Exhibit
10.1


 


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


dated
as of May 14, 2021


 


by
and among


 


MUSCLE
MAKER, INC., as purchaser


 


and


 


THIENSON
NGUYEN,


 


DENNIS
BOK, WILLIAM BOK,


 


LISA
BOK and GLADYS LONGWA


 


COLLECTIVELY,
AS THE SELLERS


 




    	 



     


    

 





Table
of Contents

 


	 	Page

	 	 
	Article
    I DEFINITIONS AND INTERPRETATION	1
	 	 	 	 
	 	Section
    1.1	Certain
    Defined Terms. 	1
	 	Section
    1.2	Cross
    References. 	9
	 	Section
    1.3	Other
    Definitional and Interpretative Provisions.	9
	 	 	 	 
	Article
    II PURCHASE AND SALE	10
	 	 	 	 
	 	Section
    2.1	Purchase
    and Sale. 	10
	 	Section
    2.2	Purchase
    Price. 	10
	 	Section
    2.3	Purchase
    Price Adjustment.	11
	 	Section
    2.4	Closing.	11
	 	Section
    2.5	Withholding.
    	13
	 	 	 	 
	Article
    III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES AND SELLERS	14
	 	 	 	 
	 	Section
    3.1	Organization.
    	14
	 	Section
    3.2	Authorization.
    	14
	 	Section
    3.3	Non-contravention.	14
	 	Section
    3.4	Capitalization;
    Title to Interests.	15
	 	Section
    3.5	Financial
    Matters.	16
	 	Section
    3.6	No
    Undisclosed Liabilities.	16
	 	Section
    3.7	Absence
    of Certain Changes. 	16
	 	Section
    3.8	Material
    Contracts.	17
	 	Section
    3.9	Legal
    Proceedings. 	19
	 	Section
    3.10	Compliance
    with Laws.	19
	 	Section
    3.11	Licenses.	20
	 	Section
    3.12	Title
    to and Sufficiency of Assets. 	20
	 	Section
    3.13	Real
    Property. 	20
	 	Section
    3.14	Intellectual
    Property.	21
	 	Section
    3.15	Tax
    Matters.	21
	 	Section
    3.16	Indebtedness.
    	23
	 	Section
    3.17	Labor
    and Employment Matters .	24



 






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Table
of Contents





(continued)


 


	 	 	 	Page

	 	 	 	 
	 	Section
    3.18	Employee
    Benefit Matters.	26
	 	Section
    3.19	Environmental
    Matters. 	28
	 	Section
    3.20	Insurance
    Matters. 	28
	 	Section
    3.21	Suppliers.
    	29
	 	Section
    3.22	Related
    Party Transactions. 	29
	 	Section
    3.23	Bank
    Accounts. 	29
	 	Section
    3.24	No
    Broker. 	29
	 	Section
    3.25	Company
    Owned Restaurants. 	29
	 	Section
    3.26	Anti-Corruption.
    	29
	 	 	 	 
	Article
    IV REPRESENTATIONS AND WARRANTIES OF PURCHASER	30
	 	 	 	 
	 	Section
    4.1	Organization.
    	30
	 	Section
    4.2	Authorization.
    	30
	 	Section
    4.3	Non-contravention.	30
	 	Section
    4.4	Legal
    Proceedings. 	31
	 	Section
    4.5	Solvency.
    	31
	 	Section
    4.6	No
    Broker. 	31
	 	Section
    4.7	Investment
    Intent. 	31
	 	 	 	 
	Article
    V COVENANTS	31
	 	 	 	 
	 	Section
    5.1	Conduct
    of the Business.	31
	 	Section
    5.2	Commercially
    Reasonable Efforts.	32
	 	Section
    5.3	Support
    Obligations. 	32
	 	Section
    5.4	Confidentiality.
    	32
	 	Section
    5.5	Transfer
    Taxes. 	33
	 	Section
    5.6	Public
    Announcements.	33
	 	Section
    5.7	Further
    Assurances. 	33
	 	Section
    5.8	Employee
    Matters.	33
	 	Section
    5.9	Release.
    	34
	 	Section
    5.10	Tax
    Matters.	35
	 	Section
    5.11	Restrictive
    Covenants. 	37
	 	Section
    5.12	Release
    of Security Deposits. 	39



 






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Table
of Contents





(continued)



 


	 	 	 	Page
	 	 	 	 
	 	Section
    5.13	PPP
    Loans. 	39
	 	 	 	 
	Article
    VI CONDITIONS TO CLOSING	40
	 	 	 	 
	 	Section
    6.1	Conditions
    to the Obligations of the Parties. 	40
	 	Section
    6.2	Conditions
    to the Obligations of Sellers. 	40
	 	Section
    6.3	Conditions
    to the Obligations of Purchaser. 	41
	 	Section
    6.4	Frustration
    of Closing Conditions. 	41
	 	 	 	 
	Article
    VII SURVIVAL AND INDEMNIFICATION	42
	 	 	 	 
	 	Section
    7.1	Survival.
    	42
	 	Section
    7.2	Indemnification.	42
	 	Section
    7.3	Procedures.	43
	 	Section
    7.4	Limitations.	44
	 	Section
    7.5	Exclusive
    Remedy. 	44
	 	Section
    7.6	Consideration
    Adjustment. 	44
	 	 	 	 
	Article
    VIII MISCELLANEOUS	45
	 	 	 	 
	 	Section
    8.1	Notices.	45
	 	Section
    8.2	Expenses.
    	46
	 	Section
    8.3	Counterparts.
    	46
	 	Section
    8.4	Amendments
    and Waivers. 	46
	 	Section
    8.5	Severability.
    	46
	 	Section
    8.6	Assignment.
    	47
	 	Section
    8.7	No
    Third Party Beneficiaries. 	47
	 	Section
    8.8	Governing
    Law. 	47
	 	Section
    8.9	Jurisdiction.	47
	 	Section
    8.10	WAIVER
    OF JURY TRIAL. 	47
	 	Section
    8.11	Specific
    Performance. 	47
	 	Section
    8.12	Disclosure
    Schedules. 	48
	 	Section
    8.13	No
    Recourse. 	48
	 	Section
    8.14	No
    Admission. 	48
	 	Section
    8.15	Entire
    Agreement. 	48


 






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Table
of Contents





(continued)


 


EXHIBITS


 


	 	 	Page
	 	 	 
	Exhibit
    A	Form
    of Instrument of Transfer	 
	Exhibit
                                         B
	Form
                                         of Employment Agreement
	 
	Exhibit
                                         C
	Form
                                         of Promissory Note to Sellers
	 
	Exhibit
                                         D
	Financial
                                         Statements
	 
	Exhibit
    E	Pro
                                         Rata Share Calculations – Section 7.4(b)
	 


 




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MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


THIS
MEMBERSHIP INTEREST purchaSe AGREEMENT (this “Agreement”),
dated as of May 14, 2021, by and among (a) Muscle Maker, Inc., a Nevada corporation (“Purchaser”), and (b) Thienson
Nguyen (“TNguyen”), Dennis Bok (“DBok”), William Bok (“WBok”), Lisa Bok (“LBok”),
and Gladys Longwa (“Longwa”) (collectively, the “Sellers”). Each of the Sellers and Purchaser may
be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized
terms used and not otherwise defined herein have the meanings set forth in ARTICLE I.


 


RECITALS


 


A.
The Sellers own beneficially and of record all of the issued and outstanding membership interests (the “Interests”)
of PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (individually,
the “Company” and collectively, the “Companies”).


 


B.
The Sellers desire to sell to Purchaser, and Purchaser desires to purchase from the Sellers, all of the Interests of each of the Companies,
upon the terms and subject to the conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:


 


Article
I


DEFINITIONS
AND INTERPRETATION


 


Section
1.1 Certain Defined Terms. As used herein, the following terms shall have the following meanings:


 


“Accounting
Principles” means GAAP, utilizing the accounting principles, practices, procedures, policies and methods (with consistent classifications,
judgments, elections, inclusions, exclusions and valuation and estimation methodologies) applied to the Companies for purposes of calculating
the Net Working Capital.


 


“Action”
means any action, suit or proceeding by or before any Governmental Authority.


 


“Affiliate”
means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by or is under common
control with such specified Person, including, in the case of Purchaser from and after the Closing, the Companies. For purposes of this
definition, the term “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”) means the power to direct or cause the direction of the management and policies of a Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise.


 




    	 



     


    

 


“Ancillary
Agreements” means any other agreements, documents, certificates or other instruments executed and delivered by the Parties
in connection with the consummation of the transactions contemplated hereby pursuant to this Agreement.


 


“Applicable
Law” means, with respect to any Person, any law, rule, regulation or Order enacted, promulgated or issued by a Governmental
Authority that is binding upon or applicable to such Person.


 


“Available
Employees” means Dennis Bok and Thienson Nguyen.


 


“Business”
means the ownership and operation of quick service restaurants primarily serving poké bowls.


 


“Business
Day” means any day other than a Saturday, a Sunday or any other day on which commercial banks in New York, New York are authorized
or required by Applicable Law to be closed.


 


“Code”
means the United States Internal Revenue Code, as amended.


 


“Company
Employee” means the current employees of the Companies.


 


“Confidential
Information” means all trade secrets and other confidential or proprietary information of or relating to the Companies.


 


“Confidentiality
Agreement” means that certain Confidentiality Agreement dated as of June 23, 2020 between Lisiten Associates (acting as agent
for the Sellers) and Purchaser.


 


“Consent”
means a consent, approval or authorization of, a filing or registration with, or a notification to, a Person.


 


“Contract”
means any legally binding contract, agreement, lease, license, indenture, note, bond, loan, understanding or arrangement, whether written
or oral, other than any Employee Benefit Plan or License.


 


“Contracting
Affiliates” mean Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC.


 


“Customer
Information” means all information and data: (i) supplied by or on behalf of a customer or a candidate to the Companies or
their respective Affiliates for processing, storing or use, (ii) all information and data collected, stored or processed by the Companies
or their respective Affiliates during the course of offering or providing services to a prospective customer or customer, including all
personally identifiable information of candidates and (iii) all information and data created or derived by the Companies or their respective
Affiliates from such information or data or otherwise in connection with services provided to or performed for a customer.


 




    	2



     


    

 


“Employee
Plan” means (1) each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject
to ERISA), (2) each equity purchase, option, restricted equity, profit sharing or similar equity-based plan and (3) each bonus, incentive
compensation, deferred compensation, termination, severance, change in control, medical, dental, vision, disability, fringe benefit (whether
taxable or nontaxable), vacation or other paid-time-off, employment agreement, or other material employee benefit plan, program, policy,
agreement or arrangement, whether written or oral, funded or unfunded, in each case that is sponsored, maintained or contributed to by
any Company, or with respect to which any Company has any material liability, other than any such plan, program, policy, agreement
or arrangement that (i) is required by Applicable Law or sponsored, in whole or in part, by any Governmental Authority, or (ii) any “multiemployer
plan” (within the meaning of Section 3(37) of ERISA).


