Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2018 • Diversified Restaurant Holdings, Inc. • Retail-eating places • New York
Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”), and the stockholder of the Company listed in Schedule 1 hereto (the “Selling Stockholder”), severally propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Firm Shares consist of 5,300,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 700,000 outstanding shares of Common Stock to be sold by the Selling Stockholder. The Company has also proposed to grant to the several Underwriters an option to purchase up to 450,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) ar
Employment AgreementEmployment Agreement • October 24th, 2016 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Michigan
This Employment Agreement (the "Agreement") is made and entered into as of October 20, 2016 (the “Signing Date”), by and between Phyllis A. Knight (the "Executive") and Diversified Restaurant Holdings, Inc., a Nevada corporation (the "Company").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 29th, 2008 • Diversified Restaurant Holdings, Inc. • Services-management services • Michigan
This LOAN AND SECURITY AGREEMENT (this "Agreement") entered into at Providence, Rhode Island. as of June 25, 2008, between AMC Petoskey, Inc., a Michigan corporation, with its chief executive office located at 2180 Anderson Road Suite 110, Petoskey, Michigan 49770 (the "Borrower") and Charter One, a division of RBS Citizens, N.A., a national banking association, with an address of One Citizens Plaza, Providence, Rhode Island 02903 (the "Bank").
Diversified Restaurant Holdings, Inc. [____________] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2013 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Minnesota
TERM NOTEDiversified Restaurant Holdings, Inc. • July 29th, 2008 • Services-management services
For value received, the undersigned AMC Petoskey, Inc., a Michigan corporation, with an address of 2180 Anderson Road Suite 110, Petoskey, Michigan 49770 (the "Borrower"), promises to pay to the order of Charter One, a division of RBS Citizens, NA, a national banking association with an address of One Citizens Plaza, Providence, Rhode Island 02903 (together with its successors and assigns, the "Bank"), the principal amount of Eight Hundred Three Thousand Two Hundred Thirty-Nine Dollars and Zero Cents ($803,239.00) on or before June 25, 2015 (the "Maturity Date"), as set forth below, together with interest from the date hereof on the unpaid principal balance from time to time outstanding until paid in full. The Borrower shall pay consecutive monthly installments of principal, as described in Rider A commencing on July 25, 2008, and the same amount (except the last installment which shall be the unpaid balance) on the 25th day of each month thereafter, until changed in accordance with th
Buffalo Wild Wings® Franchise Agreement Between Buffalo Wild Wings International, Inc. 5500 Wayzata Blvd., Suite 1600 Minneapolis, MN 55416 And AMC Sarasota, Inc. 27680 Franklin Road Southfield, MI 48034 248-894-0434 Authorized Location: Effective...Franchise Agreement • March 30th, 2011 • Diversified Restaurant Holdings, Inc. • Services-management services
This Franchise Agreement is made this 25th day of March, 2011 between BUFFALO WILD WINGS INTERNATIONAL, INC., an Ohio corporation with its principal business located at 5500 Wayzata Blvd., Suite 1600, Minneapolis, Minnesota 55416 (“we” or “us”), and AMC SARASOTA, INC., a Michigan corporation whose principal business address is 27680 Franklin Road, Southfield, Michigan 48034 (“franchisee” or “you”). If the franchisee is a corporation, partnership, limited liability company or other legal entity, certain provisions to this Agreement also apply to its owners.
INDEX OF DEFINED TERMS Acceptable Confidentiality Agreement ..... 54 Environmental Laws ................................. 21 Acquisition Proposal ................................. 34 Equity Commitment Letter ....................... 26 Affiliate...Agreement and Plan of Merger • November 6th, 2019 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Nevada
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 4th, 2019 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Illinois
This Asset Purchase Agreement (this “Agreement”), dated as of February 23, 2019, (“Effective Date”) is entered into among Here’s Wings, LLC, an Illinois limited liability company, B-Dubs CL, LLC, an Illinois limited liability company, Here’s Wings Real Estate, LLC, an Illinois limited liability company and Seller Subsidiaries, as defined herein, (hereinafter collectively referred to as “Sellers” and each individually as “Seller”), the Principal Members (as defined herein) and AMC Wings, Inc. a Michigan corporation (“Buyer”).
