10,000,000 Units OPES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
Opes Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • BurgerFi International, Inc. • Retail-eating places • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 16 day of December, 2020, by and among the undersigned holders set forth on Exhibit A (each a “Holder,” collectively, the “Holders”) and BurgerFi International, Inc., a Delaware corporation (f/k/a Opes Acquisition Corp.) (the “Company”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby Opes Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization or amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-223106) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This agreement is made as of March 13, 2018 between Opes Acquisition Corp., a Delaware corporation, with offices at c/o Axis Capital Management, Park Plaza Torre I Javier Barros Sierra 540, Of. 103, Col. Santa Fe, 01210 México City, México (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
FIFTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2023 • BurgerFi International, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT, dated as of December 15, 2015 (as amended in its entirety pursuant to that certain Tenth Amendment to Credit Agreement and Joinder, dated as of November 3, 2021, and as further amended, restated, supplemented, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among BURGERFI INTERNATIONAL, INC., a Delaware corporation (“Parent”), PLASTIC TRIPOD, INC., a Delaware corporation (“PTI” and together with Parent, each a “Borrower” and collectively, the “Borrowers”), certain Subsidiaries of Parent from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, and REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
TENTH AMENDMENT TO CREDIT AGREEMENT AND JOINDERCredit Agreement • November 5th, 2021 • BurgerFi International, Inc. • Retail-eating places • New York
THIS TENTH AMENDMENT TO CREDIT AGREEMENT AND JOINDER (this “Agreement”), dated as of November 3, 2021, is entered into by and among BURGERFI INTERNATIONAL, INC., a Delaware corporation (“Parent”), PLASTIC TRIPOD, INC., a Delaware corporation (“PTI” and together with Parent, each a “Borrower” and collectively, the “Borrowers”), HOT AIR, INC., a Delaware corporation (“Hot Air”), the Subsidiaries of Hot Air party hereto and described on the signature pages as the Existing Guarantors (together with Hot Air, each an “Existing Guarantor” and collectively, the “Existing Guarantors”), certain Subsidiaries of Parent party hereto and described on the signature pages as the Joining Guarantors (each a “Joining Guarantor” and collectively, the “Joining Guarantors”), the Lenders party hereto, and REGIONS BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), collateral agent for the Lenders (in such capacity, the “Collateral Agent”), Swingline Lender, and Issui
BURGERFI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 14th, 2023 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Restricted Stock Unit Agreement” or “Award Agreement”) is made and entered into as of the Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
BURGERFI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 16th, 2022 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Restricted Stock Unit Agreement” or “Award Agreement”) is effective as of the Legal Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
BURGERFI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 16th, 2021 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Restricted Stock Unit Agreement” or “Award Agreement”) is made and entered into as of the Legal Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
Opes Acquisition Corp. c/o Axis Capital Management Park Plaza Torre I Javier Barros Sierra 540, Of. 130 Col. Santa Fe 01210 Mexico City, MexicoUnderwriting Agreement • March 8th, 2018 • Opes Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Opes Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (“Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
BURGERFI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 16th, 2021 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Restricted Stock Unit Agreement” or “Award Agreement”) is made and entered into as of the Legal Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2020 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 16, 2020, by and between the undersigned (the “Holder”) and BurgerFi International, Inc. (f/k/a Opes Acquisition Corp.), a Delaware corporation (“BurgerFi”).
BURGERFI INTERNATIONAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2021 • BurgerFi International, Inc. • Retail-eating places • Florida
BURGERFI INTERNATIONAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2023 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of June 8, 2023 by and between BurgerFi International, Inc., a Delaware corporation (“Company”), and Chris Jones, a New York resident (“Employee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 13, 2018 (“Agreement”), by and among OPES ACQUISITION CORP., a Delaware corporation (“Company”), AXIS PUBLIC VENTURES S. DE R.L. DE C.V., LION POINT CAPITAL, LB&B S.A. DE C.V. and GONZALO GIL WHITE (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
BURGERFI INTERNATIONAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2022 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of January 3, 2022, by and between BurgerFi International, Inc., a Delaware corporation (“Company”), and Ronald Biskin, a California resident (“Employee”).
BURGERFI INTERNATIONAL, INC. UNRESTRICTED STOCK AWARD AGREEMENTUnrestricted Stock Award Agreement • January 6th, 2023 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Unrestricted Stock Award Agreement” or “Award Agreement”) is made and entered into as of the Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
HOT AIR, INC. AMENDMENT TO THE NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE HOT AIR, INC. AMENDED AND RESTATED 2016 STOCK OPTION PLANNon-Qualified Stock Option Agreement • November 5th, 2021 • BurgerFi International, Inc. • Retail-eating places
This AMENDMENT TO THE STOCK OPTION AGREEMENT (this “Amendment”) between Hot Air, Inc., a Delaware corporation (the “Company”), BurgerFi International, Inc. (“BurgerFi”) and Ian Baines (the “Participant”), is dated as of November 3, 2021.
BURGERFI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 16th, 2022 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Restricted Stock Unit Agreement” or “Award Agreement”) is effective as of the Legal Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 29th, 2021 • BurgerFi International, Inc. • Retail-eating places • Florida
This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is entered into on this 18th day of February, 2021 (the “Effective Date”) by and between BURGERFI INTERNATIONAL, INC., a Delaware corporation with an address of 105 US Highway 1, North Palm Beach, FL 33408, and its affiliates (collectively, “BFI”), and JAMES ESPOSITO, an individual residing at 15 Dexter Court, Fremont, NH 03044 (the “Contractor”).