 


“Enforceability
Exceptions” means (1) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar
laws relating to or affecting creditors’ rights generally or (2) any general principles of equity.


 


“Environmental
Law” means any Applicable Law having as its principal purpose (1) the protection of the environment, (2) human health and safety
or (3) the storage, disposal, release or threatened release of any Hazardous Materials.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Affiliate” means, with respect to any Company, any other Person that is a member of its controlled group for purposes of Section
4001(a)(14) of ERISA or that is treated as a single employer for purposes of Section 414 of the Code.


 


“Fraud”
means actual fraud (not imputed or constructive fraud) with respect to a breach of any representation or warranty in this Agreement.


 


“Fundamental
Representations” means (1) with respect to the Sellers and the Companies, the representations and warranties of the Sellers
contained in Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.3(a) (clause (i) only), (Non-contravention)
Section 3.4 (Capitalization; Title to Interests); Section 3.15 (Tax Matters), Section 3.22 (Related Party Transactions);
Section 3.24 (No Broker); (2) with respect to Purchaser, the representations and warranties of Purchaser contained in Section
4.1 (Organization), Section 4.2 (Authorization), Section 4.3(a) (clause (i) only) (Non-contravention).


 


“GAAP”
means United States generally accepted accounting principles, consistently applied for the periods covered thereby.


 


“Governing
Documents” means (1) with respect to any corporation, its articles or certificate of incorporation and bylaws, (2) with respect
to any limited liability company, its articles or certificate of organization or formation and its operating agreement or limited liability
company agreement or governing or organizational documents of similar substance, (3) with respect to any limited partnership, its certificate
of limited partnership and partnership agreement or governing or organizational documents of similar substance and (4) with respect to
any other entity, its governing or organizational documents of similar substance to any of the foregoing, in the case of each of clauses
(1) through (4), as may be in effect from time to time.


 




    	3



     


    

 


“Governmental
Authority” means (1) any foreign, federal, state, provincial, local, or other government, (2) any governmental, regulatory
or administrative authority, agency, commission, department or division or (3) any court, tribunal or judicial or arbitral body.


 


“Hazardous
Material” means any material, chemical or substance that is regulated under any Environmental Law, including petroleum products
and by-products, asbestos-containing materials and polychlorinated biphenyls.


 


“Immediate
Family” means a child, stepchild, grandchild, parent, stepparent, grandparent or current or former spouse, and includes any
adoptive relationships.


 


“Indebtedness”
means, without duplication, with respect to any of the Companies (a) all liabilities to pay principal, accrued interest, penalties, fees
and premiums (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or other similar instruments, (iii) for the capitalized
liability under all capital leases of such Person (determined in accordance with GAAP), (iv) in respect of amounts drawn on letters of
credit and bankers’ acceptances and (v) in the nature of guarantees of the liabilities described in clauses (i) through (iv) above
of any other Person; (b) any and all change of control, sale or retention bonus or other similar arrangements payable to any employees
or service providers of any of the Companies, that become payable by any of the Companies solely as a result of the consummation of the
transactions contemplated hereby; (c) bonuses accrued or required to be accrued in accordance with GAAP; (d) the employer portion of
payroll or similar Taxes related to any of the above or any compensatory payments described in clauses (b) or (c) above made in connection
with the transactions contemplated by this Agreement; (e) unpaid Taxes attributable to a Pre-Closing Period; and (f) the contractually
deferred and unpaid purchase price of assets, securities, property or services, including all earn-out payments and similar payments;
provided, that, in no event shall Debt include any liabilities related to inter-company debt of the Companies.


 


“Intellectual
Property Rights” means all intellectual property rights of any kind or nature in any jurisdiction, whether registered or unregistered,
including (1) all patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, re-examinations,
renewals and extensions thereof), (2) all trademarks, service marks, trade dress, trade names, corporate names and Internet domain names,
including all common law rights and all goodwill associated therewith or symbolized thereby, and all applications, registrations and
renewals in connection therewith, (3) all copyrights and copyrightable works of authorship and (4) all trade secrets.


 


“Inventory”
means all inventory of any kind or nature, whether or not prepaid, and wherever located (including consignment inventory and inventory
on order for or in transit to or from any Company), held or owned by any Company, including all raw materials, work in process, semi-finished
and finished products, together with all rights of such Company against suppliers of such inventory.


 


“IRS”
means the Internal Revenue Service of the United States.


 




    	4



     


    

 


“Knowledge
of the Sellers and the Companies” means the actual knowledge of DBok, TNguyen, or LBok. For purposes of clarity, the foregoing
shall not impose any obligation on DBok or TNguyen to make any investigation into the matter at issue but merely imputes upon DBok or
TNguyen that knowledge which would be gained if DBok or TNguyen had made such reasonable inquiry.


 


“Liabilities”
means liabilities or obligations for the payment of money (whether known or unknown, asserted or unasserted, accrued or unaccrued, or
due to or become due).


 


“License”
means any license, permit, consent, approval or other authorization of any Governmental Authority.


 


“Lien”
means any lien, mortgage, pledge, security interest or other encumbrance of any nature whatsoever.


 


“Material
Adverse Effect” means any change or effect that is or would reasonably be expected, individually or in the aggregate, to be
materially adverse to the business, assets, financial condition or results of operations of the Companies, taken as a whole; provided,
however, that the term “Material Adverse Effect” shall not include any change or effect that is, or that results from,
any of the following: (i) changes in general business or economic conditions (including changes in interest rates and the availability
of debt financing), and events or conditions generally affecting the industries in which the Companies operate, (ii) changes in Applicable
Law or interpretations thereof by any Governmental Authority, (iii) changes in financial, banking, or securities markets (in each case,
whether domestic or foreign and including any disruption thereof and any decline in the price of any security or any market index), (iv)
changes in GAAP, (v) national or international political or social conditions, including the engagement by the United States in hostilities
or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation
of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices
or upon any military installation, equipment or personnel of the United States, (vi) pandemics or epidemics (including any effect that
results from restrictions imposed by a Governmental Authority prior to the date hereof as a result of or in response to COVID-19, but
excluding any other effect such as permanent closure of any Pokémoto® restaurants owned
by the Companies, that results from COVID-19), earthquakes, hurricanes, tornados or other natural disasters, (vii) the announcement
or disclosure of this Agreement, the other agreements contemplated hereby or the transactions contemplated hereby or thereby, (viii)
the failure a Company to take any action that is prohibited by this Agreement, or (ix) any failure to meet any internal or public projections,
forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings,
cash flow or cash position (provided, that, clause (ix) shall not prevent a determination that any change or effect underlying
any such change or failure, as applicable, has resulted in a Material Adverse Effect, to the extent such change or effect is not otherwise
excluded from this definition of Material Adverse Effect); provided further that Material Adverse Effect shall include any events,
effects, changes, circumstances, facts or developments arising out of or attributable to the matters described in clauses (i) through
(vi) above to the extent the Companies, taken as a whole, are adversely and disproportionately affected relative to other participants
in the industry in which the Companies operate.


 




    	5



     


    

 


“Net
Working Capital” means, with respect to the Companies and the Contracting Affiliates and determined as of the Closing Date
in accordance with GAAP, the sum of (i) cash on hand (which amount, for each Company, shall not be less than $10,000), accounts receivable
and other amounts owed to any Company or Contracting Affiliate (including credit card receivables and accounts payable to any Company
or Contributing Affiliate by third-party delivery vendors), less (ii) outstanding trade payables and accrued payroll expenses of any
Company or Contracting Affiliate.


 


“Order”
means any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority.


 


“Ordinary
Course” means the ordinary course of business consistent with past practice of the Person in question.


 


“Permitted
Liens” means (1) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings,
as set forth in Section 1.1(a) of the Disclosure Schedules and, in each case, for which adequate reserves have been established
in accordance with GAAP; (2) Liens imposed by Applicable Law (such as materialmen’s, mechanic’s, workmen’s, carrier’s
and repairmen’s Liens) that arise or are incurred in the Ordinary Course to secure amounts that are not yet due and payable or
are being contested in good faith by appropriate proceedings, as set forth in Section 1.1(a) of the Disclosure Schedules and for
which adequate reserves have been established for such contested amounts; (3) with respect to the Leased Real Property, in addition to
items (1) and (2) above, all zoning, building or other restrictions, entitlements, variances, use restrictions, covenants, rights of
way or easements that would be disclosed by an accurate survey of any Leased Real Property, any right, interest, Lien or title of the
lessor of any Leased Real Property or other minor irregularities in title, none of which, individually or in the aggregate, interferes
with the continued occupancy or use of any Leased Real Property for the purpose for which it is used as of the Closing Date; (4) Liens
securing Indebtedness that shall be repaid at or prior to the Closing or that the Purchaser agrees shall not be required to be repaid
at or prior to the Closing; (5) rights of lessors set forth in Leases of the Leased Real Property; (6) Liens incurred in connection with
capital lease obligations of the Companies, including the Liens set forth in Section 1.1(a) of the Disclosure Schedules, that shall be
repaid at or prior to the Closing; and (7) Liens created by or at the direction of Purchaser or any of its Affiliates.


 


“Person”
means any individual, partnership (general or limited), corporation, limited liability company, joint venture, trust, association or
other entity or organization, including a Governmental Authority.


 


“Post-Closing
Period” means any taxable period or portion thereof that is not a Pre-Closing Period.


 


“Pre-Closing
Period” means any taxable period or portion thereof ending on or prior to the Closing Date (including the portion of any Straddle
Period ending on the Closing Date).


 


“Purchaser
Indemnified Parties” means, collectively, Purchaser and its Affiliates (without duplication) and their respective owners, directors,
officers, successors, executors, and assigns.


 




    	6



     


    

 


“Recourse
Related Party” means, with respect to any Person, such Person’s Affiliates or such Person’s or such Person’s
Affiliates’ former, current or future direct or indirect owners, controlling Persons, general or limited partners, shareholders,
members, directors, managers, officers, employees, agents, representatives, portfolio companies (as such term is commonly understood
in the private equity industry) or affiliated investment funds or any assignees or successors of any of the foregoing.


 


“Related
Party” means, with respect to any Person, any of the following: (1) any director, officer or trustee of such Person; (2) any
Affiliate or “associate” (as such term is defined in the rules and regulations promulgated under the Securities Act of 1933,
as amended) of such Person; (3) any owner of such Person or any director, officer or trustee of such owner; (4) any Immediate Family
member of any of the foregoing Persons; or (5) any trust or other similar entity created or operating for the benefit of any Person referred
to in the foregoing clauses (1) through (4).


 


“Remedial
Action” means any action required by any Governmental Authority or Environmental Law to clean up, remove or in any other way
address any Hazardous Materials.


 


“Representatives”
means, with respect to any Person, such Person’s Affiliates and such Person’s or any of its Affiliates’ directors,
managers, officers, employees, consultants, attorneys, financial advisors, accountants or other authorized agents and representatives
acting on behalf of such Person.


