CONTRIBUTION AGREEMENT

Exhibit 2.2

CONTRIBUTION AGREEMENT

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”.

RECITALS

WHEREAS, Public Company is the sole stockholder of Spin-Off Entity;

WHEREAS, Public Company is engaged in the business of owning, operating and franchising fast casual dining concepts domestically and internationally (collectively, the “Spin- Off Business”) and, in connection therewith, Public Company holds equity in each of the entities listed on Schedule A attached hereto (the “Subsidiaries”), which equity constitutes those portions of the outstanding equity of such entities in the amounts set forth on Schedule A attached hereto;

WHEREAS, Public Company and Spin-Off Entity entered into that certain Disposition Agreement, dated as of March 25, 2020 (the “Disposition Agreement”), pursuant to which Public Company agreed to transfer and contribute to Spin-Off Entity, and Spin-Off Entity agreed to acquire and assume from Public Company, (i) all of Public Company’s right, title and interest in and to all of the assets, properties, claims and rights (in each case, wherever located and whether disclosed or undisclosed, real or personal, tangible or intangible) used in, necessary for or held in connection with the Spin-Off Business (including the equity of the Subsidiaries owned by Public Company as of the time of such contribution) and (ii) all of Public Company’s obligations and liabilities, whether existing prior to, on or after the date of the Disposition Agreement and any liabilities arising from or relating to the Spin-Off Business existing or related to events existing or occurring prior to the date of the Disposition Agreement (collectively, the “Spin-Off Assets and Liabilities”);

WHEREAS, the Parties desire to effectuate such transaction in the form of a capital contribution (without the issuance of additional equity) at the time and on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Contribution. Effective as of 11:59 p.m. EST on the Spin-Off Date, Public Company hereby transfers, contributes, assigns and conveys the Spin-Off Assets and Liabilities to Spin-Off Entity, and Spin-Off Entity hereby accepts the Spin-Off Assets and Liabilities, as a capital contribution (without the issuance of additional equity) by Public Company in respect of its shares of capital stock of Spin-Off Entity, which represent the sole ownership interests of Spin-Off Entity. The Parties intend that the foregoing contribution qualify as a tax-free contribution to capital under Section 351 of the Internal Revenue Code of 1986, as amended.

2. Representations, Warranties and Covenants. The representations and warranties made by the Parties in Section 2 of the Disposition Agreement and the covenants made by the Parties in Section 3 of the Disposition Agreement are hereby incorporated in this Agreement by reference. All such representations, warranties and covenants shall survive the closing of the transactions contemplated hereby for the applicable statute of limitations.

3. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law principles of any jurisdiction that would result in the application of the laws of any other jurisdiction.

(b) Entire Agreement; Amendments and Waivers. This Agreement, together with the Disposition Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by each Party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

(c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

(d) Severability. Any provision of this Agreement that is determined by a court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Parties have caused this Contribution Agreement to be duly executed as of the Effective Date.

	Public Company:
	CHANT
	By:	/s/ Xxxxxxx Xxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxx
	Title:	Chief Financial Officer
	Spin-Off Entity:
	AMERGENT HOSPITALITY GROUP, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Executive Officer

[Signature Page to Contribution Agreement]