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • BurgerFi International, Inc. • Retail-eating places
THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of December 7, 2022, is entered into by and among BURGERFI INTERNATIONAL, INC., a Delaware corporation (“Parent”), PLASTIC TRIPOD, INC., a Delaware corporation (together with Parent, each a “Borrower” and collectively, the “Borrowers”), the other Subsidiaries of Parent party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders party hereto, and REGIONS BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
CONSULTING AGREEMENTConsulting Agreement • May 8th, 2023 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of May 8, 2023, is entered into by and among BurgerFi International, Inc., a Delaware corporation (the “Company”), and Ian Baines, an individual with a primary residence in Florida (“Baines” or the “Consultant”).
STOCK PURCHASE AGREEMENT BY AND BETWEENStock Purchase Agreement • August 17th, 2023 • BurgerFi International, Inc. • Retail-eating places
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • April 3rd, 2023 • BurgerFi International, Inc. • Retail-eating places • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of February 24, 2023 (the “Closing Date”), by and between REGIONS BANK, in its capacity as administrative agent for the Senior Creditors (defined below) (in such capacity, and including any successor administrative agent, the “Senior Administrative Agent”) and as collateral agent for the Senior Creditors (defined below) (in such capacity, and including any successor collateral agent, the “Senior Collateral Agent”), and CP7 WARMING BAG, LP, a Delaware limited partnership (including its successors and assigns, the “Junior Creditor”), and is acknowledged by the Credit Parties (defined below).
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 1st, 2020 • Opes Acquisition Corp. • Retail-eating places • Florida
THIS AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of September 22, 2020 by and among Opes Acquisition Corp., a Delaware corporation (the “Purchaser”), BurgerFi International LLC, a Delaware limited liability company (“Company”), the members of the Company (the “Members”), and BurgerFi Holdings, LLC, a Delaware limited liability company, as the representative of the Members (the “Members’ Representative”), hereby amends that certain Membership Interest Purchase Agreement (the “MIPA”) between Purchase, Company, the Members and the Members’ Representative dated as of June 29, 2020 (the “Effective Date”), as follows:
BURGERFI INTERNATIONAL, INC. UNRESTRICTED STOCK AWARD AGREEMENTUnrestricted Stock Award Agreement • January 6th, 2022 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Unrestricted Stock Award Agreement” or “Award Agreement”) is effective as of the Legal Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
SEPARATION AND GENERAL MUTUAL RELEASE AGREEMENTSeparation and General Mutual Release Agreement • October 4th, 2021 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS SEPARATION AND GENERAL MUTUAL RELEASE AGREEMENT (the “Agreement”) is entered into between Ross Goldstein (the “Executive”) and BurgerFi International, Inc. (“BurgerFi”) (collectively, the “Parties”), as follows:
BURGERFI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 16th, 2021 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AWARD AGREEMENT (“Restricted Stock Unit Agreement” or “Award Agreement”) is made and entered into as of the Grant Date (as defined below), by and between BurgerFi International, Inc., a Delaware corporation (the “Company”), and the Participant (the “Participant”) named below. Any capitalized term used but not explicitly defined in this Award Agreement shall have the meaning ascribed to such term in the BurgerFi International, Inc. 2020 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is attached hereto as Exhibit A.
BURGERFI INTERNATIONAL, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2022 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) is made and entered into effective as of May 10, 2022, by and between BurgerFi International, Inc., a Delaware corporation (“Company”), and Karl Goodhew, a Georgia resident (“Employee”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • April 14th, 2022 • BurgerFi International, Inc. • Retail-eating places • Florida
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into between Julio Ramirez (the “Executive”) and BurgerFi International, Inc. (“BurgerFi”) (collectively, the “Parties”), as follows:
VOTING AGREEMENTVoting Agreement • March 16th, 2023 • BurgerFi International, Inc. • Retail-eating places • Florida
This Voting Agreement (this “Agreement”) is made as of March 15, 2023, by and among BurgerFi International, Inc., a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Settlement Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2020 • BurgerFi International, Inc. • Retail-eating places
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 16, 2020, between BurgerFi International, Inc. (the “Company”) and Ophir Sternberg (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2018 • Opes Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 13, 2018 by and between Opes Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Amendment to STOCK ESCROW AGREEMENTStock Escrow Agreement • December 23rd, 2020 • BurgerFi International, Inc. • Retail-eating places • New York
This AMENDMENT TO THE STOCK ESCROW AGREEMENT (the “Amendment”), dated as of December 16, 2020, by and among BurgerFi International, Inc. (f/k/a OPES Acquisition Corp.), a Delaware corporation (“Company”), each stockholder identified on the signature pages hereto and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Stock Escrow Agreement, dated as of March 13, 2018 (the “Stock Escrow Agreement”), by and among the Company, the Initial Stockholders and the Escrow Agent.
FOURTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2023 • BurgerFi International, Inc. • Retail-eating places
THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of February 1, 2023, is entered into by and among BURGERFI INTERNATIONAL, INC., a Delaware corporation (“Parent”), PLASTIC TRIPOD, INC., a Delaware corporation (together with Parent, each a “Borrower” and collectively, the “Borrowers”), the other Subsidiaries of Parent party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders party hereto, and REGIONS BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