 


“Restricted
Period” means the period of three (3) years following the Closing.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Seller
Indemnified Parties” means, collectively, the Sellers and (without duplication) their respective executors and assigns.


 


“Solvent”
means, when used with respect to Purchaser, that, as of any date of determination, (1) the amount of the “fair saleable value”
of the assets of Purchaser will, as of such date, exceed (a) the value of all “liabilities” of Purchaser, including contingent
and other liabilities, as of such date, as such quoted terms are generally determined in accordance with federal Applicable Law governing
determinations of the insolvency of debtors, and (b) the amount that will be required to pay the probable liabilities of Purchaser on
their existing debts (including contingent and other liabilities) as such debts become absolute and mature, (2) Purchaser will not have,
as of such date, an unreasonably small amount of capital for the operation of the businesses in which it intends to engage or proposes
to be engaged following the Closing Date, and (3) Purchaser will be able to pay its liabilities, including contingent and other liabilities,
as they mature. For purposes of this definition, Purchaser makes no guarantee of future performance or future results in any and all
respects. For purposes of this definition, the phrases “not have an unreasonably small amount of capital for the operation of the
businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other
liabilities, as they mature” mean that Purchaser will be able to generate enough free cash from operations, asset dispositions
or refinancing, or a combination thereof, to meet its obligations as they become due, as determined in good faith by Purchaser making
the statement as of such date using only information actually known by Purchaser at such time.


 




    	7



     


    

 


“Straddle
Period” means any Taxable period beginning on or before, and ending after, the Closing Date.


 


“Subsidiary”
of any Person means, on any date, any Person of which securities or other ownership interests representing more than fifty percent (50%)
of the ownership interests or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than
fifty percent (50%) of the general partnership interests or more than fifty percent (50%) of the profits or losses of which are, as of
such date, owned, controlled or held by the applicable Person or one or more direct or indirect subsidiaries of such Person.


 


“Tax”
(including, with correlative meaning, the terms “Taxes” and “Taxable”) means any federal, state,
local and non-U.S. taxes (including excise taxes, value added taxes, occupancy taxes, employment taxes, unemployment taxes, license,
ad valorem taxes, custom duties, escheat and unclaimed property (whether or not treated as a tax under local law), estimated, alternative
minimum, transfer taxes and fees), levies, imposts, impositions, assessments and other governmental charges of any nature imposed upon
a Person, including all taxes and governmental charges imposed upon any of the personal properties, real properties, tangible or intangible
assets, income, receipts, payrolls, employment, unemployment, disability, social security (or similar), transactions, stock transfers,
capital stock, net worth or franchises of a Person (including all sales, use, withholding or other taxes which a Person is required to
collect or pay over to any government), and all related additions to tax, penalties or interest thereon, whether disputed or not, and
including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.


 


“Tax
Contest” means any audit, investigation, claim, litigation, assessment, reassessment, dispute, proceeding or controversy relating
to Tax Returns or Taxes.


 


“Tax
Returns” means all returns, reports and other documents of every nature (including elections, declarations, claims for refund,
disclosures, schedules, estimates and information returns, including any consolidated, affiliated, combined, or unitary returns) filed
with or required to be filed with any Taxing Authority, including any schedule or attachment thereto and any amendment thereof.


 


“Taxing
Authority” means any Governmental Authority responsible for the imposition, administration or collection of any Tax.


 


“Transfer
Tax” means (1) any transfer, documentary, sales, use, value added, recording, conveyance, real property or interest in real
property transfer, controlling interest transfer, entity or entity interest transfer, stock transfer, stamp, gains or similar Tax or
fees imposed in connection with or payable as a result of the consummation of the transactions contemplated hereby, and (2) any interest,
penalty or additional charge imposed by any Taxing Authority with respect to such amounts.


 


“Willful
Breach” means a knowing and intentional material breach that is a consequence of an intentional act or omission knowingly undertaken
or omitted by the breaching party with the actual knowledge that such act or omission would cause a breach of this Agreement.


 




    	8



     


    

 


Section
1.2 Cross References. Each of the following capitalized terms is defined in the Section of this Agreement set forth opposite such
term below:


 


	Term	Section
	Agreement    	Preamble
	Balance
    Sheet Date 	Section
    3.5(a)
	Business
    Intellectual Property 	Section
    3.14(a)
	Claim
    	Section
    3.18(d)
	Closing
    	Section
    2.1
	Closing
    Date 	Section
    2.4(a)
	Company/Companies	Recitals
	Company
    Securities	Section
    3.4(b)
	Continuing
    Employee	Section
    5.10(b)
	Disclosure
    Schedules	ARTICLE
    III
	Employee
    PII	Section
    3.10(c)
	Financial
    Statements	Section
    3.5(a)
	Interests    	Recitals
	Leased
    Real Property	Section
    3.13
	Leases    	Section
    3.8(a)(i)
	Material
    Contracts	Section
    3.8(a)
	Opt-out
    Notifications	Section
    3.10(c)
	Party(ies)    	Preamble
	ProRata
    Shares	Section
    2.2(a)
	Purchase
    Price	Section
    2.2
	Purchaser    	Preamble
	Released
    Parties	Section
    5.11
	Releasing
    Parties	Section
    5.11
	Seller    	Preamble
	Support
    Obligations	Section
    5.3
	Top
    Suppliers	Section
    3.21


 


Section
1.3 Other Definitional and Interpretative Provisions.


 


(a)
Headings. The table of contents, table of defined terms and headings set forth in this Agreement are included for convenience
of reference only and shall not affect in any way the meaning or interpretation of this Agreement.


 


(b)
Absence of Presumption. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event
that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties,
and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this
Agreement.


 




    	9



     


    

 


(c)
Rules of Construction. In this Agreement, except to the extent otherwise provided herein or the context otherwise requires: (i)
the definition of terms herein shall apply equally to the singular and the plural; (ii) any pronoun shall include the corresponding masculine,
feminine and neuter forms; (iii) whenever the words “include,” “includes” or “including” are used
in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact
followed by those words or words of similar import; (iv) whenever the words “hereby,” “herein,” “hereof,”
“hereto,” “hereunder” and words of similar import are used in this Agreement, they shall be deemed references
to this Agreement as a whole and not to any particular Section or other provision of this Agreement; (v) “writing,” “written”
and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (vi)
the word “or” shall not be exclusive; (vii) the words “will” and “shall” have equal force and effect;
(viii) references to any Article, Section, Exhibit or Schedule shall mean such Article or Section of, or such Exhibit or Schedule to,
this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;
(ix) references to any Applicable Law shall mean such Applicable Law (including all rules and regulations promulgated thereunder) as
amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;
(x) references to any Contract shall mean such Contract as amended, modified or supplemented from time to time in accordance with the
terms thereof; (xi) references to any Person include such Person’s successors and permitted assigns; (xii) references from or through
any date shall mean, unless otherwise specified, from and including or through and including, respectively; (xiii) if any time period
for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended
to the Business Day immediately following such non-Business Day; (xiv) references to “$” or “dollars” shall mean
United States Dollars; and (xv) all Exhibits and Schedules (including the Disclosure Schedules) attached hereto or referred to herein
are hereby incorporated in and made a part of this Agreement as if set forth in full herein.


 


Article
II


PURCHASE
AND SALE


 


Section
2.1 Purchase and Sale. On the terms and subject to the conditions of this Agreement, upon the execution of this Agreement (the
“Closing”), Purchaser shall purchase, accept and take delivery from the Sellers, and the Sellers shall sell, assign,
transfer and convey to Purchaser, all of the Sellers’ right, title and interest in and to the Interests for each of the Companies,
free and clear of all Liens.


 


Section
2.2 Purchase Price. The purchase price (the “Purchase Price”) payable under this Agreement shall be as follows:


 


(a)
$4,000,000.00, minus the amount of Indebtedness of the Companies and the Contracting Affiliates set forth in Section 2.2(a)(i)
of the Disclosure Schedules which is not otherwise paid and satisfied in full on or prior to the Closing (but excluding the Paycheck
Protection Program Loans obtained by the Companies or the Contracting Affiliates prior to the Closing Date (“PPP Loans”)
to the extent the proceeds thereof were used for forgivable expenses). The foregoing amount shall be payable by wire transfer of immediately
available funds to the Sellers as follows:


 


	 	(i)	to
    TNguyen and Longwa, $1,306,000.00;


 




    	10



     


    

 


	 	(ii)	to
    DBok, $1,330,000.00;
	 	 	 
	 	(iii)	to
    WBok, $1,330,000.00; and
	 	 	 
	 	(iv)	to
    LBok, $34,000.00;


 


The
ratio of the amount received by each Seller relative to the total Purchase Price is hereinafter referred to as the “Pro Rata Share(s).”


 


(b)
$730,000.00, payable in the form of a promissory note made by Purchaser to Sellers in the amounts and on the terms reflected in Exhibit
C (the “Promissory Note”); and


 


(c)
the aggregate amount of cash on hand of the Companies and the Contracting Affiliates on the Closing Date (“Cash”) shall be
paid to Sellers in proportion to their respective Pro Rata Shares.


 


Section
2.3 Purchase Price Adjustment. As promptly as possible, but not more than ninety (90) days after the Closing Date, Purchaser shall
provide the Sellers a statement (the “Closing Statement”) setting forth:


 


(a)
the aggregate amount received by the Companies and the Contracting Affiliates from credit card payments and third-party delivery vendors
for deliveries made on behalf of the Companies or the Contracting Affiliates as of the Closing (the “Post Closing Receivables”);


 


(b)
the aggregate amount of expenses and liabilities incurred by the Companies and/or the Contracting Affiliates after the Closing but accrued
or attributable to the period prior to the Closing (the “Postpaid Expenses”);


 


(c)
the aggregate amount of expenses and liabilities payable by the Companies and the Contracting Affiliates prior to the Closing that are
attributable to the period after the Closing (the “Prepaid Expenses”).


 


The
“Adjustment Amount” shall be an amount equal to the Post Closing Receivables, plus the Prepaid Expenses, minus
the Postpaid Expenses. If the Adjustment Amount is a positive amount, Purchaser shall, within five (5) Business Days from the Sellers’
receipt of the Closing Statement, remit the Adjustment Amount to them by wire transfer of immediately available funds (in relative amounts
and to bank accounts as instructed in writing by any Seller). If the Adjustment Amount is a negative amount, the Sellers shall within
five (5) Business Days from their receipt of the Closing Statement, remit the Adjustment Amount (as if it was a positive amount) to Purchaser
by wire transfer of immediately available funds in the bank account designated by Purchaser.


 


Section
2.4 Closing.


 


(a)
The Closing shall take place remotely via the electronic exchange of documents and signature pages simultaneously along with the execution
of this Agreement. The date on which the Closing occurs is referred to herein as the “Closing Date.” All documents
delivered and actions taken at the Closing shall be deemed to have been delivered or taken simultaneously at the Closing.


