COMMON STOCK PURCHASE WARRANT AMERGENT HOSPITALITY GROUP, Inc.Common Stock Purchase Warrant • April 9th, 2020 • Amergent Hospitality Group, Inc
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 30, 2020 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on March 30, 2025 (the “Termination Date) but not thereafter, to subscribe for and purchase from Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”), up to 350,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February 7, 2020, by and among Chanticleer Holdings, Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchaser”).
COMMON STOCK PURCHASE WARRANT Amergent Hospitality GrouP inc.Common Stock Purchase Warrant • July 17th, 2023 • Amergent Hospitality Group Inc. • Retail-eating & drinking places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ),______________, 2023 (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AMERGENT HOSPITALITY GROUP INC., a Delaware corporation (the “Company”), up to __________________ (______________) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT Amergent Hospitality Group, inc.Security Agreement • April 9th, 2020 • Amergent Hospitality Group, Inc
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Oz Rey, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 1, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER by and among CHANTICLEER Holdings, Inc. a Delaware corporation Biosub INc. a Delaware corporation and Sonnet BioTherapeutics, Inc. a New Jersey corporation dated as of October 10, 2019Merger Agreement • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 10, 2019, is entered into by and among CHANTICLEER HOLDINGS, INC., a Delaware corporation (“Public Company”); BIOSUB INC., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and SONNET BIOTHERAPEUTICS, INC., a New Jersey corporation (“Merger Partner,” and together with Public Company and the Merger Sub, the “Parties”).
SECURITY AGREEMENTSecurity Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
THIS SECURITY AGREEMENT (this “Agreement”) is made this 30th day of August 2021, by and between PIE SQUARED HOLDINGS, LLC, a Delaware limited liability company (the “Company”) and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (“Lender”).
SECURITY AGREEMENTSecurity Agreement • April 9th, 2020 • Amergent Hospitality Group, Inc • New York
This SECURITY AGREEMENT, dated as of April 1, 2020 (this “Agreement”), is among Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10.0% Secured Convertible Debentures in the original aggregate principal amount of $4,037,889 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE AMERGENT HOSPITALITY GROUP INC.Incentive Stock Option Agreement • July 17th, 2023 • Amergent Hospitality Group Inc. • Retail-eating & drinking places • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is between Amergent Hospitality Group Inc., a Delaware corporation (the “Company”), and the individual optionee specified below (the “Optionee”) and is made and effective as of April 24, 2023 (the “Effective Date”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Amergent Hospitality Group Inc. 2021 Equity Incentive Plan (the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2020, between [●], a [Delaware] [●] (the “Spin-Off Entity”), on the one hand, and Chanticleer Holdings, Inc., a Delaware corporation (“Public Company”) and Sonnet BioTherapeutics, Inc., a New Jersey corporation (the “Merger Partner”). Each of the Spin-Off Entity, Public Company and Merger Partner are sometimes referred to herein as a “Party” and together the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2023 • Amergent Hospitality Group Inc. • Retail-eating & drinking places • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of the date set forth on each Purchasers signature page, between Amergent Hospitality Group Inc., a Delaware corporation (“Amergent”) and each purchaser identified on the signature pages hereto and each purchaser identified on the signature pages hereto, a “Purchaser” and collectively, the “Purchasers”).
SONNET BIOTHERAPEUTICS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • New York
Sonnet BioTherapeutics Holdings, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Amergent Hospitality Group, Inc., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 1, 2025 (the “Expiration Date”) but not thereafter 186,161 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 7th day of January, 2019 (the “Effective Date”), between PATRICK HARKLEROAD, an individual resident of the State of North Carolina (“Executive”), and CHANTICLEER HOLDINGS, INC., a Delaware corporation (“Company”).
DISPOSITION AGREEMENTDisposition Agreement • April 9th, 2020 • Amergent Hospitality Group, Inc • Delaware
This Disposition Agreement (this “Agreement”) is made effective as of March 25, 2020, by and among Chanticleer Holdings, Inc., a Delaware corporation (“Public Company”) and Amergent Hospitality Group, Inc. a Delaware corporation (“Spin-Off Entity”). Each of Public Company and Spin-Off Entity are referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • North Carolina
This Employment Agreement (the “Agreement”) is made and effective as of November 16, 2018 (the “Effective Date”) by and between Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer” or the “Company”), and Frederick L. Glick (the “Executive”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 9th, 2020 • Amergent Hospitality Group, Inc • New York
SUBSIDIARY GUARANTEE, dated as of April 1, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Oz Rey, LLC, a Texas limited liability company (together with its permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”) and the Purchasers.
