into any other Person so long as the Borrower in a transaction in which Parent is the surviving entity is the Borrowerentity, (ii) any Loan Party (other than the Borrower) Borrower may merge with or into any other Loan Party Person so long as the Borrower is the surviving entity and remains a wholly owned subsidiary of the Parent, (iii) any Subsidiary may merge with or into any other wholly owned Subsidiary in a transaction in which the surviving entity is a Loan Party, (iii) Subsidiary and any Subsidiary that is not a Loan Party may merge with or into any other Subsidiary that Borrower in a transaction in which the Borrower is not a Loan Partythe surviving entity, (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party Neither the Parent nor the Borrower will, nor and neither of them will it permit any Subsidiary to, and the Parent will not permit any of its Subsidiaries toother subsidiaries, (i) to engage to any material extent in any business other than a Qualifying Business and any businesses incidental, related or ancillary to, or which are entered into as a means of facilitating or enhancing, any of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsforegoing. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor -------------------- will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in or a Restricted Subsidiary (other than a License Subsidiary) pursuant to a transaction in which that constitutes a Permitted Acquisition, provided that the surviving entity -------- survivor of such merger is the BorrowerBorrower or a Restricted Subsidiary, as applicable; (ii) any Loan Party Restricted Subsidiary (other than the Borrowera License Subsidiary) may merge into any other Loan Party Restricted Subsidiary (other than a License Subsidiary) in a transaction in which the surviving entity is a Loan PartyRestricted Subsidiary, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary (other than a Loan Party may merge into any other Subsidiary that is not a Loan Party, License Subsidiary) or (iv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided -------- that any such merger involving a the Borrower or any Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower telecommunications and its Subsidiaries on the date hereof data networking business and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4 and (v) the foregoing shall not prohibit the incurrence of any Liens otherwise permitted under this Agreement. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party Subsidiary (other than the Borrower) may merge into any other Loan Party Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any (other Subsidiary that is not a Loan Party, (ivthan the Borrower ) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (vi) any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) [intentionally omitted]any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof Revolving Effective Date and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests shares of capital stock of the Borrower and activities incidental thereto, (ii) in including the case conduct of Holdingsstock repurchase programs, holding the Parent Note, administering payrolls for executive officers and (iii) in the case of the Manager, being the Manager of the Borrower and other activities incidental thereto and to its existence as a publicly- owned holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, company. Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would will not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests shares of capital stock of the Borrower, in the case cash, promissory notes held pursuant to clause (g) of Holdings, the Parent Note Section 6.04 and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities under the “Loan Documents” as such term is defined in the Revolving Credit Agreement, liabilities imposed by law, including tax liabilities liabilities, and other liabilities reasonably incurred in connection with incidental to its maintenance of existence and permitted business and activities). Holdings will not have any Subsidiaries, other than the Borrower and its existence)Subsidiaries. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary, provided that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof health care information technology and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willExcept for ancillary or complementary lines of business, nor or other lines of business added through growth or development of Borrower’s current line of business, the Borrower will it not, and will not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower shall not, nor will shall it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assetswind up, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party Person (other than the Borrower) may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Subsidiary that is not Asset Sale permitted under Section 6.04 may be structured as a Loan Party may merge into any other Subsidiary that is not a Loan Party, merger or consolidation and (iv) any Subsidiary that is not a Loan Party may wind up, liquidate or dissolve if (A) the Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, Lenders and (vB) [intentionally omitted]; with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all proceeds and distributions resulting from such winding up, liquidation or dissolution shall be made to other Subsidiary Loan Parties, provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section Sections 6.02, 6.04, 6.08 and 6.14, as applicable. (b) No Loan Party willThe Borrower will not, nor and will it permit any of its cause the Subsidiaries not to, (i) engage to any material extent in any business other than businesses of the type business now being conducted by the Borrower and its the Subsidiaries on the date hereof and other businesses substantially directly related or incidental thereto (it being agreed that no material change shall be deemed complementary to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptssuch business. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party Neither Holdings nor the -------------------- Borrower will, nor will it they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Person may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party Holdings may merge into any other Subsidiary that is not a Loan Party, the Borrower in connection with the initial Public Equity Offering by the Borrower and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any -------- such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of substantially the type conducted by the Borrower and its Subsidiaries on the date hereof of execution of this Agreement and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests shares of capital stock of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, . Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would will not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests shares of capital stock of the Borrower, in the case of Holdings, the Parent Note cash and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities liabilities, and other liabilities reasonably incurred in connection with incidental to its maintenance of its existenceexistence and permitted business and activities). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lendershave a Material Adverse Effect; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing: (ia) Holdings any Subsidiary (other than any European Borrower) may be merged or consolidated with or into any Person (including another Subsidiary) and any Subsidiary (other than any European Borrower) may be liquidated or dissolved or change its legal form, in each case in order to consummate any Investment otherwise permitted by Section 6.05 or Disposition otherwise permitted by Section 6.10; (b) the Company may be consolidated with or merged into any newly formed corporation organized under the laws of the United States or any State thereof solely for changing its jurisdiction of incorporation; provided that simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Company is merged shall expressly assume all obligations of the Company under the Loan Documents and (y) the Person formed by such consolidation or into which the Company is merged shall take all actions as may be required to preserve the enforceability of the Loan Documents and validity and perfection of the Liens of the Collateral Documents (except during a Collateral Suspension Period); (c) any Inactive Subsidiary of Holdings or Immaterial Subsidiary may merge into or consolidate with the Borrower in a transaction in which another Immaterial Subsidiary or Inactive Subsidiary but if the surviving entity is becomes a Specified Domestic Subsidiary the Borrower, Borrower shall comply with Section 5.09; and (iid) any Loan Party Subsidiary (other than the any European Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous adverse to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, Lenders and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any if such Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above)Loan Party, each Division Successor shall be required such Loan Party’s assets and property are transferred to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the another Loan Documents and become a Loan Party under this Agreement and the other Loan DocumentsParty.