 




    	11



     


    

 


(b)
At the Closing, the Sellers shall deliver or cause to be delivered to Purchaser:


 


(i)
an instrument of transfer in substantially the form attached hereto as Exhibit A evidencing the transfer of the Interests to Purchaser,
duly executed by the Sellers;


 


(ii)
a certificate of good standing (or comparable certificate) of each of the Companies issued as of a recent date by the Secretary of State
of Connecticut;


 


(iii)
a certificate of the non-foreign status of the Sellers substantially in the form of the sample certification set forth in Treasury Regulations
Section 1.1445-2(b)(2)(iv)(B) (provided, however, that Purchaser’s only remedy for the Sellers’ failure to deliver such certificate
shall be to withhold in accordance with Section 2.5);


 


(iv)
the certificate required to be delivered pursuant to Section 6.3(f);


 


(v)
the duly executed Employment Agreements with DBok and TNguyen, in substantially the form attached hereto as Exhibit B, as applicable;


 


(vi)
the written resignations, in a form and substance reasonably acceptable to Purchaser of all officers, directors and managers of the Companies
from any positions held by them with the Companies, in each case, except as designated in writing to the Companies by Purchaser prior
to the Closing Date;


 


(vii)
such other certificates and documents as Purchaser or its counsel may reasonably request, such as corporate documents or resolutions,
pertaining to the transaction contemplated hereby.


 


(c)
At the Closing, Purchaser shall deliver or cause to be delivered to the Sellers:


 


(i)
a certificate of good standing (or comparable certificate) of Purchaser issued as of a recent date by the Secretary of State of the State
of Nevada;


 


(ii)
a certificate of the secretary (or equivalent officer) of Purchaser, dated as of the Closing Date, in form and substance reasonably satisfactory
to the Sellers, certifying to the resolutions duly adopted by the board of directors (or comparable governing body) of Purchaser authorizing
and approving Purchaser’s execution, delivery and performance of this Agreement and each Ancillary Agreement to which Purchaser
is a party and Purchaser’s consummation of the transactions contemplated hereby, which resolutions shall have been certified as
true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date;


 




    	12



     


    

 


(iii)
the certificate required to be delivered pursuant to Section 6.2(c);


 


(iv)
an amount equal to the cash portion of the Purchase Price described in Section 2.2(a) by wire transfer of immediately available funds
to the bank accounts designated in writing by each Seller prior to the Closing;


 


(v)
duly executed originals of the Promissory Note;


 


(vi)
the duly executed Employment Agreements with DBok and TNguyen, in substantially the form attached hereto as Exhibit B, as applicable;
and


 


(vii)
such other certificates and documents as the Sellers or its counsel may reasonably request, such as corporate documents or resolutions,
pertaining to the transaction contemplated hereby.


 


Section
2.5 Withholding. Notwithstanding anything to the contrary in this Agreement, Purchaser shall be entitled to deduct and withhold
from any amount otherwise payable pursuant to this Agreement such amounts as Purchaser is required to deduct and withhold with respect
to the making of such payments under the Code; provided, however, that Purchaser shall not deduct or withhold any amount pursuant to
Section 1445 of the Code in respect of the Sellers if the Sellers have timely furnished the certificate described in Section 2.4(b)(iii),
unless required by a change in Applicable Law following the date hereof. If Purchaser determines that any deduction or withholding from
the consideration payable to the Sellers at the Closing is required pursuant to any provision of the Code (other than any amounts that
are treated as compensation under the Code), Purchaser shall use commercially reasonable efforts to provide the Sellers with a written
notice of its intention to deduct and withhold at least three (3) Business Days prior to the anticipated Closing Date, indicating the
(a) amount to be deducted and withheld and (b) relevant provisions of the Code requiring such deduction and withholding, and prior to
any such deduction and withholding Purchaser and the Sellers shall use commercially reasonable efforts to eliminate or reduce such deduction
and withholding. To the extent any such amounts are so deducted and withheld and properly and timely paid to the appropriate Taxing Authority
by or on behalf of Purchaser, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid
to the Person in respect of which such deduction and withholding were made.


 




    	13



     


    

 


Article
III


REPRESENTATIONS
AND WARRANTIES


REGARDING
THE COMPANIES AND SELLERS


 


Except
as set forth in, or qualified by, any matter set forth in the corresponding numbered section or subsection of the Disclosure Schedules
attached hereto (the “Disclosure Schedules”), the Sellers hereby represent and warrant to Purchaser as of the date
hereof as follows:


 


Section
3.1 Organization. Each Company (a) is a duly organized limited liability company, validly existing and in good standing under
the laws of the State of Connecticut; (b) has the requisite power and authority to own, lease or otherwise hold its assets and properties
and to carry on its business as currently conducted; and (c) is duly qualified to do business as a foreign limited liability Company
and is in good standing (where such concept is applicable) in each jurisdiction where such qualification is necessary under Applicable
Law. The Sellers have made available to Purchaser complete and correct copies of each Company’s Governing Documents, each as amended
to the date hereof.


 


Section
3.2 Authorization. The Sellers are authorized to execute this Agreement and each Ancillary Agreement to which the Sellers are
a party. The execution of the Joinder by the Companies and the consummation of the transactions contemplated hereby are within the Companies’
organizational powers and have been duly and validly authorized and approved by all necessary organizational action. This Agreement has
been, and each Ancillary Agreement to be executed and delivered by the Sellers at or prior to the Closing will be, duly and validly executed
and delivered by the Sellers, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each
such Ancillary Agreement when so executed and delivered (assuming due authorization, execution and delivery by the other parties thereto)
will constitute, the legal, valid and binding obligation of the Sellers or any Seller party, enforceable against the Sellers or such
Seller (as applicable) in accordance with their respective terms, subject to the Enforceability Exceptions.


 


Section
3.3 Non-contravention.


 


(a)
The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which the Sellers are a party,
the execution of the Joinder by the Companies, and the consummation of the transactions contemplated hereby and thereby do not and will
not materially conflict with, result in a material breach of the terms, conditions or provisions of, constitute a material default (with
or without notice or lapse of time or both) under, require any Consent (except for those Consents set forth in Section 3.3(a)(iii)
and Section 3.3(b) of the Disclosure Schedules) or other action by any Person under, give rise to any right of acceleration,
amendment, termination or cancellation or to a loss of any material right or benefit under, or result in the creation or imposition of
any Lien (other than a Permitted Lien) on any of the assets or properties of the Companies under, (i) any provision of the Governing
Documents of the Sellers or the Companies, (ii) any Applicable Law or (iii) except as set forth in Section 3.3(a)(iii) of the
Disclosure Schedules, any Contract to which the Sellers or any Company is a party or by which the Sellers, the Companies or any of the
Companies’ assets or properties are bound.


 


(b)
The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which the Sellers are a party,
the execution of the Joinder by the Companies, and the consummation of the transactions contemplated hereby and thereby do not and will
not require any Consent of, with or to any Governmental Authority, other than any (i) Consents set forth in Section 3.3(b) of
the Disclosure Schedules, or (ii) Consents required as a result of the specific legal or regulatory status of Purchaser or any of its
Affiliates or as a result of any other facts or circumstances that specifically relate to the business or activities in which Purchaser
or any of its Affiliates is or proposes to be engaged, other than the Business.


 




    	14



     


    

 


Section
3.4 Capitalization; Title to Interests.


 


(a)
The Interests (i) have been duly authorized, (ii) are validly issued, fully paid and non-assessable and (iii) are owned beneficially
and of record by the Sellers, free and clear of all Liens. Assuming Purchaser has the requisite organizational power and authority to
be the lawful owner of the Interests, upon consummation of the Closing and the Sellers’ receipt of the Purchase Price set forth
in Section 2.2, Purchaser shall own beneficially and of record, and have good and valid title to, the Interests, free and clear of all
Liens, which represents all the issued and outstanding ownership interest in the Companies. Section 3.4(a) of the Disclosure Schedules
sets forth a true and complete list of the jurisdiction of organization of each of the Companies and the capital structure of all of
the Companies.


 


(b)
Except for the Interests or as set forth in Section 3.4(b) of the Disclosure Schedules, as of the date hereof there are no outstanding
(i) membership interests in the Companies, (ii) securities of the Companies convertible into or exercisable or exchangeable for membership
interests in the Companies, (iii) options, warrants or other rights to acquire from the Companies, or other obligation of the Companies
to issue, repurchase or redeem, any equity interests in the Companies or securities convertible into or exercisable or exchangeable for
membership interests in the Companies, or (iv) “phantom” membership interests, profit participation rights or other similar
rights that are derivative of or provide economic benefits based on the value or price of any membership interests in the Companies (the
items in clauses (i), (ii), (iii) and (iv) being referred to collectively as the “Company Securities”).


 


(c)
Except for this Agreement and the Companies’ Governing Documents, neither the Sellers nor any Company is a party to or otherwise
bound by any voting trust, proxy or other agreement with respect to the voting or transfer of any Company Securities. No Company has
any outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote on any matters on which the
holders of membership interests of the Companies may vote.


 


(d)
No claims have been made or threatened by any third-party, and to the Knowledge of the Sellers and the Companies no basis exists for
third-party claims, under which a third-party is entitled to be issued ownership interest in any of the Companies.


 


(e)
the Companies do not directly or indirectly own any ownership interests in, and are not participating in any joint venture, partnership
or similar association or arrangement with, any other Person.


 




    	15



     


    

 


Section
3.5 Financial Matters.


 


(a)
Exhibit D sets forth complete and correct copies of the audited combined balance sheets of TNB Holdings, LLC, LB Holdings LLC,
Poke Co. LLC, GLL Enterprises, LLC, Poke Co Holdings LLC, TNB Holdings II, LLC and PKM Stamford, LLC (collectively, the “Pokemoto
Companies”) as of December 31, 2020 and 2019, the related combined statements of income, members’ equity, and cash flows,
and the related notes and schedules for each of the years in the two-year period ended December 31, 2020. Separately, Transferors have
provided Transferee with the unaudited balance sheets of each of the Pokemoto Companies as of March 31, 2021 (the “Balance Sheet
Date”) and the related unaudited statements of income and cash flows for the 3-month period then ended (all of the above being
referred to, collectively, as the “Financial Statements”).


 


(b)
The Financial Statements (i) have been prepared from, and are in accordance with, the financial books and records of the Companies (which
are complete and correct in all material respects), (ii) have been prepared in accordance with the Accounting Principles, consistently
applied during the periods involved, and (iii) present fairly in all material respects the financial condition, results of operations
and cash flows of the Companies as of the respective dates thereof or for the respective periods covered thereby, subject to the absence
of footnotes and other presentation items required under GAAP and, in the case of the interim Financial Statements, to normal recurring
year-end adjustments (which will not be material, individually or in the aggregate).


 



(c) Inventory. The Inventory, taken as a whole, is in good condition and consists of a quality and quantity usable and/or saleable
in the Ordinary Course and are not excessive in kind or amount in light of the business of the Companies. To
the Knowledge of the Sellers, all Inventory is free from defects in workmanship and materials, properly stored, merchantable, fit for
the purpose for which it was procured or manufactured, and is not slow moving, damaged, defective or obsolete, subject to defects in
condition or quality affecting an immaterial amount of the Inventory as is typical for restaurant businesses. None of the Inventory has
been consigned (that is, delivered but not sold or sold with an unlimited right of return) to any Person. Since December 31, 2020, (i)
each Company has maintained its Inventory levels consistent with past practices, and (ii) no Company has sold, used or otherwise transferred
any portion of the Inventory except in the Ordinary Course to a bona fide purchaser.


