CORPORATE GOVERNANCE

MANAGEMENT TEAM

Seenu G. Kasturi, Chairman, CEO & CFO
Mr. Kasturi has served as our Chief Executive Officer since January 2, 2019 and has served as our Chief Financial Officer and Chairman of our board of directors since January 2017. He served as our President from January 2017 to January 2, 2019.  He has served as the Vice President and Controller of Tilted Kilt Franchise Operating, LLC, the franchisor of the Tilted Kilt, since June 2018 and as the President and Chief Executive Officer of Blue Victory Holdings, Inc., an asset development firm focused primarily on the ownership and management of branded restaurants, since October 2009. He has also served as the President, Treasurer and Secretary of DWG Acquisitions, LLC, a Louisiana limited liability company (“DWG Acquisitions”) which is our largest franchisee with four Dicks Wings and Grill restaurants under ownership, since February 2013. From June 2005 to October 2009, Mr. Kasturi served as the President of K&L Investment Realty, an owner and manager of restaurants and real estate properties. Prior to that, he served as a certified financial planner, a registered broker and an investment advisor. Mr. Kasturi earned a Bachelor of Arts degree from Andhra University in Visakhapatnam, India.

Richard W. Akam, COO & Secretary
Mr. Akam has served as our Chief Operating Officer since January 2013 and has served as our Secretary since July 2013. Mr. Akam served as our Chief Executive Officer from July 2013 to January 2, 2019, and served as our Chief Financial Officer from July 2013 to August 2013. He has also served as the President of Tilted Kilt Franchise Operating, LLC, the franchisor of the Tilted Kilt, since June 2018.  Prior to joining us, Mr. Akam served as the Chief Operating Officer of Ker’s Winghouse from September 2012 to January 2013.  From May 2011 to July 2012, he served as the Chief Operating Officer of Twin Peaks Restaurants.  Mr. Akam served as the Chief Operating Officer of First Watch Restaurants from February 2005 to December 2008 and as the Chief Operating Officer of Raving Brands from October 2003 to February 2005.  Prior to that, he served in various roles with Hooters of America for approximately 20 years, including serving as its President and Chief Executive Officer from 1995 to 2003.  Mr. Akam is also the founding member of Akam & Associates, LLC, a restaurant consulting firm that has provided consulting services to the restaurant industry since 2009.  Mr. Akam earned a Bachelor of Arts degree from the University of Louisville.

Ketan B. Pandya, Director & Vice President of Marketing
Mr. Pandya has served as a member of our Board of Directors since August 2013.  Mr. Pandya also serves as our Vice President of Marketing.  He has served as the Vice President of Franchise Relations of Tilted Kilt Franchise Operating, LLC, the franchisor of the Tilted Kilt, since June 2018, and as a Principal Consultant to the Pro Tech Group, a consulting company since January 2010. Mr. Pandya served as a Senior Director of National Account Sales for SMART Technologies, a developer of Web-based integrated customer relationship solutions, from March 2012 to November 2013. Prior to that, he served as the Director of Marketing/Sales for Advanced Micro Devices, a multinational semiconductor company, from March 2010 to December 2011, and served as the Senior Manager for Product Marketing and Retail Sales Support for Dell Technologies, a multinational computer technology company, from September 1999 to February 2010. Mr. Pandya earned a B.S. in Electrical Engineering from the University of Louisiana and an MBA with a concentration in marketing from the University of Texas.

BOARD OF DIRECTORS

Seenu G. Kasturi
Seenu G. Kasturi has served as the Chairman of our board of directors since January 2017. He has served as the President and Chief Executive Officer of Blue Victory Holdings, Inc., an asset development firm focused primarily on the ownership and management of branded restaurants, since October 2009. He has also served as the President, Treasurer and Secretary of DWG Acquisitions, LLC, a Louisiana limited liability company that owns and operates restaurants, since February 2013. From June 2005 to October 2009, Mr. Kasturi served as the President of K&L Investment Realty, an owner and manager of restaurants and real estate properties. Prior to that, he served as a certified financial planner, a registered broker and an investment advisor. Mr. Kasturi earned a Bachelor of Arts degree from Andhra University in Visakhapatnam, India.

Ketan B. Pandya
Ketan B. Pandya has served as a member of our board of directors since August 2013. He has served as a Principal Consultant to the Pro Tech Group, a consulting company, since January 2010. Mr. Pandya served as a Senior Director of National Account Sales for SMART Technologies, a developer of Web-based integrated customer relationship solutions, from March 2012 to November 2013. Prior to that, he served as the Director of Marketing/Sales for Advanced Micro Devices, a multinational semiconductor company, from March 2010 to December 2011, and served as the Senior Manager for Product Marketing and Retail Sales Support for Dell Technologies, a multinational computer technology company, from September 1999 to February 2010. Mr. Pandya earned a B.S. in Electrical Engineering from the University of Louisiana and a MBA with a concentration in marketing from the University of Texas.