Fundamental Changes. (a) No Loan Party willThe Sponsor will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Credit Event of Default shall have occurred and be continuing (i) Holdings the Sponsor or any Subsidiary of Holdings may merge with a Person if the Borrower in Sponsor (or such Subsidiary if the Sponsor is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party in another Subsidiary or the Sponsor; provided, however, that if the Sponsor is a transaction in which party to such merger, the Sponsor shall be the surviving entity Person, provided, further, that if any Subsidiary to such merger is a Loan PartyGuarantor, the Guarantor shall be the surviving Person, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Loan Party may merge into any other Subsidiary that is not a Loan PartyGuarantor, and (iv) any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Sponsor, is not materially disadvantageous to the LendersParticipants, and (v) [intentionally omitted]such Subsidiary dissolves into another Guarantor or the Sponsor; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.048.4. (b) No Loan Party willThe Sponsor will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Sponsor and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower shall not, nor will it and shall not permit any Subsidiary of its Subsidiaries to, merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing: (i) Holdings or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrowerany ▇▇▇▇ Insurance Subsidiary) may merge into or amalgamate with any other Loan Party in a transaction in which the surviving entity is a Loan Party, (ii) any Loan Party (other than the Borrower) may effect a merger, dissolution, liquidation, consolidation or amalgamation to effect a disposition permitted pursuant to Section 7.05 and (iii) any Subsidiary that is not a Loan Party may merge into any (other than the Borrower), the Guam Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party and the ZC Partnership may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and so long as all of the assets of such Loan Party or the ZC Partnership, and (v) [intentionally omitted]as applicable, are transferred to a Loan Party that is not liquidating or dissolving; provided that any such merger merger, amalgamation or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger merger, amalgamation or consolidation shall not be permitted unless also permitted by Section 6.047.04. (b) No The Borrower shall not, and shall not permit any other Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Loan Parties and its their Subsidiaries on the date hereof Closing Date and businesses substantially reasonably related thereto. The Borrower shall not permit the Guam Subsidiary to hold any material assets or incidental thereto (it being agreed that no become liable for any Indebtedness or any other material change shall be deemed to result from selling through retail or other additional channels)obligations, or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity activities other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than those incident to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence)existence or to the orderly liquidation and winding-up thereof. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Person may merge into any other a Loan Party in a transaction in which the surviving entity is a such Loan PartyParty (provided that any such merger involving the Borrower must result in the Borrower as the surviving entity), (iii) any Subsidiary that is not a Loan Party may merge into any other Dispose of its assets to the Borrower or to another Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 6.046.05. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof of execution of this Agreement and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager The Borrower will engage in any business or activity not permit its fiscal year to end on a day other than (i) the ownership last Sunday of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions December or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of change the Borrower, in the case ’s method of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with determining its maintenance of its existence)fiscal quarters. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Person may merge into any other Loan Party Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Restricted Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Restricted Subsidiary that is part of an asset sale permitted under this Agreement may merge with another entity in order to effect a sale of such Subsidiary; provided that such merger is treated as a sale of assets and otherwise complies with, and (v) [intentionally omitted]is permitted by, this Agreement; provided that any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date hereof Effective Date and businesses substantially related reasonably related, ancillary or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptscomplementary thereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Parent or the Borrower in a transaction in which the surviving entity Parent or the Borrower, as the case may be, is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Person may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or another Loan Party, (iv) any disposition of assets constituting an investment permitted by Section 6.05(c) shall be permitted and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.05. (b) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any of its Subsidiaries Subsidiary to, (i) engage to any material extent in any business other than businesses of the type conducted by the Parent, the Borrower and its the Subsidiaries on the date hereof of execution of this Agreement and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe US Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in the ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings Person may merge with the into any Borrower in a transaction in which such Borrower is the surviving entity is the Borrowercorporation, (ii) any Loan Party Person (other than the US Borrower) may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan Partydirect or indirect Subsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of its assets to the US Borrower or to another Subsidiary, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.048.06 and (v) the US Borrower may sell, transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the extent required by Section 4.06. (b) No Loan Party willThe US Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the US Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related, similar, supportive or ancillary thereto.