 


Section
3.6 No Undisclosed Liabilities. Except as set forth in Section 3.6 of the Disclosure Schedules, none of the Companies’
trade payables are past-due, and the Companies do not have any Liabilities, except for (i) Liabilities reflected or reserved against
in the Financial Statements, (ii) Liabilities incurred in the Ordinary Course of business since the Balance Sheet Date (none of which
results from or relates to any tort, infringement or breach of warranty, Contract or law), (iii) performance obligations under Contracts
to which they are a party (none of which results from or relates to any tort, infringement or breach of warranty, Contract or law); and
(iv) other Liabilities (if any) that are not material to the Companies.


 


Section
3.7 Absence of Certain Changes. Except as set forth in Section 3.7 of the Disclosure Schedules, since the Balance Sheet
Date through the date of this Agreement (a) there has not been any change or effect that constitutes a Material Adverse Effect and (b)
the business has been conducted in all material respects in the ordinary course of business (aside from steps taken in contemplation
of the transactions contemplated hereby).


 




    	16



     


    

 


Section
3.8 Material Contracts.


 


(a)
Except as set forth in Section 3.8(a) of the Disclosure Schedules and for any Contract that is terminable by the applicable Company
on sixty (60) days or less notice and without the payment of any penalty or premium by the applicable Company, none of the Companies
are party to or otherwise bound by any of the following Contracts as of the date hereof (excluding, in each case, any Employee Benefit
Plans, Licenses or insurance policies or fidelity bonds set forth in Section 3.20 of the Disclosure Schedules) (collectively,
the “Material Contracts”):


 


(i)
any lease or sublease of real property (collectively, the “Leases”);


 


(ii)
any lease of personal property providing for either (A) annual payments by the Companies in excess of $1,000.00 in any twelve-month period
or (B) aggregate payments by the Companies in excess of $5,000.00 over the term thereof;


 


(iii)
other than purchase orders with suppliers in the Ordinary Course, any Contract for future capital expenditures or the purchase of goods,
services, supplies or equipment providing for either (A) annual payments by the Companies in excess of $1,000.00 in any twelve-month
period or (B) aggregate payments by the Companies in excess of $5,000.00 over the term thereof;


 


(iv)
any Contract with a Top Supplier (as defined below);


 


(v)
any Contract for any partnership, joint venture, strategic alliance or other similar arrangement;


 


(vi)
any Contract relating to the acquisition or divestiture of any business (whether by merger, sale of equity interests, sale of assets
or otherwise), other than this Agreement and any Contracts in which the applicable acquisition or divestiture has been consummated and
there are no outstanding obligations of the Companies with respect to an “earn-out” or contingent payment;


 


(vii)
any Contract (A) relating to the incurrence, assumption or guarantee of any Indebtedness (other than trade payables incurred in the Ordinary
Course or any Contract with any Company Employee with respect to severance) or (B) granting a Lien on the Interests or a Lien (other
than Permitted Liens) on any of the assets or properties of the Companies;


 


(viii)
other than offer letters, confidentiality agreements, employment agreements or other similar agreements that provide for employment that
is terminable “at-will” and without material cost or liability to the Companies, any Contract for the employment or service
of any Company Employee or the payment of any severance, retention, change of control or similar payments to or in respect of any Company
Employee;


 


(ix)
any collective bargaining agreement or other similar agreement with a labor union or equivalent organization;


 




    	17



     


    

 


(x)
any Contract pursuant to which the Companies grant or are granted a license or right to use any Intellectual Property Rights, other than
(A) standard end-user license agreements for “click-wrap,” “shrink-wrap” or “off-the-shelf” software
that is generally commercially available and (B) non-exclusive licenses granted to customers, suppliers or agents of the Companies in
the Ordinary Course;


 


(xi)
any Contract granting any Person (A) pricing or other terms on a “most favored nation” basis, (B) “exclusivity”
or other similar preferential terms, or (C) a right of first refusal, right of first offer or other similar preferential right to purchase
or acquire any of the equity interests, assets or business of the Companies;


 


(xii)
other than the Leases, confidentiality agreements or agreements containing non-solicitation of employees restrictions and no other restrictions
of a type described below, any Contract that limits the ability of the Companies to engage in any line of business, operate in any jurisdiction
or solicit or accept business from the clients or prospective clients of any other Person;


 


(xiii)
any Contract relating to the settlement or compromise of any claim by or against the Companies;


 


(xiv)
any Contract which imposes a material restriction on the geographies or business in which the Companies may operate;


 


(xv)
any material agreement imposing confidentiality obligations on the Companies other than non-disclosure agreements entered into in the
Ordinary Course or in connection with the transactions contemplated hereby;


 


(xvi)
any agency, dealer, distributor, marketing or other similar Contract;


 


(xvii)
any Contract with any Governmental Authority;


 


(xviii)
any Contract with a Related Party of the Companies, including any Contract providing for the furnishing of services by, rental of real
or personal property from, or otherwise requiring payments to, or from, any Related Party of the Companies, other than “at-will”
employment arrangements in the Ordinary Course; or


 


(xix)
any Contract not covered by any of the preceding clauses (i) through (xx), the performance of which involves payment by or to any Companies
in excess of $1,000.00 in any twelve-month period.


 


(b)
A complete and correct copy of each Material Contract, including all amendments thereto, has been made available to Purchaser as listed
in Section 3.8(a) of the Disclosure Schedules.


 




    	18



     


    

 


(c)
Except for Contracts that expire or are terminated in accordance with their terms between the date hereof and the Closing Date in accordance
with Section 5.1, each Material Contract (i) is a legal, valid and binding obligation of the applicable Company and, to the Knowledge
of the Sellers and the Companies, the other parties thereto and (ii) is in full force and effect in accordance with its terms, subject
to the Enforceability Exceptions. Neither the applicable Company nor, to the Knowledge of the Sellers and the Companies, any other party
to any Material Contract is in material breach of or material default under any Material Contract. No event has occurred that (with or
without notice, lapse of time or both) would constitute a material breach of or material default under any Material Contract by the applicable
Company or, to the Knowledge of the Sellers and the Companies, any other party thereto. The Companies have not received any written or,
to the Knowledge of the Sellers and the Companies, oral notice alleging any breach or default by the applicable Company under any Material
Contract.


 


Section
3.9 Legal Proceedings. Except as set forth in Section 3.9 of the Disclosure Schedules, during the three (3) years immediately
preceding the date hereof, no Action has been pending or to the Knowledge of the Sellers and the Companies, threatened in writing against
any of the Companies, including, without limitation, any Action that challenges the validity of this Agreement or seeks to prevent, enjoin
or materially delay the consummation of the transactions contemplated hereby; and none of the Companies are subject to or otherwise bound
by any outstanding Order that prohibits or limits the conduct of any Company, other than regulatory restrictions of general application
that apply to similarly situated companies.


 


Section
3.10 Compliance with Laws.


 


(a)
Except as set forth in Section 3.10 of the Disclosure Schedules, none of the Companies are, and within the last three (3) years
have not been, in any material respect, in breach or violation of, or default under any Applicable Law the non-compliance with which
could reasonably be expected to have a Material Adverse Effect.


 


(b)
The Companies’ operations, policies and procedures comply with Title III of the ADA and provide for access to customers protected
by Title III. To the Knowledge of the Sellers and the Companies (and without limiting any other express representations set forth herein),
it has not discriminated against any customers based on any protected characteristics including but not limited to disability, race,
national origin or gender.


 


(c)
The Companies have established and are in compliance with all Applicable Law pertaining to the access, storage and use of Customer Information
and personally identifying information of their employees (“Employee PII”). None of the Companies or Sellers has received
any notice of, complaint against or audit, proceeding or investigation conducted or claim asserted with respect to the Companies and
the Contracting Affiliates by any Person (including any Governmental Authority) related to the collection, use, storage, distribution,
transfer or disclosure of personal information, and to the Knowledge of the Sellers and the Companies no Action is pending or threatened
relating thereto. The Companies and their respective Affiliates have not collected, received, shared, stored, or otherwise used any Customer
Information or Employee PII in an unlawful manner, in a manner violative of the Companies’ and the Contracting Affiliates’
privacy policies or terms of use or human resources policies and procedures. The execution, delivery and performance of this Agreement,
and of the transaction described therein, does not violate any such human resources policy or procedure, or any privacy policy or terms
of use. The Customer Information will be available for use in connection with the Business after Closing subject to the Companies’
continuing compliance with Applicable Law. To the Knowledge of the Sellers and the Companies, no Person has gained unauthorized access
to or made any unauthorized use of any Employee PII or Customer Information. The Companies and the Contracting Affiliates have complete
and accurate records of all Persons who have notified them of such Person’s election not to receive any electronic communications
or solicitations (“Opt-out Notifications”) from the Companies. The Companies and the Contracting Affiliates have complied
with all such Opt-out Notifications.


 




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Section
3.11 Licenses. Except as set forth in Section 3.11 of the Disclosure Schedules, the Companies have obtained all of the
material Licenses necessary to permit the Companies to own and operate their Business in the manner in which it is now operated. Each
Company is currently in compliance in all material respects with its obligations under, and the terms of, each such License, and (i)
no event has occurred or condition or state of facts exists which constitutes or after notice or lapse of time or both, would constitute
a breach or default in any material respect under any such License or which permits or, after notice or lapse of time or both, would
permit revocation or termination of any such License, or which would materially and adversely affect the rights of any of the Companies
under any such License, (ii) no written or oral notice of cancellation, or of material default concerning any such License has been received
by any of the Companies in the last three (3) years, and (iii) each such License is valid, subsisting and in full force and effect.


 


Section
3.12 Title to and Sufficiency of Assets. The Companies have good and valid title to, or in the case of leased assets and properties
a valid leasehold interest in, all of the material tangible personal property owned or leased by the Companies, in each case free and
clear of all Liens other than Permitted Liens. Assuming the Consents set forth in Section 3.3(b) of the Disclosure Schedules are
obtained, made or given, the assets and properties owned or leased by the Companies constitute all of the assets, properties and rights
necessary for the conduct of the business of the Companies as currently conducted in all material respects. The material tangible personal
property used or held for use in the conduct of the Business as currently conducted is, taken as a whole, in good operating condition
and repair (ordinary wear and tear excepted).