AMENDMENT NO. 7 TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement and Limited Waiver • March 6th, 2018 • Diversified Restaurant Holdings, Inc. • Retail-eating places • New York
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT AND LIMITED WAIVER dated as of February 28, 2018 (this “Amendment”), is among DIVERSIFIED RESTAURANT HOLDINGS, INC., a Nevada corporation (“Holdings” and a “Guarantor”), each of the undersigned Subsidiaries of Holdings identified as a “Borrower” on the signature pages hereto (each, a “Borrower” and, collectively, the “Borrowers”), each of the undersigned Subsidiaries of Holdings identified as a “Guarantor” on the signature pages hereto (each, a “Guarantor” and together with Holdings, collectively, the “Guarantors”), CITIZENS BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and each of the Lenders (as defined below) party hereto.
DIVERSIFIED RESTAURANT HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 5th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services
THIS AGREEMENT is made on the 31st day of July, 2010 (hereinafter sometimes referred to as the “Option Grant Date”), by and between DIVERSIFIED RESTAURANT HOLDINGS, INC. (hereinafter referred to as the “Company”) and [ ] (hereinafter referred to as “Optionee”).
CREDIT AGREEMENT by and among The Borrowers, Party Hereto and RBS CITIZENS, N.A., as Sole Lead Arranger, Sole Bookrunner, Swingline Lender and Administrative Agent and Wells Fargo Bank, N.A., as Documentation Agent, And The other Lenders, Party HeretoCredit Agreement • April 15th, 2013 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Indiana
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • December 29th, 2016 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Michigan
THIS AGREEMENT made this 23rd day of December 2016 by and between DIVERSIFIED RESTAURANT HOLDINGS, INC. (“DRH”) and BAGGER DAVE’S BURGER TAVERN, INC. (“Bagger”).
CREDIT AGREEMENT by and amongCredit Agreement • September 28th, 2012 • Diversified Restaurant Holdings, Inc. • Services-management services • Indiana
THIS CREDIT AGREEMENT is entered into as of September 25, 2012 by and among FLYER ENTERPRISES, INC., ANKER, INC., TMA ENTERPRISES OF NOVI, INC., AMC GRAND BLANC, INC., AMC PETOSKEY, INC., AMC TROY, INC., AMC FLINT, INC., AMC PORT HURON, INC., AMC CHESTERFIELD, INC., AMC MARQUETTE, INC., MCA ENTERPRISES BRANDON, INC., AMC NORTH PORT, INC., AMC RIVERVIEW, INC., BERKLEY BURGERS, INC., TROY BURGERS, INC., ANN ARBOR BURGERS, INC., AMC TRAVERSE CITY, INC., BRIGHTON BURGERS, INC., CASCADE BURGERS REAL ESTATE, INC., CASCADE BURGERS, INC., EAST LANSING BURGERS, INC., BEARCAT ENTERPRISES, INC., SHELBY TOWNSHIP BURGERS, INC., AMC DETROIT, INC., BLOOMFIELD BURGERS, INC., HOLLAND BURGERS, INC., GRANDVILLE BURGERS, INC., AMC LAKELAND, INC., AMC SARASOTA, INC., AMC FT. MYERS, INC., AMC LARGO, INC., AMC CALUMET CITY, INC., AMC HOMEWOOD, INC., AMC LANSING, INC., AMC LINCOLN PARK, INC., TMA ENTERPRISES OF FERNDALE, LLC, ANSLEY GROUP, L.L.C., AMC WARREN, LLC, BUCKEYE GROUP, LLC, BUCKEYE GROUP II, LLC, AM
FORM OF FIRST AMENDMENT TO LEASE AND GUARANTY OF LEASELease and Guaranty of Lease • November 6th, 2014 • Diversified Restaurant Holdings, Inc. • Retail-eating places
THIS FIRST AMENDMENT TO LEASE AND GUARANTY OF LEASE is dated as of , 2014 (the “Amendment”) and is between (“Landlord”), (“Tenant”) and DIVERSIFIED RESTAURANT HOLDINGS, INC., a Nevada corporation (“Guarantor”).