SCHEDULE A

Name		FEIN		Street		City		State		Zip
Amergent Hospitality Group, Inc		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
Spark Team Associates, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
American Roadside Burgers Smithtown, Inc.		00-0000000		00 Xxxx Xxxx Xx		Xxxxxxxxx		XX		00000
American Roadside Ally, LLC		45 2446662		000 X Xxxxxx Xx		Xxxxxxxxx		XX		00000
American Roadside Burgers, Inc.		35 2190327		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
American Burger Morehead, LLC		00-0000000		0000X X Xxxxxxxx Xx		Xxxxxxxxx		XX		00000
American Burger Prosperity, LLC		00-0000000		00000 Xxxxxxxx Xxxx, Xxxxx 000		Xxxxxxxxx		XX		00000
BT’s Burgerjoint Rivergate, LLC		00-0000000		00000 Xxxxxxxxx Xxxx		Xxxxxxxxx		XX		00000
BT’s Burgerjoint Sun Valley, LLC		00-0000000		0000 Xxx Xxxxxx Xxx		Xxxxxx Xxxxx		XX		00000
XX Xxxxxx Acquisition, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
LBB 1 Primero LLC		00-0000000		000 XX 00xx		Xxxxxxxx		XX		00000
LBB 2 Segundo LLC		00-0000000		0000 X Xxxxxxxxxxx		Xxxxxxxx		XX		00000
LBB 4 Cuarto LLC		00-0000000		0000 Xxxxxxx Xx Xxxxx X		Xxxxxx		XX		00000
LBB 5 Quinto LLC		00-0000000		0000 XX Xxxxxxxx Xx		Xxxxxxxx		XX		00000
LBB 6 Sexto LLC		00-0000000		0000 XX Xxxx Xxx		Xxxxxxxx		XX		00000
LBB 7 Septimo LLC		00-0000000		000 XX 00xx Xxx #000		Xxxxxxxx		XX		00000
LBB 8 Octavo LLC		00-0000000		0000 XX Xxxxxxxxx		Xxxxxxxx		XX		00000
LBB 9 Noveno LLC		00-0000000		0000 XX Xxxxxxx Xx		Xxxxxxxx		XX		00000
LBB Hassalo LLC		00-0000000		000 XX Xxxxxxxx Xx		Xxxxxxxx		XX		00000
LBB Magnolia Plaza LLC		00-0000000		0000 Xxxxxxxx Xxxxxxx Xxxxx		Xxxxxxxxx		XX		00000
LBB Platform LLC		00-0000000		000 XX Xxxxxx Xxxxxxx Xxxx		Xxxxxxxxx		XX		00000
LBB Progress Ridge LLC		00-0000000		00000 XX Xxxxxxx Xxxx., Xxx 00		Xxxxxxxxx		XX		00000
LBB Green Lake LLC		00-0000000		0000 Xxxxxxxx Xxx. XX		Xxxxxxx		XX		00000
LBB Rea Farms, LLC		00-0000000		0000 Xxxxx Xxxx Xxxxx, Xxxx X		Xxxxxxxxx		XX		00000
LBB Lake Oswego, LLC		00-0000000		0 Xxxxxx Xxxxxxx, Xxxxx 000X		Xxxx Xxxxxx		XX		00000
LBB Capitol Hill LLC		00-0000000		0000 X Xxxx Xx		Xxxxxxx		XX		00000
LBB Wallingford LLC		00-0000000		0000 X 00xx Xx, Xxx 000		Xxxxxxx		XX		00000
LBB Multnomah Village LLC		00-0000000		0000 XX Xxxxxxx Xxx		Xxxxxxxx		XX		00000
LBB Acquisition, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
LBB Acquisition 1, LLC (EB5)		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
BGR Annapolis LLC		00-0000000		0000 Xxxxxxxxxx Xxxx		Xxxxxxxxx		XX		00000
BGR Arlington, LLC		00-0000000		0000 Xxx Xxx		Xxxxxxxxx		XX		00000
BGR Columbia LLC				0000 Xxxxxxxx Xxxxxxxx, Xxxxx X		Xxxxxxxx		XX		00000
BGR Old Xxxxx Mill, LLC		00-0000000		0000 Xxx Xxxxx Xxxx Xx		Xxxxxxxxxxx		XX		00000-0000
BGR Washingtonian, LLC		00-0000000		000 Xxxxxxxxx Xx		Xxxxxxxxxxxx		XX		00000
Capitol Burger, LLC		00-0000000		0000 Xxxxxxxx Xxx		Xxxxxxxx		XX		00000
BGR Mosaic, LLC		00-0000000		0000 Xxxxxxxx Xxx		Xxxxxxx		XX		00000
BGR Michigan Ave LLC		00-0000000		000 Xxxxxxxx Xxx XX		Xxxxxxxxxx		XX		00000
BGR Operations, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
BGR Franchising, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
BGR Acquisition, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
BGR Acquisition 1, LLC		00-0000000		0000 Xxxxxx Xxx Xxx 000		Xxxxxxxxx		XX		00000
Xxxxxxx Beach Wings, LLC		00-0000000		00000 X Xxxxxxx Xx		Xxxxxxxx		XX		00000
Oregon Owl’s Nest, LLC		00-0000000		00000 X Xxxxxxx Xx		Xxxxxxxx		XX		00000
West End Wings LTD				0 Xxxxxx Xx		Xxxxxxxxxx		XX		XX0 0XX