 


Section
3.13 Real Property. The Companies do not own any real property. Except as set forth in Section 3.13 of the Disclosure Schedules,
the Companies do not lease, sublease or otherwise occupy any real property (collectively, the “Leased Real Property”).
Section 3.13 of the Disclosure Schedules further sets forth the address of each Leased Real Property, as well as a true and complete
list of all Leases, including a description of any security deposits or other amounts or instruments deposited by or on behalf of any
of the Companies. The Companies have made available to Purchaser true and complete copies of the leases relating to the Leased Real Property
and all extensions, amendments and other modifications, if any, thereof and subordination and non-disturbance agreements, if any, relating
thereto. Except as described in Schedule 3.13 of the Disclosure Schedules, no Company is
a party to any Contract pursuant to which such Company grants any third party the right of use or occupancy of any portion of any Leased
Real Property. None of the Companies have assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any
Leased Real Property. The Companies have timely paid all rents and other amounts due or payable, and has complied in all material respects
with all of its other obligations, under the Leases. To the Knowledge of the Sellers and the Companies, neither the whole nor any part
of any Leased Real Property is subject to any pending or threatened suit for condemnation or other taking by any Governmental Authority
None of the Companies have received any written notice of any breach or default by such Company of the lease pertaining to the applicable
Leased Real Property. No security deposit or portion thereof deposited with respect to any Leased Real Property has been applied in respect
of a breach or default under such lease which has not been redeposited in full.


 




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Section
3.14 Intellectual Property.


 


(a)
The Companies possess legally enforceable rights to use, all Intellectual Property Rights used in the conduct of the Business as currently
conducted (collectively, the “Business Intellectual Property”), in each case free and clear of all Liens other than
Permitted Liens, except where a failure to own, license or otherwise possess any such rights would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. None of the Companies have granted any license or other right to any third
party with respect to the Business Intellectual Property, other than implied rights in the Ordinary Course that are inherent in the providing
of products and services to the Companies’ customers.


 


(b)
To the Knowledge of the Sellers and the Companies, (i) the conduct of the Business as currently conducted does not infringe, misappropriate
or otherwise violate in any material respect any Intellectual Property Rights of any third party; and (ii) no third party has infringed,
misappropriated or otherwise violated, or is currently infringing, misappropriating or otherwise violating, any Business Intellectual
Property. There are no Actions pending or, to the Knowledge of the Sellers and the Companies, threatened against the Companies alleging
that the conduct of the Business as currently conducted infringes, misappropriates or otherwise violates the Intellectual Property Rights
of any third party.


 


Section
3.15 Tax Matters.


 


(a)
All income Tax Returns and all other material Tax Returns that were required to have been filed by the Companies have been duly and timely
filed with the appropriate Taxing Authority, and such Tax Returns were true, complete and correct in all material respects. All Taxes
owed by the Companies, whether or not shown on such Tax Returns, have been timely paid in full. Adequate reserves have been established
on the Financial Statements to provide for the payment of any Taxes which are not yet due and payable with respect to the Companies for
taxable periods or portions thereof ending on or before the Balance Sheet Date.


 


(b)
All Taxes that a Company has been required to deduct or withhold in connection with amounts paid or owing to any employee, director,
independent contractor, creditor, stockholder, member, partner or other third parties, have been deducted or withheld and have been paid
to the appropriate Taxing Authority.


 


(c)
No Tax Return of any Company has been the subject of examination or audit by a Taxing Authority in the past six (6) years. In the last
six (6) years, the Companies have not made or changed any Tax election, settled or compromised any material liability for Taxes or amended
any Tax Return. The Companies have not waived or extended any statute of limitations in respect of Taxes or agreed to any extension of
time with respect to the assessment, payment or collection of any Tax or filing of any Tax Return.


 




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(d)
No deficiencies have been asserted in writing or assessments made in writing by a Taxing Authority.


 


(e)
There is no action, audit, claim or assessment pending (or, to the Knowledge of the Seller and the Companies, threatened in writing)
with respect to any Taxes or Tax Returns of any of the Companies.


 


(f)
No written claim has ever been made by an authority with respect to any of Companies in a jurisdiction where such Company does not file
Tax Returns that it is or may be subject to taxation by that jurisdiction.


 


(g)
The Companies have not agreed to or been required to make any adjustment pursuant to Section 481(a) of the Code or any corresponding
provision of state, local or foreign Law by reason of any change in accounting method initiated by it or on its behalf; no taxing authority
has proposed any such adjustment or change in tax accounting method; and the Companies do not have any application pending with any taxing
authority requesting permission for any change in tax accounting method. The Companies will not be required to include any item of income
in, or exclude any item or deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as
a result of: (i) any change in a method of tax accounting under Section 481 of the Code (or any comparable provision of state, local
or foreign Tax Laws), or use of an improper method of tax accounting, for a taxable period ending prior to the Closing Date; (ii) an
installment sale or open transaction occurring prior to the Closing Date; (iii) a prepaid amount received by a Company before the Closing
Date; (iv) any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law executed prior to
the Closing; (v) pursuant to Section 965 of the Code; (vi) an intercompany item under Treasury Regulation Section 1.1502-13 or an excess
loss account under Treasury Regulation Section 1.1502-19 that existed prior to the Closing; or (vii) any election under Section 108(i)
of the Code.


 


(h)
Each of the Companies uses the accrual method of accounting for income tax purposes and there is no application pending with any Taxing
Authority requesting permission for any change in accounting methods.


 


(i)
None of the Companies have been a member of an affiliated group (as defined in Section 1504 of the Code), filed or been included in a
combined, consolidated or unitary income Tax Return, or is a partner, member, owner or beneficiary of any entity treated as a partnership
or a trust for Tax purposes. The Companies do not have any liability for Taxes of any Person under Treasury Regulations Section 1.1502-6
or similar state or local Laws, as a successor or transferee, by contract or otherwise. The Companies are not a party to or bound by
any Tax allocation or Tax sharing agreement and has no contractual obligation to indemnify any other Person with respect to Taxes.


 


(j)
Complete and correct copies of all income and sales Tax Returns filed by or with respect to the Companies for taxable periods ending
on or after December 31, 2017 have been delivered or made available to Purchaser.


 




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(k)
The Companies have not participated in any reportable transaction as contemplated in Treasury Regulations Section 1.6011-4. The Companies
disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal
income Tax within the meaning of Section 6662 of the Code.


 


(l)
No waivers of statutes of limitations (other than waivers no longer in force) have been given or requested in writing by or with respect
to any Taxes of any of the Companies, and no Company is currently a party to any agreement with a Taxing Authority extending the time
with respect to a Tax assessment or deficiency.


 


(m)
No Company is subject to any private letter ruling of the Internal Revenue Service relating to any Company or comparable ruling of any
other Taxing Authority, and no request for any such ruling by or on behalf of any Company is pending with any Taxing Authority.


 


(n)
No Company is subject to Tax, or has a permanent establishment, in any foreign jurisdiction.


 


(o)
Interests in each Company is not, and has not been for the five-year period ending at the Closing, a “United States Real Property
Interest” within the meaning of Section 897 of the Code.


 


(p)
There are no Liens for Taxes on any interests in any of the Companies.


 


(q)
No Company (i) is a party to any Contract that is properly treated as a partnership for Tax purposes, (ii) is, or has ever held an ownership
interest in, a “disregarded entity” or partnership within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii)
for U.S. federal income Tax purposes, and (iii) holds or has ever held an ownership interest in, (A) a “controlled foreign corporation”
within the meaning of Section 957 of the Code or (B) a “passive foreign investment company” within the meaning of Section
1297 of the Code.


 


(r)
No Company has elected to have the rules of Code Sections 6221-6241 (as amended by the Bipartisan Budget Act of 2015) apply to a pre-2018
tax year.


 


(s)
Each Company is registered for sales and similar Taxes in accordance with applicable Law.


 


(t)
Schedule 3.15(u) of the Disclosure Schedules sets forth a true, correct and complete list of elections that have been made (or
are pending) and actions that have been taken (or are pending) by any Company pursuant to Sections 2301-2308 of the CARES Act or Sections
7001-7005 of the Families First Act.


 


Section
3.16 Indebtedness. Except as set forth in Section 3.16 of the Disclosure Schedules, the Companies have no obligations or
liabilities in respect of Indebtedness. For each item of Indebtedness disclosed thereon, Section 3.16 of the Disclosure Schedules
correctly sets forth the primary Contracts governing the Indebtedness, the principal amount of the Indebtedness as of the date of this
Agreement, and the creditor.


 




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Section
3.17 Labor and Employment Matters .


 


(a)
Section 3.17(a) of the Disclosure Schedules sets forth a true and complete list of all persons who are employees of the Companies
as of the date hereof, including any employee who is on a leave of absence of any nature, and sets forth for each individual the following:
(i) employee name; (ii) title or position (including whether full-time or part-time); (iii) hire or engagement date; and (iv) annual
base compensation rate or contract fee as well as any overtime and commission, bonus and other incentive-based compensation in effect
immediately prior to the closing.(the “Historical Compensation Rates”). Section 3.17(a) of the Disclosure Schedules
identifies any employee on leave or the reason for any identified leave. Except as disclosed in Section 3.17(a) of the Disclosure
Schedules, the Companies do not have any temporary employees or independent contractors performing services at any of the Companies’
restaurant locations.


 


(b)
The Companies are not a party to any labor or collective bargaining Contract that pertains to employees of the Companies. There are no,
and there have been no, organizing activities or collective bargaining arrangements that could affect the Companies, pending or under
discussion with any labor organization or group of employees of the Companies. There is no and
there has been no, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the Knowledge of the Sellers,
threatened against or affecting the Companies, nor is there, to the Knowledge of the Sellers, any basis for any of the foregoing. There
is no pending or, to the Knowledge of the Sellers, threatened union grievances or union representation questions involving employees
of the Companies.


 


(c)
All employees of the Companies, are or were during their employment authorized for employment by the Companies in the United States in
accordance with the Immigration and Naturalization Act, as amended, and the regulations promulgated thereunder. No allegations of immigration-related
unfair employment practices have been made, or to the Knowledge of the Sellers and the Companies, threatened with the Equal Employment
Opportunity Commission or the Special Counsel for Immigration-Related Unfair Employment Practices, or any other Governmental Authority.
The Companies have completed and retained in accordance with all Applicable Law and regulations a Form I-9 for all employees working
in the United States for the Companies.


 


(d)
Each Company is, and has been, in compliance in all material respects with all Applicable Law respecting employment, including those
Laws concerning discrimination or harassment prohibitions, terms and conditions of employment, termination of employment, wages, overtime
compensation, pay cards, payroll stubs, classification as exempt and non-exempt, span of hours, occupational safety and health, employee
whistle-blowing, immigration, employee privacy including the use of biometric data, disability and related accommodations, pay equity,
background checks, leaves of absence, drug testing, use of lawful substances, paid sick leave and vacation, training obligations, employment
practices, payment of expenses, and classification of employees, consultants and independent contractors. Each Company is not, and has
not, engaged in any unfair labor practice, as defined in the National Labor Relations Act or other Applicable Law. No unfair labor practice
or labor charge or complaint is pending or, to the Knowledge of the Sellers and the Companies, threatened with respect to the Companies
before the National Labor Relations Board or any other Governmental Authority.