Guaranty of PizzaRev Franchising, LLCGuaranty Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (“Rev Acquisition”), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the “Purchase Agreement”), with Pie Squared Investment, LLC (“Squared Investment”), and Amergent Hospitality Group, Inc. (“AHG”), PizzaRev Franchising, LLC, a Delaware limited liability company (the “Guarantor”), does hereby absolutely and unconditionally guarantee the full payment of all monetary obligations (collectively, the “Guaranteed Obligations”) arising under or in connection with the Note (this and each other capitalized terms used but not defined herein shall have the meaning assigned thereto in the Purchase Agreement) in accordance with the terms of the Note.
WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONSCertificate of Designations • April 15th, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
This WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONS (this “Amendment”) is entered into as of February 16th, 2021 (the “Effective Date”), by and among the following:
Guaranty of Pie Squared Pizza, LLCGuaranty Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (“Rev Acquisition”), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the “Purchase Agreement”), with Pie Squared Investment, LLC (“Squared Investment”), and Amergent Hospitality Group, Inc. (“AHG”), Pie Squared Pizza, LLC, a Delaware limited liability company (the “Guarantor”), does hereby absolutely and unconditionally guarantee the full payment of all monetary obligations (collectively, the “Guaranteed Obligations”) arising under or in connection with the Note (this and each other capitalized terms used but not defined herein shall have the meaning assigned thereto in the Purchase Agreement) in accordance with the terms of the Note.
SECURITY AGREEMENTSecurity Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
THIS SECURITY AGREEMENT (this “Agreement”) is made this 30th day of August 2021, by and between AMERGENT HOSPITALITY GROUP, INC., a Delaware corporation (the “Company”), and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (“Lender”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN 110/120 CUISINE, LLC AND BOUDREAUX’S CAJUN KITCHEN INC. DATED AS OF JANUARY 18, 2023Asset Purchase Agreement • July 17th, 2023 • Amergent Hospitality Group Inc. • Retail-eating & drinking places • Texas
THIS ASSET PURCHASE AGREEMENT is made as of January 18, 2023 (the “Effective Date”) by and among 110/120 CUISINE, LLC, a Texas limited liability company (“Purchaser”), and BOUDREAUX’S CAJUN KITCHEN INC., a Texas corporation (“Seller”). Purchaser and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Guaranty of PizzaRev IP Holdings, LLCGuaranty • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (“Rev Acquisition”), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the “Purchase Agreement”), with Pie Squared Investment, LLC (“Squared Investment”), and Amergent Hospitality Group, Inc. (“AHG”), PizzaRev IP Holdings, LLC, a Delaware limited liability company (the “Guarantor”), does hereby absolutely and unconditionally guarantee the full payment of all monetary obligations (collectively, the “Guaranteed Obligations”) arising under or in connection with the Note (this and each other capitalized terms used but not defined herein shall have the meaning assigned thereto in the Purchase Agreement) in accordance with the terms of the Note.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2020 • Amergent Hospitality Group, Inc • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 1, 2020 by and among Amergent Hospitality Group, Inc. a Delaware corporation (the “Company”), each of parties on the signature page hereto. Each of the parties on the signature page hereto, including Arena (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, is herein referred to as a “Holder” and collectively as the “Holders”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • California
This Amended and Restated Employment Agreement (the “Agreement”) is made and effective as of July 1, 2021 (the “Effective Date”) by and between Amergent Hospitality Group Inc., a Delaware corporation (“Amergent” or the “Company”) and Frederick L. Glick, an individual (the “Executive”). This Agreement amends, replaces and supersedes in its entirety that certain employment agreement by and between Executive and Sonnet Biotherapeutics Inc., fka Chanticleer Holdings, Inc. dated February 16, 2018 and assumed by Amergent on March 30, 2020 (“Original Agreement”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
This Unit Purchase Agreement (this “Agreement”) is made as of the 30th day of August, 2021 by and among PIE SQUARED INVESTMENT, LLC, a Delaware limited liability company (“Squared Investment”), PIZZAREV ACQUISTION LLC, a Delaware limited liability company (“Rev Acquisition”; each of Squared Investment and Rev Acquisition is sometimes individually referred to herein as a “Company Member” and collectively as the “Company Members”), and AMERGENT HOSPITALITY GROUP, INC., a Delaware corporation (“AHG”).
AMENDMENT NO. 2 TO 10% SECURED CONVERTIBLE DEBENTURE10% Secured Convertible Debenture and Warrants • November 22nd, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
This Amendment No. 2 (the “Amendment”) to 10% Secured Convertible Debenture in the original principal amount of $4,037,889.00 due April 1, 2022 (as amended to date, the “Debenture”), is entered into and effective as of _______, 2021 (the “Effective Date”), by and between Amergent Hospitality Group Inc., a Delaware corporation (the “Company”) and Oz Rey, LLC, a Texas limited liability company (“Holder”).