Fundamental Changes. (a) No Loan Party willKPP will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings the Borrower may merge with the Borrower in a transaction in which Person if such Subsidiary is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, Guarantor and (iv) any Subsidiary that is not (other than a Loan Party Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willKPP will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower KPP and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.giving (b) No Loan Party willThe Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (i) engage to any material substantial extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof Original Closing Date and businesses substantially ancillary, complementary or reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) ownchange its Fiscal Year from the basis in effect on the Original Closing Date or with respect to a Restricted Subsidiary that was acquired or formed after the Original Closing Date, operate or franchise from the basis in effect on the date such entity became a Restricted Subsidiary; provided that (x) any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor Restricted Subsidiary may change its fiscal year to conform to the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests Fiscal Year of the Borrower and activities incidental thereto, (iiy) in with the case of Holdings, holding the Parent Note, and (iii) in the case consent of the ManagerAdministrative Agent (not to be unreasonably withheld, being the Manager of conditioned or delayed) the Borrower and activities incidental thereto and holding all its Restricted Subsidiaries may change their Fiscal Year to end on December 31 so long as, if requested by the Administrative Agent, the Borrower shall have entered into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to ensure that such change in Fiscal Year does not materially adversely affect the rights of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions Lenders or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party Borrower under this Agreement and to otherwise appropriately update the other Loan Documentsterms hereof in light of such change in Fiscal Year and fiscal periods. For the avoidance of doubt, nothing in this Section 8.03 shall prohibit the consummation of the Transaction or the European Reorganization.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Regulated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other sell, transfer, lease or otherwise dispose of its assets in the ordinary course of business or to the Borrower or to another Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]Lender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the Lender. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Regulated Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Regulated Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if (x) the Borrower in a transaction in which is the surviving entity Person or (y) if the Borrower is not a party to such merger, such Subsidiary is the Borrowersurviving Person or the surviving Person is a Subsidiary and to extent required by Section 5.11, shall become a Subsidiary Loan Party pursuant to Section 5.11 at the time required therein, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is Person or the surviving Person shall become a Subsidiary Loan PartyParty pursuant to Section 5.11, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not or in connection with a Loan PartyDisposition permitted pursuant to Section 7.6, (iv) the Borrower or any Subsidiary that is not may sell, lease, transfer or otherwise dispose all or substantially all of the stock of any of its Subsidiaries in connection with a Loan Party Disposition permitted pursuant to Section 7.6 and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and in the case of any liquidation or dissolution of a Subsidiary Loan Party, all of its assets are transferred to, and (v) [intentionally omitted]all of its liabilities and obligations are assumed by, the Borrower or another Subsidiary Loan Party upon giving effect to such liquidation or dissolution; provided provided, that any such merger permitted pursuant to this Section 7.3 involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary of its respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings the Borrower may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving entity, (ii) any Loan Party (other than Holdings and the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, Lenders and (viv) [intentionally omitted]Goosehead Management, GHM Holdings, TWIG and TWIHG Holdings may each be dissolved or merged into or consolidated with any wholly-owned Subsidiary of Holdings, so long as such dissolution, merger or consolidation does not impair Collateral having a fair market value in excess of $1,000,000; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its respective Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Loan Parties and its their respective Subsidiaries on the date hereof and businesses substantially related reasonably related, complimentary or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary of its respective Subsidiaries to, consummate a Division as change its fiscal year or any fiscal quarter from the Dividing Person, without basis in effect on the prior written consent of Administrative Agent. Without limiting the foregoing, if any Effective Date. (d) No Loan Party that is will make a limited liability company consummates a Division (with or without significant change the prior consent of Administrative Agent accounting basis upon which its financial statements are prepared, except as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsor permitted by GAAP.

Fundamental Changes. (a) No Loan Party will, nor The Borrower will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willnot, nor will it permit any of its Subsidiaries to, (i) engage to enter into any material extent in any business other than businesses transaction of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related merger, division, consolidation or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels)amalgamation, or liquidate or provisionally liquidate, wind up or dissolve itself (ii) ownor suffer any liquidation, operate provisional liquidation or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager dissolution). The Borrower will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party willnot, nor will it permit any Subsidiary of its Subsidiaries to reorganize under the laws of a jurisdiction other than any jurisdiction in the United States. The Borrower will not, nor will it permit any of its Subsidiaries to, consummate acquire any business or property from, or capital stock of, or be a Division party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its assets (including, without limitation, Cash, Cash Equivalents and Equity Interests), whether now owned or hereafter acquired, but excluding assets (including Cash and Cash Equivalents but excluding Portfolio Investments) sold or disposed of in the ordinary course of business of the Borrower and its Subsidiaries (including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries), in each case, other than sales or dispositions to any Financing Subsidiary, any CFC, any Transparent Subsidiary, the Excluded Subsidiary or any Restricted Investment. The Borrower will not, nor will it permit any of its Subsidiaries to, change its name, jurisdiction of formation, chief executive office and/or principal place of business without giving the Administrative Agent a minimum of thirty (30) days’ (or such lesser period as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.may reasonably agree) written notice 130

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Party may merge into any other sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the Lenders determine that such liquidation or dissolution is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses the development, construction, financing and operation of the type conducted by the Borrower and its Subsidiaries on the date hereof Project and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of all or any substantial part of its assets, including without limitation, any portion of the Manager will engage in any business or activity other than Project, except (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental theretosales pursuant to Transaction Documents, (ii) sales in the case ordinary course of Holdingsbusiness up to an aggregate of $100,000 per year if the same have been replaced to the extent necessary for the continued operation of the Project, holding (iii) sales of assets that are unnecessary, as reasonably determined by the Parent NoteIndependent Engineer, to the completion of the Project, and (iiiiv) in the case granting of the Manager, being the Manager rights of the Borrower way and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred easements necessary in connection with its maintenance the operation of its existence)the Project. (d) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division discount or sell (with or without the prior consent recourse) any of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsits notes receivable or accounts receivable.