 




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(e)
Each of the Companies have withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such
Governmental Authority all amounts required to be withheld from employees of the Companies and is not liable for any arrears of wages,
taxes, penalties or other sums for failure to comply with any Applicable Law relating to the employment of labor. Each of the Companies
have paid in full to all its employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits
and other compensation due to or on behalf of such employees.


 


(f)
Each Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to
employees or employment practices. Neither the Companies, nor any of its officers have received any notice of intent by any Governmental
Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Companies and, to the
Knowledge of the Sellers and the Companies, no such investigation is in progress.


 


(g)
To the Knowledge of the Sellers and the Companies, no current management-level employee or officer of the Companies intends to terminate
his or her employment relationship with the Companies following the consummation of the Transactions. All employees of the Companies
are employed on an at-will basis.


 


(h)
None of the Companies have effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification
Act of 1988, as amended (the “WARN Act”) (i) affecting any site of employment or one or more facilities or operating
units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act)
in connection with the Companies affecting any site of employment or one or more facilities or operating units within any site of employment
or facility and (iii) the Companies have not been affected by any transaction or engaged in layoffs or employment terminations sufficient
in number to trigger application of any similar state, local or foreign law.


 


(i)
None of the Companies have incurred, and would not reasonably be expected to incur, any material liability under applicable Law with
respect to any misclassification of any person as an independent contractor rather than as an employee, or as an exempt employee rather
than a non-exempt employee.


 


(j)
During the three (3) years immediately preceding the date hereof, there have been no allegations of sexual harassment or sexual misconduct
involving any current or former manager, officer, or employee of the Companies. The Companies have not entered into any settlement agreements
related to allegations of sexual harassment or sexual misconduct by any current or former manager, officer, or employee of the Companies.


 


(k)
Except as set forth in Section 3.17(k) of the Disclosure Schedules, the Companies have no pending litigation, arbitration, or
administrative charge relating to applicable labor and employment Laws.


 




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(l)
Each Company (i) has properly classified its employees and (ii) no employee has complained about misclassification under state and federal
wage and hour laws.


 


(m)
Each of the Companies meets all Connecticut and federal mandatory standards required to maintain a safe workplace and, except as set
forth on Section 3.17(m) of the Disclosure Schedules, no employee has suffered an injury requiring medical treatment in connection
with his or her employment with any Company.


 


Section
3.18 Employee Benefit Matters.


 


(a)
Company Plans. Section 3.18(a) of the Disclosure Schedules lists all Employee Plans that the Companies sponsor or maintain,
or to which the Companies contribute or are obligated to contribute, or which covers the Companies’ employees, agents, leased employees,
directors, officers, shareholders or independent contractors (in each case either current or former) and for which the Companies have
or may have any Liability (each a “Company Plan”). With respect to each Company Plan, the Companies have made available
to Purchaser accurate and complete copies of each of the following, to the extent applicable: (i) the plan document together with all
amendments thereto as legally required under ERISA, and all material contracts relating thereto (including the applicable trust agreement,
investment management agreement(s), administrative service contracts or insurance contract or other funding contract); (ii) any summary
plan descriptions (as currently in effect) and any summary of material modifications; (iii) in the case of any plan that is intended
to be qualified under Code Section 401(a), the most recent determination or opinion letter from the IRS; (iv) in the case of any plan
for which Forms 5500 are required to be filed, the three (3) most recently filed Forms 5500 and accompanying schedules and attachments;
(v) the most recent actuarial valuation, if applicable, and latest financial statements for each of the Company Plans; (vi) the three
(3) most recent Forms 1094-C, if applicable; and (vii) any correspondence with any Governmental Authorities (i.e., Internal Revenue Service,
Department of Labor or Pension Benefit Guaranty Corporation) within the last three (3) years.


 


(b)
Plan Qualification; Plan Administration. (i) Each Company Plan that is intended to be qualified under Section 401(a) of the Code
is the subject of a favorable determination or opinion letter to the effect that the form of such plan is so qualified, and nothing has
occurred that would be reasonably expected to adversely affect the qualified status of any such Company Plan in such a manner that would
result in a Material Adverse Effect; and (ii) each Company Plan has been established, administered and maintained in compliance (both
in form and operation) in all material respects in accordance with its terms and all Applicable Law.


 


(c)
All Contributions and Premiums Paid. Except as would not have a Material Adverse Effect, all required contributions, assessments
and premium payments on account of each Company Plan have been made in accordance with the terms and conditions thereof and Applicable
Law, and any contribution assessment and premium payment not yet due prior to the Closing have been accrued on the financials in accordance
with GAAP.


 




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(d)
Claims. No Action, suit, proceeding, audit or investigation with respect to the administration or the investment of the assets
of any Company Plan (other than routine claims for benefit) is pending or, to the Knowledge of the Sellers and the Companies, threatened.
To the Knowledge of the Sellers and the Companies, there are no facts which could reasonably be expected to give rise to any such Action,
suit, proceeding, audit or investigation (other than routine claims for benefit) which would result in a material Liability. Neither
the Companies nor, to the Knowledge of the Sellers and the Companies, any ERISA Affiliate of the Companies nor any of their employees,
members, managers, shareholders, or directors have engaged in any transaction in connection with which any of them would be subject either
to a civil penalty assessed pursuant to Section 502 of ERISA or a tax imposed by Section 4975 of the Code. There have been no “prohibited
transactions” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) for which no exemption is available with
respect to any Company Plan.


 


(e)
No Liability. Except as otherwise set forth on Section 3.18(e) of the Disclosure Schedules, neither the Companies nor any
ERISA Affiliate thereof maintains, or within the past six (6) years maintained, is a participating employer in or contributes to or has
any Liability with respect to any employee benefit plan (as such term is defined in Section 3(3) of ERISA) that is (i) subject to Title
IV of ERISA, or (ii) subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code. Except as otherwise
set forth on Section 3.18(e) of the Disclosure Schedules, neither the Companies nor any ERISA Affiliate thereof sponsors or contributes
to, or has within the past six (6) years sponsored or been required to contribute to or has any Liability with respect to: (A) a multiemployer
plan (as defined in Section 4001(a)(3) of ERISA), (B) any multiple employer plan (within the meaning of Section 4063 or Section 4064
of ERISA), a (C) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA); or (D) an employee welfare benefit Plan
(as defined in Section 3(1) of ERISA) that is a self-insured group health plan.


 


(f)
Retiree Benefits; Certain Welfare Plans. Except to the extent required under Section 601 et seq. of ERISA or Section 4980B
of the Code, or similar state or local law, no Company Plan provides medical, or life insurance benefits or coverage following retirement
or other termination of employment.


 


(g)
ACA Compliance. The Companies are in material compliance with the applicable requirements of the Patient Protection and Affordable
Care Act of 2010, as amended (“ACA”), including all requirements related to eligibility waiting periods and the offer
of or provision of minimum essential coverage that is compliant with Section 36B(c)(2)(C) of the Code and the regulations issued thereunder
to full-time equivalent employees as defined in Section 4980H(c)(4) of the Code and the regulations issued thereunder. No material excise
tax or penalty under the ACA, including Section 4980D and 4980H of the Code, is outstanding, has accrued, has arisen or could reasonably
arise with respect to any period prior to the Closing, with respect to the Companies or any Company Plan. The Companies have maintained
all records necessary to demonstrate compliance with the ACA and other similar applicable state or local Law.


 


(h)
Code Section 280G. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either
alone or upon the occurrence of any additional or subsequent events) result in any payment or benefit that will or may be made that will
constitute an “excess parachute payment” within the meaning of Section 280G(b) of the Code and the regulations thereunder.
The Companies do not have any contracts or obligations (oral or written) to provide a “gross-up” to any employee, officer
or director with respect to excise taxes under Section 4999 of the Code.


 




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(i)
Code Section 409A. Each Company Plan (if any) that is subject to Section 409A of the Code has been operated and maintained in
all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. The
Companies do not have any contracts or obligations (whether oral or written) to provide a “gross-up” with respect to excise
taxes under Section 409A of the Code.


 


(j)
No Additional Benefits Triggered Upon Consummation of Agreement. Neither the execution of this Agreement nor the consummation
of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute
an event under any Company Plan that will or could result in any payment’s (whether of severance pay or otherwise) acceleration,
forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or
former service provider to the Companies.


 


(k)
Termination Rights of Company Plans. There has been no act or omission that would impair the ability of the Companies (or any
successor thereto) to unilaterally amend or terminate any Company Plan in accordance with its terms. The Companies have not made any
announcements, promises or agreements to adopt any new Company Plan or amend any current Company Plan in a manner that would result in
a material Liability to the Companies.


 


Section
3.19 Environmental Matters. Each Company (a) is in compliance with all Environmental Laws applicable to it, except where the failure
to be in compliance would not have a Material Adverse Effect, and (b) has all permits, authorizations and approvals required under applicable
Environmental Laws, except where the failure to have such permits, authorizations and approvals would not have a Material Adverse Effect,
and is in compliance with the respective requirements of such permits, authorizations and approvals, except where the failure to be in
compliance would not have a Material Adverse Effect. There is not now pending or threatened in writing, any action against the Companies
in connection with any past or present noncompliance with such Environmental Laws, except in each of the foregoing cases with respect
to actions that would not have a Material Adverse Effect. There has been no release by any of the Companies of any material amount of
any Hazardous Substance on, upon, into or from any site currently or formerly owned or leased by any Company, except for any such releases
that would not have a Material Adverse Effect. To the Knowledge of the Sellers and the Companies, there has been no Hazardous Substance
generated by the Companies that has been disposed of at any site that has been included in any published U.S. federal, state or local
“superfund” site list or any other similar list of hazardous or toxic waste sites published by any Governmental Authority
in the United States.


 


Section
3.20 Insurance Matters. Section 3.20 of the Disclosure Schedules sets forth a list of all current insurance policies and
fidelity bonds maintained by or providing coverage for the Companies. The Companies have made available to Purchaser accurate and complete
copies of all such policies or bonds. With respect to each such insurance policy and fidelity bond, (a) such policy or bond is valid,
binding and in full force and effect; (b) the Companies have complied in all material respects with the terms and conditions thereof
(including the timely payment of all premiums due thereunder); and (c) there has not been and is not currently pending any claim thereunder
as to which coverage has been questioned, denied or disputed in writing by the underwriters of such policy or bond. The representations
and warranties set forth in this Section 3.20 do not apply to insurance maintained or provided in connection with any Employee
Benefit Plan.


 




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Section
3.21 Suppliers. Section 3.21 of the Disclosure Schedules sets forth a list of the material suppliers of the Companies based
on expenditures made by the Companies during the year ended December 31, 2020 (collectively, the “Top Suppliers”).
As of the date hereof, none of the Companies have received any written notice from any Top Supplier to the effect that such Top Supplier
(a) requires material and adverse modifications to any of the material terms on which such Top Supplier conducts business with the Companies
as a condition to continuing such business relationship, or (b) is terminating or cancelling its business relationship with the Companies.


