Local Eateries, Inc.

A minimum of $1,500,000 and up to $4,000,000 of Senior Secured Notes (the “Offering”, “Loan” or “Notes”) is being issued by Local Eateries, Inc. (“Porter Road”, the “Borrower”, “Issuer” or the “Company”) to refinance short term debt and provide working capital reserves of the Borrower.

Local Eateries, Inc.

Senior Secured Notes of the Borrower (the “Offering”, “Loan” or “Notes”), which represent the senior indebtedness of the Borrower.

A minimum of $1,500,000 up to $4,000,000 of Senior Secured Notes (the “Notes” or “Loans”) are being issued.

Individuals and institutional investors who qualify as accredited investors as defined by Rule 501 of Regulation D of the US securities laws.

The Notes will pay Investors an annual interest rate equaling 14.0%. Each payment will be due on the first day of each month or, if occurring on a weekend or holiday, on the next business day.

12/15/25 (the “Maturity Date”), upon which time all outstanding Note principal and interest is due and payable.

Notes will pay interest only through 12/31/23. Thereafter the Notes will fully amortize on a mortgage style basis calculated such that none of the Loan principal will be remaining at the Maturity Date, with all outstanding principal then due at that time.

The Notes may be prepaid at any time, in whole or in part, but only if investors have been paid, through a combination of previous interest payments and, if necessary, additional amounts at the time of the prepayment, an amount totaling at least one full year of 14% interest, based upon their original principal investment.

The proceeds for any Note issuance will be used as follows: refinancing of short-term debt and providing working capital reserves for the Borrower.

The minimum investment amount for an investment in the Notes will be $25,000, subject to exception by the Issuer.

Notes will be offered through 12/29/23. An initial closing is to be determined with additional investment to be accepted at the discretion of the Company. The Offering Period may be extended at the sole discretion of the Company.

The Notes will represent the senior indebtedness of the Borrower, now or in the future, that will have a perfected security interest in all currently unencumbered assets of the business.

The Loan will have a perfected security interest in all of the currently unincumbered assets of the Borrower. A UCC will be filed with the state of Delaware to perfect these security interests.

The Company will maintain a 3-month Interest Reserve Account (the “Interest Reserve Account”), held and administered by the Administrative Agent, until the final 6 months of the Loan. Thereafter, if there has been no Event of Default (see below), amounts held within this Interest Reserve Account may be applied to monthly principal and interest payments as they become due.

Usual for Loans of this type for the Borrower, including but not limited to: accuracy of financial statements; no material adverse change; absence of litigation; no violation of agreements; compliance with laws; payment of taxes; solvency; compliance with environmental matters; accuracy of information; and validity, and priority and perfection of security interest in the collateral.

Including but not limited to satisfaction of all legal and financial due diligence relating to the Borrower.

Covenants will be tested starting January 2024 and quarterly thereafter.

Collateral Coverage – The Company’s intellectual property cash, accounts receivable, fixed assets, and inventories (calculated at cost), will always be in excess of one hundred and ten percent (110%) of the outstanding Loan principal balances. The Borrower will provide Lenders with a Borrowing Base Certificate which will perform this calculation and certify whether the Borrower is in compliance.

Fixed Charge Coverage – The Company shall generate operating cash flow sufficient to maintain a 1.2x Fixed Charge Coverage Ratio, on a trailing one-month basis. Please see “Credit Considerations” for more information.

Restricted Member Distributions – If it is not in compliance with any other covenants associated with this or any other financing by the Company, the Borrower shall not, without the prior written consent of a majority of the Lenders, make any distributions on a quarterly basis to its members/shareholders, other than tax distributions, which can be made at any time.

Limitation on Additional Indebtedness – The Company will not create, incur, assume, or permit to be outstanding any Indebtedness that exceeds $325,000 and such Indebtedness, if any, will not be allowed to place secondary liens or other liens on the Collateral.

As is usual for Loans of this type, including but not limited to performance of obligations; delivery of agreed financial information and compliance certificates; notices of default and litigation; maintenance of satisfactory insurance; compliance with laws; and payment of taxes.