Fundamental Changes. (a) No Loan Party Borrower will, nor will it any Borrower permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries Restricted Subsidiary (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings a Borrower may merge with the a Person if a Borrower in a transaction in which is the surviving entity is the BorrowerPerson, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a another Subsidiary Loan Party, (iii) a Borrower and any Restricted Subsidiary that may merge with a Person if a Borrower or such Restricted Subsidiary is not a the surviving Person (unless another Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Partythe surviving Person), (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to a Borrower or to a Subsidiary Loan Party and (v) any Subsidiary (other than a Restricted Subsidiary) may liquidate or dissolve if the Borrower UIC determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party Borrower will, nor will it any Borrower permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type presently conducted by the Borrower UIC and its Subsidiaries on the date hereof and such other businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing: (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. Neither the Parent, the Borrower nor any other Property Party will: (a) No Loan Party will, nor will it permit any Subsidiary toSubject to Section 6.02(c) below, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, the assets of any Property Party or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with the into, or consolidate with, Borrower in a transaction in which Borrower or the Parent is the surviving entity entity, or if the Borrower or the Parent is not the Borrowersurviving entity, no Change of Control shall have occurred as a result of such merger; (ii) any Loan Person not a Credit Party (other than the Borrower) may merge into into, or consolidate with, any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Credit Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary that is not a Loan Credit Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]any Subsidiary which is a Credit Party may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary which is a Credit Party, and (vi) any Subsidiary which is a Credit Party may sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other Subsidiary which is a Credit Party; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.6.03. Borrower may propose for consideration the transfer of ownership interests in all or a portion of the Pool Properties in connection with the issuance or transfer of any Equity Interests to a joint venture partner. Any such transfer shall be subject to the approval of the Majority Lenders in their reasonable discretion; (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses the ownership, development, operation and management, or advisory or sponsoring services, primarily of the type conducted by the Borrower and its Subsidiaries on the date hereof self-storage facilities or entities that primarily own self-storage facilities, and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels)thereto, or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts.except as allowed by Section 6.03; or (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if prior to any Loan Party that is a limited liability company consummates a Division sale, merger or transfer of any property or partnership interest in excess of fifteen percent (with or without 15%) of Applicable Value during any 12-month period, Borrower will provide written notice of such intended transaction to the prior consent of Administrative Agent as required above)at least fifteen (15) Business Days prior to the intended closing date of such transaction, each Division Successor shall be required to comply and provide a compliance certificate evidencing compliance with the obligations all financial covenants set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and after giving effect thereto. Any proposed merger which will result in an increase in Applicable Value by twenty five percent (25%) or more or in which Borrower or Parent will not be the other Loan Documentssurviving entity will require approval in advance by the Required Lenders.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity Person, and any Subsidiary may merge into another Subsidiary, provided, that (x) if either party to such a merger between Subsidiaries is a Guarantor, a Guarantor shall be the Borrowersurviving Person, and (y) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted hereunder unless also permitted by Section 7.4, (ii) any Loan Party Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (other than including by way of liquidation) to the Borrower) may merge into any other Loan Party in Borrower or to a transaction in which the surviving entity is a Loan PartyGuarantor, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (viv) [intentionally omitted]; provided that any such merger involving one or more of the Designated Subsidiaries may be sold in a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also sale and leaseback transaction otherwise permitted by Section 6.047.6(d). (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if the Borrower shall not permit ▇▇▇▇ to engage in any Loan Party that business or activities other than (i) providing insurance coverage and related services to the Borrower and its other Subsidiaries, and (ii) any other business and activities in which ▇▇▇▇ is a limited liability company consummates a Division (with or without engaged as of the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan DocumentsRestatement Date.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Significant Subsidiary to, to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock equity securities of any of its the Significant Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing continuing: (i) Holdings or any Significant Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving entity, (ii) any Loan Party (other than the Borrower) Significant Subsidiary may merge into any other Loan Party Wholly-Owned Subsidiary in a transaction in which such Wholly-Owned Subsidiary is the surviving entity entity; (ii) any Significant Subsidiary may merge with any Person in a transaction that is a Loan Partynot permitted by clause (i) of this Section 7.3(a), provided that such merger is permitted by Sections 7.4 or 7.5, as applicable; (iii) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to any Wholly-Owned Subsidiary; (iv) the Borrower or any Significant Subsidiary may sell, transfer, lease or otherwise dispose of its assets in a transaction that is not a Loan Party may merge into any permitted by clause (iii) of this Section 7.3(a), provided that such sale, transfer, lease or other Subsidiary that disposition is not a Loan Party, also permitted by Section 7.5.; and (ivv) any Significant Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its the Significant Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its the Significant Subsidiaries on the date hereof of execution of this Credit Agreement and businesses substantially directly related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer or otherwise Dispose dispose of all (in one transaction or substantially all in a series of its assets, or transactions) all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings the Borrower may merge with into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Subsidiary of the Borrower may merge into any Subsidiary of the Borrower in a transaction in which the surviving entity is a Subsidiary of the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is of the Borrower may sell, transfer, lease or otherwise dispose of its assets so long as it does not cause a Loan Party may merge into breach of any other Subsidiary that is not a Loan Partyprovision of this Agreement, (iv) the Borrower may transfer its interests in a Subsidiary other than a Guarantor (while it is a Guarantor) so long as it does not cause a breach of any other provision of this Agreement and (v) any Subsidiary that is not a Loan Party of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; PROVIDED, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; PROVIDED, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; PROVIDED, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04SECTION 7. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. Neither the Parent, the Borrower nor any other Property Party will: (a) No Loan Party will, nor will it permit any Subsidiary toSubject to Section 6.02(c) below, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, the assets of any Property Party or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with the into, or consolidate with, Borrower in a transaction in which Borrower or the Parent is the surviving entity entity, or if the Borrower or the Parent is not the Borrowersurviving entity, no Change of Control shall have occurred as a result of such merger; (ii) any Loan Person not a Credit Party (other than the Borrower) may merge into into, or consolidate with, any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Subsidiary that is not a Loan Credit Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary that is not a Loan Credit Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]any Subsidiary which is a Credit Party may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary which is a Credit Party, and (vi) any Subsidiary which is a Credit Party may sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other Subsidiary which is a Credit Party; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.6.03. Borrower may propose for consideration the transfer of ownership interests in all or a portion of the Pool Properties in connection with the issuance or transfer of any Equity Interests to a joint venture partner. Any such transfer shall be subject to the approval of the Majority Lenders in their reasonable discretion; (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses the ownership, development, operation and management, or advisory or sponsoring services, primarily of the type conducted by the Borrower and its Subsidiaries on the date hereof self-storage facilities or entities that primarily own self-storage facilities, and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels)thereto, or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts.except as allowed by Section 6.03; or (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if prior to any Loan Party that is a limited liability company consummates a Division sale, merger or transfer of any property or partnership interest in excess of fifteen percent (with or without 15%) of Applicable Value during any 12-month period, Borrower will provide written notice of such intended transaction to the prior consent of Administrative Agent as required above)at least fifteen (15) Business Days prior to the intended closing date of such transaction, each Division Successor shall be required to comply and provide a compliance certificate evidencing compliance with the obligations all financial covenants set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement after giving effect thereto. Any proposed merger which will result in an increase in Applicable Value by twenty five percent (25%) or more and in which Borrower or Parent will not be the other Loan Documentssurviving entity will require approval in advance by the Required Lenders.

Fundamental Changes. (a) No Loan Party will, nor Holdings and the Borrower will it not and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Subsidiary Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary may merge into any other Person that is not becomes a Subsidiary Loan Party in connection with a Permitted Acquisition, (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, Lenders and (vvi) [intentionally omitted]the Merger Subsidiary may merge with Holdings if (A) the Merger Subsidiary is a wholly owned subsidiary of Holdings at the time of such merger, (B) the Merger Subsidiary is the surviving entity in such merger and (C) the consolidated net worth of the Merger Subsidiary following such merger is equal to or greater than that of Holdings immediately prior to such merger; provided that provided, that, in each case, any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor Holdings will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, thatthat Holdings may form immediately prior to a merger permitted by Section 6.03(a)(vi) a subsidiary (the "Merger Subsidiary") that is a corporation organized under the laws of the United States of America, any State thereof or the District of Columbia for the sole purpose of merging Holdings shall be permitted to issue Equity Interests (other than into such Merger Subsidiary in accordance with, and to the extent such Equity Interests require dividendspermitted by, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would 6.03(a)(vi). Holdings will not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the BorrowerBorrower and the Merger Subsidiary, in the case of Holdings, the Parent Note cash and payments in respect thereof, and, in the case Permitted Investments and other assets incidental to maintaining its existence and ownership of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08foregoing assets) or incur any liabilities (other than liabilities under the Loan Documents, liabilities under certain employment agreements and other written employment arrangements, liabilities in respect of the Preferred Units, liabilities imposed by law, including tax liabilities Tax liabilities, and other liabilities reasonably incurred in connection with incidental to its maintenance of its existenceexistence and permitted business and activities). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.90

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof immediately before and immediately after giving effect thereto thereto, (I) no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, (i) Holdings or the Borrower and any Subsidiary of Holdings (other than an Insurance Subsidiary) may merge with if the Borrower in a transaction in which is the surviving entity is the BorrowerPerson, (ii) any Loan Party Subsidiary (other than the Borroweran Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses the business of the type conducted by the Borrower selling, producing, brokering or underwriting property and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels)casualty, or (ii) ownlife, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental theretohealth, (ii) in the case of Holdings, holding the Parent Noteannuity, and (iii) in the case of the Managersupplemental insurance or reinsurance and those businesses that are complementary, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions ancillary or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence)related thereto. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any primary business other than businesses substantially of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Person may merge with the Borrower or into any Restricted Subsidiary in a transaction in which the surviving entity is the Borroweror promptly becomes a Restricted Subsidiary (and if either such Restricted Subsidiary is a Guarantor, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which then the surviving entity is shall also be or promptly become a Loan PartyGuarantor), (iii) any Restricted Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior Permitted Acquisition otherwise permitted pursuant to such merger shall not Section 6.04 may be completed and (vi) any disposition of assets otherwise permitted unless also permitted by under Section 6.04.6.09 may be com (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type or having personnel that are related, similar or otherwise complementary to the businesses conducted by the Borrower and its Restricted Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsof execution of this Agreement. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings i)~the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson or, if not, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it -------------------- not permit any Material Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (A) no Event of Default shall have occurred and be continuing continuing, (B) prior notice of any of the foregoing matters shall have been given to the Administrative Agent and (C) prior to the occurrence of any of the foregoing matters, the Loan Parties shall have taken such action as the Administrative Agent may request under Section 5.10 hereof and Section 4.04 of the Security Agreement, (i) Holdings or any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Subsidiary of Holdings may merge with the Borrower or into any other Person in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving or amalgamated entity is a Loan PartySubsidiary, (iii) any Material Subsidiary that is not a (other than (x) the Delaware Borrower unless (A) to any Loan Party located in the United States or (B) such Borrower first repays all its Obligations hereunder and agrees in writing not to effect any additional Borrowings hereunder or (y) the Canadian Borrower unless such Borrower first repays all its Obligations hereunder and agrees in writing not to effect any additional Borrowings hereunder) may merge into sell, transfer, lease or otherwise dispose of all or substantially all its assets to any other Subsidiary that is not a Loan PartyPerson, (iv) any Material Subsidiary that is (other than the Delaware Borrower or the Canadian Borrower unless such entity first repays all its Obligations hereunder and agrees in writing not a Loan Party to effect any additional Borrowings hereunder) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders, Lenders and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger the foregoing shall not be permitted unless also permitted by restrict any Securitization referred to in Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence6.02(e). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all a substantial portion of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), other than in the ordinary course of business as now conducted, or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, another Subsidiary; (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of assets in the ordinary course of business and to the Borrower and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willExcept as permitted by Section 7.6, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. Notwithstanding the foregoing, the Borrower and the Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of substantially the same type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no thereto. The Borrower will not permit FRP Riverfront to engage to any material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage extent in any business or activity other than (i) the ownership of all business conducted by FRP Riverfront on the outstanding Equity Interests of the Borrower date hereof and activities incidental businesses reasonably related thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or sell or otherwise Dispose dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings a Borrower may merge with the into such Borrower in a transaction in which such Borrower is the surviving entity is the Borrowercorporation, (ii) any Loan Party (other than the a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan PartyParty (other than an Excluded Subsidiary Guarantor), (iii) any Subsidiary that is not of a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary Borrower that is not a Loan Party may liquidate or dissolve if the such Borrower determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary of a Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04, and (iv) the Borrowers and their Subsidiaries (other than the Excluded Subsidiary Guarantors) may merge or consolidate to the extent such merger or consolidation constitutes a Permitted Acquisition. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Borrowers and its their Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Person may merge with the Borrower or into any Restricted Subsidiary in a transaction in which the surviving entity is the Borroweror promptly becomes a Restricted Subsidiary (and if either such Restricted Subsidiary is a Guarantor, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which then the surviving entity is shall also be or promptly become a Loan PartyGuarantor), (iii) any Restricted Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior Permitted Acquisition otherwise permitted pursuant to such merger shall not Section 6.04 may be completed and (vi) any disposition of assets otherwise permitted unless also permitted by under Section 6.046.09 may be completed. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type or having personnel that are related, similar or otherwise complementary to the businesses conducted by the Borrower and its Restricted Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsof execution of this Agreement. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Partyanother Subsidiary, and (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partysell, (iv) any Subsidiary that is not a Loan Party may liquidate transfer, lease or dissolve if otherwise dispose of all or substantially all of its assets to the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04another Subsidiary. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager The Borrower will engage in not purchase, lease or otherwise acquire all or any business or activity other than (i) the ownership of all the outstanding Equity Interests substantial portion of the Borrower and activities incidental thereto, property or assets (iiincluding capital stock) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments Person (an "Acquisition") unless such Acquisition meets the requirements of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence)Permitted Acquisition. (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Parent Borrower will not, nor will it permit any Subsidiary to, convert or merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Parent Borrower in a transaction in which the surviving entity Parent Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Person may convert or merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such conversion or merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Subsidiary that is not (other than a Loan Party may merge into any other Subsidiary that is not a Loan Party, (ivBorrower) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, Lenders and (viv) [intentionally omitted]any Subsidiary (other than a Borrower) may convert, consolidate or merge with or into any other Person or Persons if (A) after the consummation of such transaction, such Subsidiary is no longer a Subsidiary and (B) such transaction is permitted by Section 6.05 (it being understood that any such transaction shall be deemed to be a sale of such Subsidiary for the purposes of Section 6.05); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Parent Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the date hereof Effective Date (after giving effect to the Business Combination) and businesses substantially reasonably similar, ancillary or related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Subsidiary Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof of execution of this Agreement and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests shares of capital stock of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, . Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would will not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests shares of its capital stock, capital stock of the Borrower, in the case of Holdings, the Parent Note cash and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08Permitted Investments) or incur any liabilities (other than Indebtedness expressly permitted under Section 6.01(b), other liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities liabilities, and other liabilities reasonably incurred in connection with incidental to its maintenance of its existenceexistence and permitted business and activities). (d) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, consummate a Division as (i) permit the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if ESOP Trustee to be other than an independent financial institution or (ii) permit any Loan Party that is a limited liability company consummates a Division (accumulated funding deficiency to occur with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required respect to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsany Plan.