DEVELOPMENT LINE OF CREDIT AGREEMENTDevelopment Line of Credit Agreement • May 10th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services • Illinois
THIS DEVELOPMENT LINE OF CREDIT AGREEMENT (this “Agreement”), dated as of May 5, 2010, is entered into by and between the borrowing entities identified on Exhibit A attached hereto (jointly and severally, the “Borrower”), DIVERSIFIED RESTAURANT HOLDINGS, INC., a Nevada corporation, acting as “Borrowing Agent” for Borrower, and RBS CITIZENS, N.A., a national banking association, and its successors and assigns (the “Lender”).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 6th, 2014 • Diversified Restaurant Holdings, Inc. • Retail-eating places
This Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of October 30, 2014 among SPIRIT MASTER FUNDING IX, LLC, a Delaware limited liability company (“Purchaser”), and GREENWOOD BURGERS REAL ESTATE, INC., an Indiana corporation (“Greenwood Burgers Real Estate”); CASCADE BURGERS REAL ESTATE, INC., a Michigan corporation (“Cascade Burgers Real Estate”); AMC HAMMOND REAL ESTATE, INC., an Indiana corporation (“AMC Hammond Real Estate”); AVON BURGERS REAL ESTATE, INC., an Indiana corporation (“Avon Burgers Real Estate”); AMC BIRCH RUN REAL ESTATE, INC., a Michigan corporation (“AMC Birch Run Real Estate”); WESTFIELD BURGERS REAL ESTATE, INC., an Indiana corporation (“Westfield Burgers Real Estate”); AMC CANTON REAL ESTATE, INC., a Michigan corporation (“AMC Canton Real Estate”); AMC WESLEY CHAPEL REAL ESTATE, INC., a Florida corporation (“AMC Wesley Chapel Real Estate”); ANSLEY GROUP, L.L.C., a Michigan limited liability company (“Ansley Group”); A
OFFERING ESCROW AGREEMENTOffering Escrow Agreement • October 23rd, 2007 • Diversified Restaurant Holdings, Inc. • Services-management services • Michigan
THIS OFFERING ESCROW AGREEMENT is made and entered into this 1st day of November, 2007, by and among DIVERSIFIED RESTAURANT HOLDINGS, INC. (the "Company"), a Nevada corporation; and RBS CITIZENS, N.A., a National Association acting by and through its Institutional Services Group with an office at 870 Westminster Street, Providence, Rhode Island 02903 (the "Escrow Agent").
Diversified Restaurant Holdings, Inc. 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2013 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Minnesota
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • July 7th, 2017 • Diversified Restaurant Holdings, Inc. • Retail-eating places • New York
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT dated as of June 30, 2017 (this “Amendment”), is among DIVERSIFIED RESTAURANT HOLDINGS, INC., a Nevada corporation (“Holdings” and a “Guarantor”), each of the undersigned Subsidiaries of Holdings identified as a “Borrower” on the signature pages hereto (each, a “Borrower” and, collectively, the “Borrowers”), each of the undersigned Subsidiaries of Holdings identified as a “Guarantor” on the signature pages hereto (each, a “Guarantor” and together with Holdings, collectively, the “Guarantors”), CITIZENS BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, the “Administrative Agent”), and each of the Lenders (as defined below) party hereto.