Prior to closing management, director and owner compensation will be agreed and not changed without Lender consent. All Owner injections shall be subordinated to Lenders.

As is usual for Loans of this type, including but not limited to transfer of assets, incurrence of additional debt above the allowable amount, mergers changes in primary business, etc.

An “Event of Default” under this Loan shall include: (a) Borrower shall fail to pay when due any required interest or principal; or (b) any warranty, representation, statement, report or certificate made or delivered to the Administrative Agent or the Lenders by Borrowers or any of Borrowers’ officers, directors, employees or agents, now or in the future, shall be untrue or misleading in any material respect; or (c) Borrowers shall fail or neglect to perform or shall violate any Financial Covenant, Affirmative Covenant or Negative Covenant as specified in the Loan and Security Agreement supporting the Loan, subject to a 5 business day grace period.

If the Loan and any interest due to the Lender is not paid when due or the Borrower is otherwise in default, the Borrower will begin incurring an incremental 5% (annualized) Penalty Fee per month for so long as such default is in effect. The Penalty Fee shall be based upon the aggregate principal balances of all outstanding Notes, unpaid interest and any accrued Penalty Fees, subject to a five working day grace period and the occurrence of a force majeure event. Once the default has been remedied, the interest rate will return to that applicable for Loan at that time.

The Company will establish an escrow account at an FDIC-insured banking institution (the “Custodian”). Under escrow instructions with this Bank, all subscription amounts will be deposited into the escrow account until the Company has received, and is prepared to accept, subscriptions for at least $1,500,000 of Notes offered hereby, and/or through a combination of such subscriptions and other alternative methods of financings such as short-term bridge notes or the exchange of other instruments (each an “Alternative Financing”). When this subscription amount, which may include Alternative Financings, has been reached, the amounts previously deposited in escrow will be released to the Company (the “Closing”). If the Company does not receive subscriptions and/or Alternative Financings equal to at least $1,500,000 prior to the termination date of this Offering, then at the termination date all funds on deposit in the escrow account will be returned to the corresponding subscribers, without interest. At its discretion, the Company may not establish an escrow account if the minimum amount is met by a single investor.

Insurance will be maintained by the Company including: 1) property and casualty insurance coverage for an amount equaling at least the outstanding principal of the Note and 2) general liability insurance for its operations in its facilities.

The Administrative Agent will be provided monthly unaudited financial statements within 45 days of the end of each preceding month as well as an annual unaudited statement for each calendar year within 90 days of the end of each year.

Carolina Financial Securities, LLC (“CFS”). CFS, a FINRA-registered broker dealer, is the exclusive Placement Agent for the Offering and will receive a 5.00% placement fee for acting as Placement Agent. CFS may share up to 50% of its fees with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering.

CFG Financial Services, LLC (the “Administrative Agent”), an affiliate of CFS, shall serve as administrative agent. The role of the Administrative Agent includes: administration of the Interest Reserve Account, ongoing representation of the Investors to the Borrower, oversight of Borrower compliance with all Loan covenants, processing of interest and principal payments from the Borrower to Investors, preparation and payment of all Regulation D filings (to be reimbursed by the Borrower) and other actions required in the administration of the Loan on behalf of the Investors. The administrative agent shall have an allowance of $5,000 per year for expenses reasonably incurred for its services, such as tax reporting, securities filings, and similar fees, to be reimbursed by the Company.

A cash fee equaling (5.00%) will be paid by the Borrower as a placement fee to CFS for acting as exclusive Placement Agent for the Offering.

Additionally, CFS will be reimbursed for out-of-pocket fees and expenses which have been approved by the Issuer.

The Securities being offered should be considered a speculative investment. The ability of the Company to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Company’s efforts to continue its business operations will prove to be sufficient to enable the Company to generate the funds required to make distributions. Anyone investing in the Securities should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.

As this security is a private transaction, there is currently no public market for the securities being offered herein. These Securities are not publicly registered securities and will have no secondary sale liquidity.

