Exhibit 10.1


 


TERMINATION
OF BUSINESS COMBINATION AGREEMENT


 


Termination of Business Combination
Agreement, dated as of November 9, 2021 (this “Termination Agreement”) among Velocity Acquisition Corp., a Delaware
corporation (“Velocity”), VBLG Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”),
VBLG Blocker Merger Sub, LLC, a Delaware limited liability company (“Blocker Merger Sub”, and together with Velocity
and Company Merger Sub, the “Velocity Parties”), BBQ Holding, LLC, a Delaware limited liability company (the “Company”),
BVP BBQ Blocker, LP, a Delaware limited partnership (“Blocker”) and BVP BBQ General Partner, LLC, a Delaware limited
liability company (the “BVP GP”), solely in its capacity as representative of the Blocker Owners and the Company Unitholders
(the “Seller Representative”). Capitalized terms used and not defined herein shall have the meanings ascribed to them
in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. The Velocity Parties, the Company,
Blocker and the Seller Representative are collectively referred to as the “Parties” and each as a “Party”.


 


WHEREAS, Velocity, Company
Merger Sub, Blocker Merger Sub, the Company, the Blocker and the Seller Representative are parties to that certain Business Combination
Agreement, dated as of July 20, 2021 (the “BCA”) and


 


WHEREAS, the Parties wish
to mutually terminate the BCA in accordance with the provisions thereof.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


		1.	The BCA is hereby terminated, effective immediately, pursuant to Section 9.1(a)(i) of the BCA.



 


		2.	The effect of the termination of the BCA shall be as set forth in Section 9.2 of the BCA; provided that,
subject to the terms set forth herein, the Parties hereby waive their respective rights and benefits pursuant to the proviso set forth
in Section 9.2(b) of the BCA, such that upon execution hereof, there shall be no continuing liability of either party pursuant to the
BCA.



 


		3.	The Parties shall issue a press release relating to this Termination Agreement in the form of Exhibit
A hereto, and Velocity shall file a Form 8-K in the form of Exhibit B hereto. Thereafter, except for disclosure or communication
required by applicable Law or stock exchange rule, or in response to any request by any Governmental Authority, no Party shall issue any
press release with respect to the other Parties, the transactions contemplated thereby and/or this Termination Agreement without the prior
written consent of such other Parties; provided that, prior to any disclosure or communication required by applicable Law or stock exchange
rule or in response to a request by a Governmental Authority, Velocity or the Company, as applicable, shall (i) use their reasonable best
efforts to consult with each other before making any such disclosure, communication or response and (ii) to the fullest extent permitted
by applicable Law, first allow the other to review such disclosure, communication or response and the opportunity to comment thereon,
and shall consider such comments in good faith.



 






     


     


    

 


		4.	The Velocity Parties, for themselves, and on behalf of each of their respective affiliates, equity holders,
partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys,
agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby
absolutely, forever and fully release and discharge the Company, the Blocker and the Seller Representative and their affiliates and each
of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders,
joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities,
successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings,
obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification
rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and
whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected
or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out
of, resulting from, or relating to the BCA, the Related Documents and the transactions contemplated by the BCA (the “Velocity
Released Claims”).



 


		5.	The Company, the Blocker and the Seller Representative, for themselves, and on behalf of each of their
respective affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries,
officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors,
heirs and assigns, hereby absolutely, forever and fully release and discharge Velocity Parties and their affiliates and each of their
respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders,
joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities,
successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings,
obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification
rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and
whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected
or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out
of, resulting from, or relating to the BCA, the Related Documents and the transactions contemplated by the BCA (the “Company
Released Claims.” and together with the Velocity Released Claims, the “Released Claims”).



 


		6.	Notwithstanding anything contained in this Termination Agreement to the contrary, (i) it is the express
intention of the Parties that the Released Claims released pursuant to paragraphs 4 and 5 of this Termination Agreement do not include
claims, if any, based upon a breach of this Termination Agreement or a breach of the Confidentiality Agreement (as defined below), and
(ii) if the Company does not pay the Termination Fee within the time period specified in Section 10 of this Termination Agreement,
the release of the Velocity Parties set forth in Section 4 and Velocity’s waiver set forth in Section 2 shall be null
and void; provided, however, that such release and waiver shall be effective. ab initio, upon the payment of the Termination Fee.



 






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		7.	Each Party hereby agrees not to (a) make, publish or communicate to any person or in any public or private
forum or through any medium, any disparaging, damaging or demeaning statements about the other Parties or their respective affiliates,
or any of their respective officers, directors, employees, or agents, or (b) otherwise engage, directly or indirectly, in any communications
with any person that may be disparaging to the other Parties and their respective affiliates that may damage the reputation or goodwill
of the other Parties or their respective affiliates, or that may place the other Parties or their respective affiliates in any false or
negative light. Each Party hereby represents to the other Parties that it has not engaged in any of the actions and communications described
in the foregoing prior to the date hereof.



 


		8.	Each Party acknowledges and understands that there is a risk that subsequent to the execution of this
Termination Agreement, each Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the
execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially
affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of
the releases contained herein, each Party is assuming the risk of such unknown Released Claims and agrees that this Termination Agreement
applies thereto.



 


		9.	Each Party acknowledges and agrees that it is familiar with Section 1542 of the Civil Code of the State
of California (“Section 1542”), which provides as follows:



 


A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.