FORM OF Retail Center LeaseRetail Center Lease • November 6th, 2014 • Diversified Restaurant Holdings, Inc. • Retail-eating places
In consideration of the mutual undertakings herein contained, and intending to be legally bound, Landlord and Tenant agree as follows:
TRANSFER AGREEMENTTransfer Agreement • November 12th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services • Minnesota
THIS AGREEMENT (the “Agreement”) is made and entered into as of March 20, 2007, by MCA Enterprises Brandon, Inc. (“MCA”), and T. Michael Ansley (“T. Ansley”), Mark C. Ansley (“M. Ansley”), Thomas D. Ansley (“T.D. Ansely”), Steven Menker (“Menker”), and Jason Curtis (“Curtis”) (the “MCA Principals”) (MCA and MCA Principals collectively referred to herein as “Assignor”), and AMC Wings, Inc., a Michigan corporation (“AMC” or “Assignee”), and Buffalo Wild Wings International, Inc. (“Franchisor,” “we” or “us”). All capitalized terms not defined in this Agreement have the respective meanings set forth in the Area Development Agreement (defined below).
VOTING AGREEMENTVoting Agreement • February 11th, 2013 • Diversified Restaurant Holdings, Inc. • Services-management services • Nevada
This VOTING AGREEMENT (the “Agreement”) is effective as of January 31, 2013 (the “Effective Date”), by and between T. Michael Ansley (“Michael”), Thomas D. Ansley (“Thomas”), Jason T. Curtis (“Jason”), Steve Menker (“Steve”), and Mark Ansley (“Mark”), all owners of common stock of Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”). Each of the above mentioned owners may sometimes hereinafter be referred to separately as a “Shareholder” or collectively as the “Shareholders”. Additionally, Thomas, Jason, Steve, and Mark may sometimes hereinafter be referred to separately as a “Granting Shareholder” or collectively as the “Granting Shareholders”.
ContractEstate Loan Agreement • August 10th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services • Florida
This Real Estate Loan Agreement (“Agreement”), dated as of June 23, 2010, is between Bank of America, N. A. (the “Bank”) and MCA Enterprises Brandon Inc (the “Borrower”).
ContractDiversified Restaurant Holdings, Inc. • July 7th, 2008 • Services-management services
ANN ARBOR BURGER, INC THOMAS MICHAEL ANSLEY & THOMAS D. ANSLEY 857 WEST EISENHOWER PARKWAY ANN ARBOR, MI 48103 BORROWER’S NAME AND ADDRESS "I" includes each borrower above, jointly and severally. HOME CITY FEDERAL SAVINGS BANK OF SPRINGFIELD 2454 N. LIMESTONE STREET P.O. BOX 1288 SPRINGFIELD, OH 45501 LENDER’S NAME AND ADDRESS "You" means the lender, its successors and assigns. Loan Number Date 06-30-2008 Maturity Date 12-20-2015 Loan Amount $ 500,000.00 Renewal Of
VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is entered into as of November 6, 2019, by and between Patton Wings Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Stockholder”)...Voting Agreement • November 22nd, 2019 • Diversified Restaurant Holdings, Inc. • Retail-eating places • Nevada
FORM OF SECOND AMENDMENT TO THE DIVERSIFIED RESTAURANT HOLDINGS, INC. STOCK OPTION AGREEMENT OF 2010Stock Option Agreement • July 29th, 2016 • Diversified Restaurant Holdings, Inc. • Retail-eating places
THIS AMENDMENT is hereby adopted by and between Diversified Restaurant Holdings, Inc. (the “Company”) and the individual named below, effective as of July 28, 2016.
Buffalo Wild Wings® Amendment to Area Development AgreementDevelopment Agreement • November 12th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services
THIS AMENDMENT is made and entered into by and among Buffalo Wild Wings International, Inc., an Ohio corporation (“we,” “us” or “Franchisor”), and AMC Wings, Inc., a Michigan corporation (“AMC”, “Developer” or “you). All capitalized terms not defined in this Amendment have the meanings set forth in the Area Development Agreement (defined below). To the extent that the terms of this Amendment are inconsistent with any of the terms of the Area Development Agreement, the terms of this Amendment will supersede and govern. This Amendment is effective on the date we sign below (the “Effective Date”).
