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”).
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, 2019Agreement and Plan of Merger • 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”).
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).
SONNET BIOTHERAPEUTICS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCKAmergent Hospitality Group, Inc • June 3rd, 2020 • 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”).
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”).
Annex A-2 Merger Agreement Amendment AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 2020 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