The Company has a limited history of operations upon which an evaluation of the Company’s business and prospects can be based. No assurances can be given that the Company will ever be profitable or generate revenues sufficient to make distributions. This makes evaluating the Company’s business operations and validating its financial projections difficult. In assessing the Company’s prospects, a potential investor must consider the risks and difficulties frequently encountered by early-stage companies. These risks include the Company’s ability to: raise sufficient capital to fund operations, and other general corporate purposes; manage changing and expanding operations; establish and increase awareness of the Company’s brand and strengthen loyalty among prospective customers; implement and successfully execute the Company’s business and marketing strategies; respond effectively to competitive pressures and developments; continue to enhance the Company’s products and services; and attract, retain and motivate qualified personnel. The Company’s failure in any of these areas could adversely affect the Company’s financial condition and results of operation.

The Company currently has existing debt in the amount of $2,654,193, governed by a Loan and Security Agreement. Some of this debt is intended to be repaid with the proceeds of this Offering. Should the Company default on any of the payments owed to the senior secured lenders, they may take actions which could affect the Company’s ability to make distributions.

Any substantial decline in the demand for products sold by the Issuer may cause a decline in the market value of Issuer’s product and negatively impact the Issuer’s financial performance.

Pricing for protein varies significantly depending on market conditions. This may negatively impact the Issuer’s financial performance.

Outbreaks of disease and other events, which may be beyond the Company’s control, producers who sell materials to Porter Road, could significantly affect demand for its products, consumer perceptions of products, the availability of materials for purchase and its ability to conduct its operations.

Success for the Issuer’s business depends, in part, on the quality and safety of the Issuer’s products. If the products are found to be defective or unsafe, or if they otherwise fail to meet customer standards, relationships with customers could suffer. Further, the Issuer’s reputation could be diminished, and the Issuer could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on the business.

The Issuer’s activities are subject to international, federal, and state laws. The Issuer’s activities are expected to have a variety of regulatory oversight as development proceeds. Development of any of the Issuer’s operations will be dependent on the Issuer satisfying regulatory guidelines and, where required, being approved by governmental authorities. The Issuer intends to conduct their business activities in a compliant manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise its performance, and which may have adverse financial implications.

The Company competes with others in the industry. Competitors include companies that may have greater financial and other resources than the Company. Additionally, these competitors could use strategies to prevent the Company from achieving its objectives and may gain market share. This may have a material adverse impact on the financial position of the Company

Any negative changes in economic conditions could have a material adverse effect on the Company’s business.

Due to the size of the organization, the Issuer has a significant reliance on certain key employees, particularly Chris Carter and James Peisker. If the Issuer is unable to retain key employees it could jeopardize the Issuer’s ability to implement its business plan, its relationships with its customers, and its financial stability.

The Issuer expects to continue to grow its overall operations and this may strain the Issuer’s resources. Any inability to manage growth effectively would have a material adverse effect on the Issuer’s business.

The Issuer reserves the right to accept or reject any proposed investment in its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Borrower is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by it should it raise more or less funds than are needed to make its investments.

The financial projections contained in this Offering Summary and any supplements represent the Issuer’s estimated results of operations. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.

The Company has not requested and will not request any tax ruling from the IRS regarding the tax consequences of the Company’s activities. Accordingly, there is no certainty as to the tax consequences of participating in the Security. The Company has not sought or obtained a legal opinion with respect to the tax treatment of the Offering proceeds or issuance of the Security. Accordingly, Investors are urged to consult your own tax advisor with respect to the federal and state tax consequences arising from participation in this Offering.

There is a possibility that the IRS will audit the Company’s income tax returns. If the Company’s income tax returns are audited, your return might also be audited.

No assurance can be given that the current Congress or any future Congress will not enact federal income tax legislation that could adversely affect the tax consequences of participating in the Offering.

Potential investors should not rely exclusively on one aspect of the security structure when making an investment decision on whether or not to participate in this Offering.

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. Prospective investors reviewing this Offering Summary should keep in mind other possible risks that could be important to the success of their investment in the Securities.