Fred D. Alexander
Fred D. Alexander has served as a member of our board of directors since November 2012. He has served as the Managing Member and Director of Business Development for Quantum Leap, LLC, a real estate company that he founded that acquires, develops, and manages underperforming properties and other assets, since July 2007. Mr. Alexander also serves as the Managing Member of GOR E&P LLC, an oil and gas exploration and production company that he founded in January 2014, and as the Managing Member and Director of Operations for American Phoenix, LLC, a real estate company that he founded in December 2003 that acquires, develops and markets high-end real estate assets, including apartment buildings, condominiums and shopping centers. He served as the Vice President of Business Development for Blue Victory Holdings, Inc., an asset development firm focused primarily on the ownership and management of branded restaurants, where he was responsible for the identification, acquisition and financing of branded restaurants, from July 2010 to August 2014. Mr. Alexander obtained his college degree at the University of Louisiana, at Lafayette, and has been a licensed real estate broker since 1972.

CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct and Ethics (the “Code”) embodies the commitment of ARC Group, Inc. (the “Company”) to conduct its business in accordance with all applicable laws, rules and regulations and the highest ethical standards.  All employees and members of the Company’s Board of Directors are expected to adhere to the principles and procedures set forth in this Code that apply to them.  The Company also expects consultants and advisors that it retains to abide by this Code.  The Company expects its people to maintain high ethical standards in everything they do, both in their work for the Company and in their personal lives.

For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, Section I of this Code shall be the code of ethics for the Company’s senior financial officers, including the Company’s principal financial officer and comptroller, principal accounting officer, and persons performing similar functions (collectively, “Senior Financial Officers”).

SECTION I

A.  Compliance and Reporting

Employees and directors should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt.  Any employee or director who becomes aware of any existing or potential violation of this Code should promptly notify the Chief Executive Officer and, in the case of directors and the Chief Executive Officer, the Chief Financial Officer.  The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention.

Any questions relating to how these policies should be interpreted or applied should be addressed to the Chief Executive Officer or Chief Financial Officer (each, a “Senior Company Officer”), as appropriate.

B.  Personal Conflicts of Interest

A “personal conflict of interest” occurs when an individual’s personal interest improperly interferes with the interests of the Company.  Personal conflicts of interest are prohibited as a matter of Company policy, unless they have been approved by the appropriate Senior Company Officer.  In particular, an employee or director must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.

Service to the Company should never be subordinated to personal gain and advantage.  Conflicts of interest should be avoided to the extent possible.

Any employee or director who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with an appropriate Senior Company Officer.

C.  Public Disclosure

It is the Company’s policy that the information in its public communications, including any Securities and Exchange Commission filings and submissions made by the Company, be full, fair, accurate, timely and understandable.  All employees and directors who are involved in the company’s disclosure process, including the Senior Financial Officers, are responsible for acting in furtherance of this policy.  In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the Company and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Company to others, whether within or outside the Company, including the Company’s independent auditors.  In addition, any employee or director who has a supervisory role in the Company’s disclosure process has an obligation to discharge his or her responsibilities diligently.

D.  Compliance with Laws, Rules and Regulations

It is the Company’s policy to comply with all applicable laws, rules and regulations.  It is the personal responsibility of each employee and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.

It is both illegal and against Company policy for any employee or director who is aware of material nonpublic information relating to the Company, any of the Company’s customers or any other private or governmental issuer of securities, to buy or sell any securities of those issuers or recommend that another person buy, sell or hold the securities of those issuers.

Any employee or director who is uncertain about the legal rules involving his or her purchase or sale of any Company securities or any securities in issuers that he or she is familiar with by virtue of his or her work for the Company should consult with an appropriate Senior Company Officer before making any such purchase or sale.

SECTION II

A. Company Business Opportunities and Property

Employees and directors owe a duty to the Company to advance the Company’s legitimate business interests when the opportunity to do so arises.  Employees and directors are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down.  More generally, employees and directors are prohibited from using corporate property, information or position for personal gain or competing with the Company.

Sometimes the line between personal and Company benefits is difficult to draw, and sometimes both personal and Company benefits may be derived from certain activities.  The only prudent course of conduct for Company employees and directors is to make sure that any use of its property or services that is not solely for the benefit of the Company is approved beforehand through the appropriate Senior Company Officer.

B.  Confidentiality

In carrying out the Company’s business, employees and directors often learn confidential or proprietary information about the Company, its customers, prospective customers or other third parties.  Employees and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated.  Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.

C.  Fair Dealing

The Company has a history of succeeding through honest business competition.  The Company does not seek competitive advantages through illegal or unethical business practices.  Each employee and director should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees.  No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.

D.  Equal Employment Opportunity and Harassment

The Company’s focus in personnel decisions is on merit and contribution to the Company’s success.  Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that the Company has set for itself.  The Company affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance.  This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee.  The Company does not tolerate or condone any type of discrimination prohibited by law, including harassment.

E.  Protection and Proper Use of Company Assets

All employees should protect the Company’s assets and ensure their efficient use.  All Company assets should be used for legitimate business purposes only.

SECTION III

A.  Waivers of This Code

From time to time, the Company may waive certain provisions of this Code.  Any employee or director who believes that a waiver may be called for should discuss the matter with an appropriate Senior Company Officer.  Waivers for executive officers (including Senior Financial Officers) or directors of the Company may be made only by the Board of Directors or a committee of the Board of Directors.

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