 


Each Party hereby waives and relinquishes any rights and benefits
that such Party may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Each Party acknowledges
that it may hereafter discover facts in addition to or different from those that such Party now knows or believes to be true with respect
to the subject.


 


		10.	Except as otherwise provided in paragraph 3 of this Termination Agreement, the Parties hereby acknowledge
and agree that each Party continues to be bound by the Non-Disclosure and Confidentiality Agreement, dated as of April 12, 2021 (the “Confidentiality
Agreement”) by and among the parties thereto, and that all information obtained pursuant to the BCA shall be kept confidential
in accordance with the Confidentiality Agreement.



 


		11.	Within 45 days of the date hereof, the Company shall pay $1,393,750 (the “Termination Fee”)
to Velocity by wire transfer of immediately available funds to the account specified on Schedule A.



 


		12.	If any term or other provision of this Termination Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions and provisions of this Termination Agreement shall nevertheless remain
in full force and effect so long as the economic or legal substance of the transactions contemplated by this Termination Agreement are
not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the Parties shall negotiate in good faith to modify this Termination Agreement so as to effect the original
intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Termination
Agreement be consummated as originally contemplated to the fullest extent possible.



 






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		13.	This Termination Agreement shall be governed by, and construed in accordance with, the Laws of the State
of Delaware applicable to contracts executed in and to be performed in such State. Any Action arising out of or relating to this Termination
Agreement shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in the Court of Chancery of the
State of Delaware; provided that if jurisdiction is not available in such court, then any such Action may be brought in any federal
court located in the State of Delaware or any other Delaware state court. To the fullest extent permitted by applicable Law, the Parties
hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective
properties for the purpose of any Action arising out of or relating to this Termination Agreement brought by any Party and (b) agree not
to commence any such Action except in the courts described above in Delaware, other than any Action in any court of competent jurisdiction
to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. To the fullest extent permitted by
applicable Law, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a
defense, counterclaim or otherwise, in any Action arising out of or relating to this Termination Agreement, (i) any claim that it is not
personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt
or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any
such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Termination Agreement, or the subject
matter hereof, may not be enforced in or by such courts. Each of the Parties hereby waives to the fullest extent permitted by applicable
Law, any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of or relating to this Termination
Agreement. Each of the Parties (a) certifies that no Representative, agent or attorney of any other party has represented, expressly or
otherwise, that such other party would not, in the event of any Action, seek to enforce that foregoing waiver and (b) acknowledges that
it and the other Parties have been induced to enter into this Termination Agreement, as applicable, by, among other things, the mutual
waivers and certifications in this paragraph 13.



 


		14.	This Termination Agreement may be executed and delivered (including by facsimile or portable document
format (.pdf transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.



 


		15.	This Termination Agreement may only be amended in writing by the Parties.



 


		16.	Except for the Termination Fee, each Party hereby agrees to pay the expenses (including the fees and expenses
of counsel, accountants, investment bankers, experts and consultants) incurred by such Party in connection with the BCA and the transactions
contemplated thereby in accordance with the BCA. Notwithstanding the forgoing, the Company acknowledges and agrees to pay, on behalf of
Velocity, all fees of R.R. Donnelley incurred in connection with the preparation of the S-4 registration statement and other SEC filings
made solely in connection with the announcement and pendency of the BCA and the transactions contemplated thereby.



 


IN WITNESS WHEREOF, the undersigned
have executed this Termination Agreement as of the date written above.


 


[Signature Page(s) Follow.]








 






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	 	VELOCITY ACQUISITION CORP.
	 	 
	 	By:	/s/ Garrett Schreiber
	 	Name:  	Garrett Schreiber
	 	Title:	Chief Financial Officer
	 	 	 
	 	VBLG MERGER SUB, LLC
	 	 
	 	By: Velocity Acquisition Corp.
	 	 
	 	Its: Sole Member
	 	 
	 	By: 	/s/ Garrett Schreiber
	 	Name:  	Garrett Schreiber
	 	Title:	Chief Financial Officer
	 	 	 
	 	VBLG BLOCKER MERGER SUB, LLC
	 	 
	 	By: Velocity Acquisition Corp.
	 	 
	 	Its: Sole Member
	 	 
	 	By: 	/s/ Garrett Schreiber
	 	Name:	Garrett Schreiber
	 	Title:	Chief Financial Officer



 


[Signature Page to Termination Agreement]


 




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	 	BBQ HOLDING, LLC
	 	 
	 	By:	/s/ Russ Alan Wheeler
	 	Name:	Russ Alan Wheeler
	 	Title:	Chief Executive Officer
	 	 	 
	 	BVP BBQ BLOCKER, LP
	 	 
	 	By: BVP BBQ General Partner, LLC
	 	 
	 	Its: General Partner
	 	 
	 	By:	/s/ Stephen Lebowitz
	 	Name:	Stephen Lebowitz
	 	Title:	Authorized Person
	 	 	 
	 	BVP BBQ GENERAL PARTNER, LLC
	 	 
	 	By: 	/s/ Stephen Lebowitz
	 	Name: 	Stephen Lebowitz
	 	Title:	Authorized Person



 


[Signature Page to Termination Agreement]


 




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Schedule A


 


Account for Payment of Termination Fee 


 




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Exhibit A


 


Press Release 


 


See attached.


 




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Exhibit B


 


Form 8-K


 


See attached.


 


 


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