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 onSchedule A attached hereto (the “Subsidiaries”), which equity constitutes those portions of the outstanding equity of such entities in the amounts set forth onSchedule 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/ Patrick Harkleroad | |
| Name: | Patrick Harkleroad | |
| Title: | Chief Financial Officer | |
| Spin-Off Entity: | ||
| AMERGENT HOSPITALITY GROUP, INC. | ||
| By: | /s/ Michael D. Pruitt | |
| Name: | Michael D. Pruitt | |
| Title: | Chief Executive Officer | |
[Signature Page to Contribution Agreement]
SCHEDULE A
| Name | FEIN | Street | City | State | Zip | |||||
| Amergent Hospitality Group, Inc | 84-4842958 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| Spark Team Associates, LLC | 37-1930302 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| American Roadside Burgers Smithtown, Inc. | 20-5448413 | 80 East Main St | Smithtown | NY | 11787 | |||||
| American Roadside Ally, LLC | 45 2446662 | 440 S Church St | Charlotte | NC | 28202 | |||||
| American Roadside Burgers, Inc. | 35 2190327 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
American Burger Morehead, LLC | 47-1777947 | 1500C W Morehead St | Charlotte | NC | 28208 | |||||
| American Burger Prosperity, LLC | 32-0515577 | 10012 Benfield Road, Suite 306 | Charlotte | NC | 28269 | |||||
| BT’s Burgerjoint Rivergate, LLC | 26-1644112 | 14130 Rivergate Pkwy | Charlotte | NC | 28273 | |||||
BT’s Burgerjoint Sun Valley, LLC | 36-4769661 | 6455 Old Monroe Trl | Indian Trail | NC | 28079 | |||||
| BT Burger Acquisition, LLC | 47-3936733 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| LBB 1 Primero LLC | 80-0642522 | 122 NW 10th | Portland | OR | 97208 | |||||
| LBB 2 Segundo LLC | 27-4431942 | 3747 N Mississippi | Portland | OR | 97227 | |||||
| LBB 4 Cuarto LLC | 45-2474420 | 1404 Orchard St SuiteB | Eugene | OR | 97403 | |||||
| LBB 5 Quinto LLC | 45-2831112 | 3810 SE Division St | Portland | OR | 97202 | |||||
| LBB 6 Sexto LLC | 45-4154475 | 3704 SW Bond Ave | Portland | OR | 97239 | |||||
| LBB 7 Septimo LLC | 45-5146614 | 930 NW 23rd Ave #104 | Portland | OR | 97210 | |||||
| LBB 8 Octavo LLC | 46-4080783 | 2028 SE Hawthorne | Portland | OR | 97214 | |||||
| LBB 9 Noveno LLC | 46-5235313 | 2038 NE Alberta St | Portland | OR | 97211 | |||||
| LBB Hassalo LLC | 32-0497857 | 787 NE Holladay St | Portland | OR | 97232 | |||||
| LBB Magnolia Plaza LLC | 82-5071815 | 8301 Magnolia Estates Drive | Cornelius | NC | 28031 | |||||
| LBB Platform LLC | 32-0497827 | 940 NE Orenco Station Loop | Hillsboro | OR | 97124 | |||||
| LBB Progress Ridge LLC | 61-1795014 | 12345 SW Horizon Blvd., Ste 41 | Beaverton | OR | 97007 | |||||
| LBB Green Lake LLC | 35-2569663 | 7130 Woodlawn Ave. NE | Seattle | WA | 98115 | |||||
| LBB Rea Farms, LLC | 82-2845858 | 9904 Sandy Rock Place, Unit F | Charlotte | NC | 28277 | |||||
| LBB Lake Oswego, LLC | 35-2612075 | 3 Monroe Parkway, Suite 300T | Lake Oswego | OR | 97035 | |||||
| LBB Capitol Hill LLC | 35-2584337 | 1200 E Pike St | Seattle | WA | 98122 | |||||
| LBB Wallingford LLC | 38-4028170 | 1329 N 45th St, Ste 109 | Seattle | WA | 98103 | |||||
| LBB Multnomah Village LLC | 32-0535671 | 7707 SW Capitol Hwy | Portland | OR | 97219 | |||||
| LBB Acquisition, LLC | 47-5247886 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| LBB Acquisition 1, LLC (EB5) | 81-2559880 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| BGR Annapolis LLC | 82-4594528 | 2101 Somerville Road | Annapolis | MD | 21401 | |||||
| BGR Arlington, LLC | 27-1929608 | 3129 Lee Hwy | Arlington | VA | 22201 | |||||
| BGR Columbia LLC | 6250 Columbia Crossing, Suite D | Columbia | MD | 21045 | ||||||
| BGR Old Keene Mill, LLC | 27-3831509 | 8420 Old Keene Mill Rd | Springfield | VA | 22152-2302 | |||||
| BGR Washingtonian, LLC | 90-0794128 | 229 Boardwalk Pl | Gaithersburg | MD | 20878 | |||||
| Capitol Burger, LLC | 26-0619156 | 4827 Fairmont Ave | Bethesda | MD | 20814 | |||||
| BGR Mosaic, LLC | 32-0491101 | 2985 District Ave | Fairfax | VA | 22031 | |||||
| BGR Michigan Ave LLC | 32-0507686 | 655 Michigan Ave NE | Washington | DC | 20064 | |||||
| BGR Operations, LLC | 27-0982078 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| BGR Franchising, LLC | 27-0981957 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| BGR Acquisition, LLC | 81-4057012 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| BGR Acquisition 1, LLC | 35-2574024 | 7621 Little Ave Ste 414 | Charlotte | NC | 28226 | |||||
| Jantzen Beach Wings, LLC | 20-3572167 | 11875 N Jantzen Dr | Portland | OR | 97217 | |||||
| Oregon Owl’s Nest, LLC | 20-3573250 | 11875 N Jantzen Dr | Portland | OR | 97217 | |||||
| West End Wings LTD | 1 London Rd | Nottingham | UK | NG2 3AS |