ANN ARBOR BURGER, INC. THOMOAS MICHAEL ANSLEY & THOMAS D. ANSLEY 857 WEST EISENHOWER PARKWAY ANN ARBOR, MI 48103 BORROWER’SNAME AND ADDRESS “I” includes each borrower above, jointly and severally. HOME CITY FEDERAL SAVINGS BANK OF SPRINGFIELD 2454 N....Diversified Restaurant Holdings, Inc. • July 7th, 2008 • Services-management services
This line of credit is an agreement between you and me. It is not intended that any third party receive any benefit from this agreement, whether direct payment, reliance for future payment or in any other manner. This agreement is not a letter of credit.
STOCK INCENTIVE PLAN OF 2011 RESTRICTED STOCK AWARD AGREEMENT NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARDRestricted Stock Award Agreement • June 24th, 2011 • Diversified Restaurant Holdings, Inc. • Services-management services • Nevada
This Restricted Stock Award Agreement (the “Agreement”) contains the terms and conditions of the restricted stock award granted to you by Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”), under the Diversified Restaurant Holdings, Inc. Stock Incentive Plan of 2011, as amended from time to time (the "Plan").
DEBTOR NAME AND ADDRESS SECURED PARTY NAME AND ADDRESS ANN ARBOR BURGER, INC. HOME CITY FEDERAL SAVINGS BANK OF SPRINGFIELD ANN ARBOR, MI 48103 P.O. BOX 1288 SPRINGFIELD, OH 45501Security Agreement • November 12th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services
Type: o Individual o partnership þ corporation o State of organization/registration (if applicable MI o If checked, refer to addendum for additional Debtors and signatures.
QuickLease SM Powered by CoActiv Capital Partners Master Lease Agreement Agreement # AMC-001Master Lease Agreement • February 17th, 2009 • Diversified Restaurant Holdings, Inc. • Services-management services • Pennsylvania
Master Agreement shall mean this Master Lease Agreement. Schedule shall mean any Lease Schedule signed by you and us which incorporates the terms of this Master Agreement. Lease shall mean this Master Agreement and any Schedule. The words "you" and "your" mean the Lessee named below. The words "we", "us", and "our" refer to the Lessor named below.
BUFFALO WILD WINGS® Amendment to Area Development AgreementBuffalo Wild Wings • December 15th, 2008 • Diversified Restaurant Holdings, Inc. • Services-management services
THIS AMENDMENT is made and entered into by and among Buffalo Wild Wings International, Inc., an Ohio corporation ("we," "us" or "Franchisor"), and AMC Wings, Inc., a Michigan corporation ("AMC", "Developer" or "you"). All capitalized terms not defined in this Amendment have the meanings set forth in the Area Development Agreement (defined below). To the extent that the terms of this Amendment are inconsistent with any of the terms of the Area Development Agreement, the terms of this Amendment will supersede and govern. This Amendment is effective on the date we sign below (the "Effective Date").
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 5th, 2010 • Diversified Restaurant Holdings, Inc. • Services-management services • Michigan
This Stock Purchase Agreement is made between AMC Wings, Inc. (hereinafter referred to as “Buyer”), T. Michael Ansley, Thomas Dwight Ansley, and Steven A. Menker (hereinafter referred to collectively as “Selling Shareholders” and individually as “Selling Shareholder”), and TMA Enterprises of Novi, Inc. (hereinafter referred to as the “Corporation”).
BUFFALO WILD WINGS Retail Center LeaseBuffalo Wild Wings • December 7th, 2009 • Diversified Restaurant Holdings, Inc. • Services-management services • Michigan
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 6th, 2014 • Diversified Restaurant Holdings, Inc. • Retail-eating places
Spirit cannot complete its underwriting and credit analysis in connection with the contemplated transaction until it has received a completed and executed copy of this Questionnaire from you.
