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”).
Guaranty of PizzaRev Franchising, LLCPurchase 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.
Guaranty of Pie Squared Pizza, LLCPurchase 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”).
Guaranty of PizzaRev IP Holdings, LLCPurchase 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 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.
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”).
WAIVER OF SECURITY INTERESTS AND LIENSSecurities Purchase Agreement • September 1st, 2021 • Amergent Hospitality Group, Inc • Retail-eating & drinking places
August 30, 2021 Amergent Hospitality Group, Inc. Charlotte, NC 28226 Re: Indemnification by Cleveland Avenue, LLCLetter 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.
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”).
August 30, 2021 Pie Squared Investment, LLC [ADDRESS] Re: Indemnification by PizzaRev Acquisition, LLC of Pie Squared Investment, LLC and Others Ladies and Gentlemen:Letter 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.
Guaranty of Pie Squared Holdings, LLCPurchase 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 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.
