AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Exhibit 10.2
Execution Version
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 29, 2024, by and among Safflower Holdings LLC, a Delaware limited liability company (“Seller”); Safflower Holdings Corp., a Delaware corporation (the “Company”); TOG Kaizen Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Buyer”); and The ONE Group Hospitality, Inc., a Delaware corporation (“Parent”). Seller, the Company, Parent and Buyer shall be referred to herein, from time to time, collectively as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Stock Purchase Agreement.
RECITALS
WHEREAS, the Parties previously entered into a Stock Purchase Agreement, dated as of March 26, 2024 (the “Stock Purchase Agreement”); and
WHEREAS, in accordance with Section 10.10 of the Stock Purchase Agreement, the Parties desire to amend the Stock Purchase Agreement to provide for the terms set forth in this Amendment.
NOW, THEREFORE, the parties agree as follows:
1.Section 6.9(d) of the Stock Purchase Agreement is hereby amended and restated to read in its entirety as follows:
“(d) [RESERVED].”
2.Except as provided in this Amendment, this Amendment shall not by implication or otherwise limit, impair or constitute a waiver of the rights and remedies of the Parties under the Stock Purchase Agreement and shall not otherwise alter, modify or amend any of the terms or provisions of the Stock Purchase Agreement. After giving effect to this Amendment, any reference to the Stock Purchase Agreement shall mean the Stock Purchase Agreement as modified by this Amendment.
3.Article 10 of the Stock Purchase Agreement shall apply to this Amendment mutatis mutandis.
[Signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| SELLER: | |
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| SAFFLOWER HOLDINGS LLC | |
| | |
| By: | /s/ Xxxxxx X. Xxxxxxx |
| Name: | Xxxxxx X. Xxxxxxx |
| Title: | Authorized Person |
| COMPANY: | |
| | |
| SAFFLOWER HOLDINGS CORP. | |
| | |
| By: | /s/ Xxxxxx X. Xxxxxxx |
| Name: | Xxxxxx X. Xxxxxxx |
| Title: | President and Chief Executive Officer |
| BUYER: | ||
| | ||
| TOG KAIZEN ACQUISTION, LLC | ||
| | ||
| By: | The ONE Group, LLC, its Manager | |
| | ||
| By: | The ONE Group Hospitality, Inc., its Manager | |
| | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
| PARENT: | |
| | |
| ||
| | |
| By: | /s/ Xxxxxxx Xxxxxxx |
| Name: | Xxxxxxx Xxxxxxx |
| Title: | President and Chief Executive Officer |
[Signature Page to Amendment No.1 to Stock Purchase Agreement]