Fundamental Changes. (a) No Loan Party willThe Borrowers will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing: (ia) Holdings or any Subsidiary of Holdings may merge with the into a Borrower in a transaction in which such Borrower is the surviving entity is the Borrower, corporation; (iib) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Loan Partywholly-owned Subsidiary provided that the Domestic Borrower or the Foreign Borrower, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Partyas applicable, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that and such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous surviving entity shall thereafter comply with Section 5.09 to the Lenders, and (v) [intentionally omitted]extent required thereby; provided further that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts.6.05; (c) Neither Holdings nor any Material Subsidiary may liquidate or dissolve if the Manager will engage net proceeds of such liquidation, if any, inure to the benefit of a Borrower or another Material Subsidiary and any other Subsidiary may liquidate or dissolve if the net proceeds of such liquidation, if any, inure to the benefit of a Borrower or another Subsidiary, and, in any business each case, the Domestic Borrower determines in good faith that such liquidation or activity other than (i) dissolution is in the ownership of all the outstanding Equity Interests best interests of the Domestic Borrower and activities incidental thereto, is not materially disadvantageous to the Lenders; and (iid) Borrowers or any Subsidiary may merge or consolidate with any other Person if in the case of Holdings, holding the Parent Note, and (iii) in the case a merger or consolidation of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the either Borrower, in such Borrower is the case of Holdings, the Parent Note and payments in respect thereofsurviving corporation, and, in any other case, the case of the Manager, Potbelly Franchising) surviving corporation is a wholly-owned Subsidiary and the cash proceeds such Subsidiary shall have assumed and ratified all obligations of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under Subsidiary involved in such merger pursuant to documentation in form and substance reasonably satisfactory to the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting , provided that the foregoingDomestic Borrower or the Foreign Borrower, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above)applicable, each Division Successor and such surviving entity shall be required to thereafter comply with Section 5.09 to the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsextent required thereby.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Person may merge into any other Loan Party Restricted Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Restricted Subsidiary that is not a Loan Party may merge into any other sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary that is not a Loan Party, and (iv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.045.12. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests execution of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentsbusinesses reasonably related thereto.

Fundamental Changes. (a) No Loan Party will, nor The Borrowers and their respective Restricted Subsidiaries will it permit any Subsidiary to, not merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings may merge with the into a Borrower in a transaction in which a Borrower is the surviving entity is the Borrowercorporation, (ii) any Loan Party (other than the Borrower) Lead Borrower may merge into with any other Loan Party in a transaction in which Person as long as the Lead Borrower is the surviving entity is a Loan Partycorporation, (iii) any Subsidiary that is not a Loan Party Borrower may merge into any other Subsidiary that is not a Loan PartyBorrower, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04, (iv) FNANB may be liquidated and dissolved, and (v) the Borrowers and their Restricted Subsidiaries may consummate through mergers or consolidations any acquisition permitted under Section 6.04(e) or (f) or any disposition of assets permitted under Section 6.05. (b) No Loan Party will, nor The Borrowers and their respective Restricted Subsidiaries will it permit any of its Subsidiaries to, (i) not engage to any material extent in any business other than businesses of the type conducted by the Borrower Borrowers and its their Restricted Subsidiaries on the date hereof of execution of this Agreement and businesses substantially related reasonably related, ancillary or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental complementary thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if none of InterTan, Inc., Ventoux International, Inc. and Tourmarlet, Corp. shall own any Loan Party that assets of the type which would otherwise constitute Collateral, unless compliance is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply first made with the obligations set forth in provisions of Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents5.12 hereof.

Fundamental Changes. (a) No Loan Party willExcept as permitted in Section 5.19, nor the Lessee will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Lessee or any Subsidiary of Holdings may merge with a Person if the Borrower in Lessee (or such Subsidiary if the Lessee is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, however, that if any other Loan Party in party to such merger is a transaction in which Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Lessee or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, Guarantor and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve into a Subsidiary Guarantor or into the Lessee if the Borrower Lessee determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Lessee and is not materially disadvantageous to the LendersFunding Parties; provided, and (v) [intentionally omitted]; provided however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.045.17. (b) No Loan Party willThe Lessee will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower Lessee and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. Merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution or sell all or substantially all of its assets, except that: (a) No Loan Party any Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving corporation, (ii) any one or more Subsidiaries, provided that if such Subsidiary is a Guarantor, such Subsidiary shall be the continuing or surviving corporation, and (iii) any joint venture, partnership or other Person, so long as such joint venture, partnership and other Person will, nor will it permit as a result of making such merger and all other contemporaneous related transactions, become a Subsidiary and a Guarantor (if the Subsidiary which merged with such joint venture, partnership or other Person was a Guarantor); (b) any Subsidiary tomay sell or transfer all or substantially all of its assets (through voluntary liquidation, dissolution or winding up or otherwise), to Borrower or to another Subsidiary; provided that if (i) an Event of Default shall have occurred and be continuing or (ii) the Leverage Ratio is greater than 3.50:1.00 (based upon the Indebtedness outstanding on the date thereof and the Consolidated EBITDA reflected on Quantum Corporation Credit Agreement the most recent Compliance Certificate delivered to Administrative Agent pursuant to Section 6.02), no Guarantor shall make any such sale or transfer to any Subsidiary which is not also a Guarantor or does not concurrently therewith become a Guarantor; (c) Borrower may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itprovided that (i) Borrower is the surviving corporation, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries and (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and ii) immediately after giving effect thereto to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing continuing; and (id) Holdings or any Subsidiary of Holdings may merge or consolidate with the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Loan Party (other than the Borrower) may merge or into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate Person or dissolve if the Borrower determines in good faith that such liquidation sell all or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any substantially all of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than assets to the extent such Equity Interests require dividendstransaction is a Disposition otherwise permitted under Section 7.04 or an Investment otherwise permitted under Section 7.05 and immediately after giving effect to such merger or consolidation, redemptions no Default or Event of Default shall have occurred and be continuing. To the making extent any Subsidiary is a Guarantor, the surviving entity of any Restricted Payments of a type subject merger permitted hereunder shall execute such documentation as is satisfactory to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with ratify or otherwise assume the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documentssuch Guaranty.

