Exhibit 2.2




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”.




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]





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


  Public Company:
  By: /s/ Patrick Harkleroad
  Name: Patrick Harkleroad
  Title: Chief Financial Officer
  Spin-Off Entity:
  By: /s/ Michael D. Pruitt
  Name: Michael D. Pruitt
  Title: Chief Executive Officer


[Signature Page to Contribution Agreement]







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,


  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,


  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 Suite B

  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


  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


  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