WAIVER OF SECURITY INTERESTS AND LIENSWaiver of Security Interests and Liens • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • April 15th, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • North Carolina
This Separation and Release Agreement (this “Agreement”) is by and between Patrick Harkleroad (“Individual”), and Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”).
August 30, 2021 Amergent Hospitality Group, Inc. Charlotte, NC 28226 Re: Indemnification by Cleveland Avenue, LLCIndemnification Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
This letter agreement (this “Agreement”) is entered into by and between Cleveland Avenue, LLC (“CA”) and Amergent Hospitality Group, Inc. (“AHG”) in connection with the execution of that certain Unit Purchase Agreement (the “Purchase Agreement”) by and among AHG, PizzaRev Acquisition LLC, and Pie Squared Investment, LLC, dated as of the date hereof. Except as otherwise specified herein, all capitalized terms used but not otherwise defined herein shall have the meanings given in the Purchase Agreement.
WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONSWaiver, Consent and Amendment to Certificate of Designations • April 15th, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
This WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONS (this“Amendment”) is entered into as of August 17, 2020 (the “Effective Date”), by and among the following: (a) Amergent Hospitality Group, Inc. a Delaware corporation (the “Company”); (b) Arena Special Opportunities Fund, LP, a Delaware limited partnership (“Opportunities Fund”); and (c) Arena Origination Co.,LLC, a Delaware limited liability company (“Origination Co.” and collectively with “Opportunities Fund,” the “Arena Entities”).
ESCROW AGREEMENTEscrow Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places • Delaware
THIS ESCROW AGREEMENT (this “Agreement”), dated as of August 30, 2021, is entered into by and among PIZZAREV ACQUISITION, LLC, a Delaware limited liability company (“Rev Acquisition”), PIE SQUARED HOLDINGS, LLC, a Delaware limited liability company (the “Company”), PIE SQUARED PIZZA, LLC, a California limited liability company (“Pie Squared”), AMERGENT HOSPITALITY GROUP, INC., a Delaware corporation (“AHG”), and D’ANDREA & ASSOCIATES, LTD., a S corporation, as escrow agent (the “Escrow Agent”).
UNRESTRICTED STOCK AWARD AGREEMENT UNDER THE (Fully Vested)Unrestricted Stock Award Agreement • August 6th, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
Pursuant to the 2021 Amergent Hospitality Group Inc. Inducement Plan (the “Plan”), Amergent Hospitality Group Inc., a Delaware corporation (the “Company”) hereby grants an Unrestricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock, par value $0.0001 per share of the Company specified above (“Award Shares”). The Company acknowledges the receipt from the Grantee of consideration in the form of services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Plan administrator.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2020 • Amergent Hospitality Group, Inc • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 1, 2020, between Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer”), Amergent Hospitality Group, Inc., a Delaware corporation (“Spin-Off” or the “Company”), Oz Rey, LLC, a Texas limited liability company (“Oz Rey”) and each purchaser identified on the signature pages hereto (with Oz Rey and each purchaser identified on the signature pages hereto, a “Purchaser” and collectively, the “Purchasers”).
Executive Separation AgreementExecutive Separation Agreement • July 17th, 2023 • Amergent Hospitality Group Inc. • Retail-eating & drinking places • California
This Separation Agreement (this “Agreement”) is dated as of January 10, 2023 by and between Frederick L. Glick (“Employee”) and Amergent Hospitality Group Inc., a corporation formed under the laws of the State of Delaware (“Employer”).
August 30, 2021 Pie Squared Investment, LLC [ADDRESS] Re: Indemnification by PizzaRev Acquisition, LLC of Pie Squared Investment, LLC and Others Ladies and Gentlemen:Indemnification Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
This letter agreement (this “Letter”) is entered into by and between PizzaRev Acquisition, LLC (“Rev Acquisition”) and Pie Squared Investment, LLC (“Squared Investment”) in connection with the execution of that certain Unit Purchase Agreement (the “Purchase Agreement”) by and among Squared Investment, Rev Acquisition and Amergent Hospitality Group, Inc., a Delaware corporation (“AHG”), dated as of August 30, 2021. Except as otherwise specified herein, all capitalized terms used but not otherwise defined herein shall have the meanings given in the Purchase Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • April 9th, 2020 • Amergent Hospitality Group, Inc • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of March 31, 2020 (the “Spin-Off Date), by and between Chanticleer Holdings, Inc., a Delaware corporation (“Public Company), and Amergent Hospitality Group, Inc., a Delaware corporation (“Spin-Off Entity). Each of Public Company and Spin-Off Entity are referred to herein individually as a “Party” and collectively as the “Parties”.