Fundamental Changes. (a) No Loan Party willExcept as permitted in Section 8.5, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, however, that if any other Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, Guarantor and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve into a Guarantor or into the Borrower if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.048.3. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of related transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings the Borrower may merge with a Person if the Borrower in a transaction in which is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other another domestic Subsidiary but not into a Foreign Subsidiary (except that a Foreign Subsidiary may merge with and into another Foreign Subsidiary), (iii) a Subsidiary Loan Party in may merge with a transaction in which Person if either (x) the Subsidiary Loan Party is the surviving entity is Person or (y) the surviving Person becomes a Subsidiary Loan PartyParty promptly upon consummation of such merger, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party may merge into any other Subsidiary that is not a Loan Party, and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willKPP and the Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings the Borrower may merge with the Borrower in a transaction in which Person if such Subsidiary is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that is not of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party may merge into any other Subsidiary that is not a Loan Party, Guarantor and (iv) any Subsidiary that is not (other than a Loan Party Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party willKPP and the Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower KPP and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose dispose of (in a single transaction or a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower in (or such Subsidiary if the Borrower is not a transaction in which party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party in a transaction in which shall be the surviving entity is a Loan PartyPerson, (iii) any Subsidiary that may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and, if the selling Subsidiary is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, to any Subsidiary and (iv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially related reasonably related, complementary or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Material Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) Holdings the Borrower or any Subsidiary of Holdings may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger or if the Borrower is a party to such merger but is not merged in a transaction in which such transaction) is the surviving entity is the BorrowerPerson, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into another Subsidiary; provided, that if any other party to such merger is a Subsidiary Loan Party in a transaction in which Party, the surviving entity is Person shall be or become a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, and (v) [intentionally omitted]; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. (b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings Person may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party Person (other than the Borrower) may merge into or consolidate with any other Loan Party Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger or consolidation is a Subsidiary Loan Party, ) is a Subsidiary Loan Party and (iii) any Restricted Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) [intentionally omitted]; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Subsidiary of the Borrower immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 6.04Sections 6.04 and 6.05. (b) No Loan Party willThe Borrower will not, nor will it permit any of its Subsidiaries Restricted Subsidiary to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its the Restricted Subsidiaries on the date hereof Effective Date and businesses substantially reasonably related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant conceptsthereto. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) No Loan Party willThe Borrower shall not, nor will it and shall not cause or permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the stock assets or Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, or change its jurisdiction of incorporation or organization or the form or type of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolveorganization, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) Holdings or any Subsidiary of Holdings may merge with into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Loan Party (other than the Borrower) Subsidiary may merge into any other Loan Party Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that any such merger involving a Loan Party shall result in the surviving entity being (or becoming at the time of such transaction) a Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, provided that is not in the case of a transfer by a Loan Party may merge into any other to a Subsidiary that is not a Loan Party, such transfer shall only be permitted to the extent it otherwise constitutes a permitted Investment under Section 6.6, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous and, immediately prior to the Lenderssuch liquidation or dissolution, such Subsidiary has no material assets and (v) [intentionally omitted]; provided that any such merger involving Acquisition (a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b“Permitted Acquisition”) No Loan Party will, nor will it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries or any Wholly Owned Subsidiary, where: (A) the business or division acquired shall be for use, or the Person acquired shall be engaged, in the businesses engaged in by the Loan Parties on the date hereof and or businesses substantially similar or reasonably related or incidental thereto (it being agreed that as determined by the Borrower’s board of directors); (B) immediately before and after giving effect to such Acquisition, no material change Default shall exist; (C) immediately after giving effect to such Acquisition, the Borrower shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept in pro forma compliance with all the financial ratios and other restaurant concepts.restrictions set forth in Section 6.1; (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iiiD) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making Acquisition of any Restricted Payments Person, such Acquisition is not a hostile acquisition and the board of a type subject directors or other applicable managing entity of such Person shall have approved such Acquisition and such approval shall not have been withdrawn or revoked; (E) reasonably prior to Section 6.08such Acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired; (F) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case any Acquisition (or series of the Manager, Potbelly Franchisingrelated Acquisitions) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities for aggregate consideration (other than liabilities under any such consideration consisting of, or financed with the Loan Documentsproceeds of, liabilities imposed Equity Interests of, or capital contributions to, the Borrower (other than Disqualified Equity Interests) issued or made substantially contemporaneously with such Acquisition,) of at least $40,000,000, by lawnot less than ten Business Days prior to such Acquisition, the Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12-month period for which they are available and as otherwise available), the terms and conditions, including tax liabilities economic terms, of the proposed Acquisition, and other liabilities reasonably incurred in connection with its maintenance the Borrower’s calculation of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as pro forma EBITDA relating thereto and of the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations financial ratios set forth in Section 5.14 6.1 on a pro forma basis; (G) with respect to any Acquisition of a Person that is not required to become (and the other further assurances obligations set forth in the Loan Documents and become does not become) a Loan Party under or of any assets located outside the United States, except to the extent consisting of, or financed with the proceeds of, Equity Interests of, or capital contributions to, the Borrower (other than Disqualified Equity Interests) issued or made substantially contemporaneously with such Acquisition, the portion of the total consideration paid in connection with such Acquisition allocable to such acquired Person or such assets located outside of the United States, together with the portion of the total consideration paid in connection with any other acquisitions pursuant to this Agreement Section 6.4(v)(G) of Persons that are not required to become (and do not become) Loan Parties or of assets located outside the other Loan Documents.United States, shall not in the aggregate after the Effective Date exceed the greater of