CREDIT AGREEMENT Dated as of May 1, 2024 THE ONE GROUP, LLC, as the Borrower, THE ONE GROUP HOSPITALITY, INC., as Holdings, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, and THE LENDERS AND ISSUING BANKS PARTY HERETO FROM TIME TO TIME,...Credit Agreement • May 1st, 2024 • ONE Group Hospitality, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT, dated as of May 1, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among THE ONE GROUP, LLC, a Delaware limited liability company (the “Borrower”), THE ONE GROUP HOSPITALITY, INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties hereto as lenders (the “Lenders”), the Issuing Banks party hereto, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent for the Lenders and Issuing Banks and as collateral agent for the Secured Parties, as the context may require (in such capacities, including any successor or supplemental agent thereto appointed in accordance with Sections 9.09 or 9.13, respectively, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2024 • ONE Group Hospitality, Inc. • Retail-eating places • Delaware
This Agreement is entered into in connection with the closing of the issuance of warrants (the “Warrants”) to purchase shares of the Company’s Common Stock pursuant to the Investment Agreement, dated as of March 26, 2024, by and among the Company, the Hill Path Investor and HPS Investment Partners, LLC, a Delaware limited liability company (the “Initial HPS Investor”) (as amended, supplemented or otherwise modified from time to time, and as assigned by the Initial HPS Investor to the HPS Investors pursuant to that certain Omnibus Assignment Agreement, dated as of April 30, 2024, the “Investment Agreement”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 1st, 2024 • ONE Group Hospitality, Inc. • Retail-eating places
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.