 


Section
3.22 Related Party Transactions. Except as set forth in Section 3.22 of the Disclosure Schedules, the Companies are not
and, to the Knowledge of the Sellers and the Companies, no Affiliate, officer or director (or the equivalent) of any Company is a party
to any material agreement or transaction with any Company other than (a) with respect to the payment of compensation to, terms of employment
for and/or indemnification of officers and directors (or the equivalent), and (b) the Companies’ Governing Documents.


 


Section
3.23 Bank Accounts. Section 3.23 of the Disclosure Schedules sets forth with regard to each bank account, safety deposit
box and lock box of any Company, the name of such Company, the name of the institution where such account is maintained, the account
number, a list of the authorized signatories and its purpose. Other than the accounts listed on Section 3.23 of the Disclosure
Schedules, no Company maintains any accounts, lockboxes or safe deposit boxes at any bank, trust company, savings institution, brokerage
firm or other financial institution.


 


Section
3.24 No Broker. Except for Lisiten Associates, the fees and expenses of which is solely the Sellers’ responsibility, no
broker, finder, investment banker or other intermediary is entitled, or has claimed to be entitled, to any fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or on behalf of the Companies or the Sellers.


 


Section
3.25 Company Owned Restaurants. Each Company that owns or operates a Pokémoto®
restaurant, as set forth on Section 3.25 of the Disclosure Schedules, has operated such restaurant in material compliance with all Applicable
Law.


 


Section
3.26 Anti-Corruption. None of the Sellers or the Companies engages in money laundering or terrorist financing activities and does
not earn revenue from any activity that may contravene any anti-money laundering or anti-bribery laws, regulations or legislation applicable
to such Seller or Company.


 




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Article
IV


REPRESENTATIONS
AND WARRANTIES OF PURCHASER


 


Purchaser
hereby represents and warrants to the Sellers as of the date hereof and as of the Closing as follows:


 


Section
4.1 Organization. Purchaser (a) is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada; and (b) has the requisite organizational power and authority to own, lease or otherwise hold its assets and properties and
to carry on its business as currently conducted, except where any such failure to have such power and authority would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to perform its obligations
hereunder or to timely consummate the transactions contemplated hereby.


 


Section
4.2 Authorization. The execution, delivery and performance by Purchaser of this Agreement and each Ancillary Agreement to which
Purchaser is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby are within Purchaser’s
organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of Purchaser.
This Agreement has been, and each Ancillary Agreement to be executed and delivered by Purchaser at the Closing will be, duly and validly
executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by the Sellers) this Agreement constitutes,
and each such Ancillary Agreement when so executed and delivered (assuming due authorization, execution and delivery by the other parties
thereto) will constitute, the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their
respective terms, subject to the Enforceability Exceptions.


 


Section
4.3 Non-contravention.


 


(a)
Assuming the Consents referred to in Section 4.3(b) are obtained, made or given, the execution, delivery and performance by Purchaser
of this Agreement and each Ancillary Agreement to which Purchaser is a party and the consummation by Purchaser of the transactions contemplated
hereby and thereby do not and will not conflict with, result in a breach of the terms, conditions or provisions of, constitute a default
(with or without notice or lapse of time or both) under, require any Consent or other action by any Person under, or give rise to any
right of acceleration, amendment, termination or cancellation or to a loss of any right or benefit under, (i) any provision of the Governing
Documents of Purchaser, (ii) any Applicable Law or (iii) any Contract to which Purchaser is a party or by which Purchaser or any of its
assets or properties is bound, other than, in the case of the foregoing clauses (ii) and (iii), any such items that would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to perform its obligations
hereunder or to timely consummate the transactions contemplated hereby.


 


(b)
The execution, delivery and performance by Purchaser of this Agreement and each Ancillary Agreement to which Purchaser is a party and
the consummation by Purchaser of the transactions contemplated hereby and thereby do not and will not require any Consent of, with or
to any Governmental Authority, other than any (i) Consents not required to be obtained, made or given until after the Closing or (ii)
Consents the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material
adverse effect on Purchaser’s ability to perform its obligations hereunder or to timely consummate the transactions contemplated
hereby


 




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Section
4.4 Legal Proceedings. There is no Action pending or, to the knowledge of Purchaser, threatened against Purchaser that challenges
the validity of this Agreement or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated
hereby.


 


Section
4.5 Solvency. Assuming the accuracy in all material respects of the representations and warranties of the Sellers set forth in
ARTICLE III, immediately after giving effect to the consummation of the transactions contemplated hereby (including the making
of the payment of the cash portion of the Purchase Price), Purchaser and the Companies will be Solvent as of the date of the Closing.


 


Section
4.6 No Broker. Except for Command Project Management, Inc., the fees and expenses of which is solely Purchaser’s responsibility,
no broker, finder, investment banker or other intermediary is entitled or has claimed to be entitled to any fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or on behalf of Purchaser.


 


Section
4.7 Investment Intent. Purchaser is acquiring the Interests for investment purposes only for its own account and not with a view
to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act. Purchaser acknowledges that the
Interests have not been registered under the Securities Act or any other Applicable Law and that the Interests may not be sold, transferred,
pledged, hypothecated or otherwise disposed of except pursuant to the registration provisions of the Securities Act or other Applicable
Law or pursuant to an applicable exemption from such registration provisions. Purchaser is an “accredited investor” as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act. Purchaser (either alone or together with its advisors) has sufficient
knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in
the Interests and is capable of bearing the economic risks of such investment.


 


Article
V


COVENANTS


 


Section
5.1 Conduct of the Business.


 


(a)
Affirmative Covenants. Notwithstanding anything to the contrary, the Net Working Capital of the Companies and the Contracting
Affiliates as of the Closing Date shall, in the aggregate, be a positive amount. Each of
the Sellers covenant that, on or prior to the Closing, the Companies and the Contracting Affiliates shall have repaid all Indebtedness
other than indebtedness under the PPP Loans to the extent such funds were used to pay forgivable expenses.


 




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(b)
Negative Covenants. Each of the Sellers hereby covenants that they own the entire issued and outstanding Interest each of the
Companies, and except as expressly provided in this Agreement, they have not undertaken any actions that would (i) dilute their ownership
of the Interest, (ii) create any Lien (other than a Permitted Lien) on any of the assets or properties of the Companies, (iii) amend
in a manner adverse to the Companies or voluntarily terminate (other than expiration in accordance with its terms) any Material Contract,
settle or compromise any material claim under any Material Contract or, except in the Ordinary Course, enter into any new Contract that,
if entered into prior to the date hereof, would have been a Material Contract, or (iv) reduce the Net Working Capital of the Companies
and the Contracting Affiliates so that the aggregate Net Working Capital is not a positive amount.


 


Section
5.2 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each Party shall use commercially
reasonable efforts to take, or cause to be taken, all actions, to execute, deliver and file, or cause to be executed, delivered and filed,
all documents and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things reasonably necessary,
proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions
contemplated hereby, including (at the Sellers’ sole cost and expense) obtaining, making or giving all Consents of, with or to
a Governmental Authority or other third party necessary to consummate the transactions contemplated hereby and taking all steps to avoid
any action or proceeding by, any Governmental Authority; provided, however, that none of the Sellers, the Companies or
any of their respective Representatives shall have any obligation to compensate any third party, commence, defend or participate in any
litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any Consents of third parties.


 


Section
5.3 Support Obligations. To the extent any Company’s obligations under any Leases of Leased Real Property are supported
by guarantees, letters of credit, cash or similar support provided by any or all of the Sellers (as applicable, “Support Obligations”),
Purchaser shall use commercially reasonable efforts, including offering substitute guarantees, letters of credit, cash or similar support
of or procured by Purchaser or any of its Affiliates, to ensure that, effective as of the Closing Date, the Sellers shall be released
from all Liabilities arising out of, relating to or in connection with each Support Obligation regarding such Leases and Leased Real
Property, and, regardless of whether any Seller has been released from such Liabilities, Purchaser and each of the Companies shall jointly
and severally indemnify, hold harmless and immediately reimburse the Sellers for and from any such Liabilities from and after the Closing.
The Sellers shall cooperate (it being understood that such cooperation shall not include any requirement to pay any consideration or
offer or grant any financial accommodation) in all reasonable respects with Purchaser’s efforts.


 


Section
5.4 Confidentiality. Except as required by Applicable Law, the Parties shall treat, and shall cause their respective Representatives
to treat, all nonpublic information obtained in connection with this Agreement and the transactions contemplated hereby as confidential
in accordance with the terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement are hereby incorporated by
reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate.
If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and
effect in accordance with its terms.


 




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Section
5.5 Transfer Taxes. All Transfer Taxes incurred in connection with the transactions contemplated hereby shall be paid 50% by Purchaser
and 50% by the Sellers when due. Purchaser and the Sellers shall, at their joint expense, file all necessary Tax Returns and other documentation
with respect to all such Transfer Taxes and, if required by Applicable Law, the Sellers shall, and shall cause its Affiliates to, join
in the execution of any such Tax Returns and other documentation. The Parties shall cooperate (to the extent commercially reasonable
and practicable) in timely providing each other with such certificates or forms as may be necessary or appropriate to establish an exemption
from or otherwise reduce or eliminate, and in timely filing Tax Returns with respect to, any Transfer Taxes. The Sellers and Purchaser
shall jointly control any Tax Contests with respect to Transfer Taxes.


 


Section
5.6 Public Announcements. The Sellers and Purchaser agree to communicate with each other and cooperate with each other prior to
any public disclosure prior to the Closing of the transactions contemplated by this Agreement. Without the prior written consent of the
other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, no Party shall issue or make prior to the Closing
any report, statement or release to the public (including employees, customers and suppliers of the parties) with respect to this Agreement
or the transactions contemplated hereby, except for any filings required by Applicable Law (provided, that, the party required to make
any such filing shall have afforded the other Parties, for a reasonable period prior to the making of such filing, a reasonable opportunity
to review and comment upon the intended form and substance of such filing). No public disclosure of the identities of the Sellers shall
be made by any Party or any of its respective Affiliates prior to, at or after the Closing, without the consent of the Sellers, except
to the extent required by Applicable Law (provided, that, the party required to make any such disclosure shall have afforded such owners,
for a reasonable period prior to the making of such disclosure, a reasonable opportunity to review and comment upon the intended form
and substance of such disclosure). Except as required by law, under no circumstances shall any public announcement disclose the financial
terms of the contemplated transactions.


 


Section
5.7 Further Assurances. At any time and from time to time following the Closing, at the request of any Party and without further
consideration, each Party shall execute and deliver, or cause to be executed and delivered, such further documents and instruments and
shall take, or cause to be taken, such further actions, to the extent permitted by Applicable Law, as any other Party may reasonably
request or as otherwise may be necessary or desirable to evidence and make effective the transactions contemplated hereby.


 


Section
5.8 Employee Matters.


 


(a)
Continuing Employment. The Parties acknowledge and agree that the employment of the Company Employees by the Companies shall not
be terminated by reason of the transactions contemplated hereby and the Company Employees shall remain employed by the Companies immediately
after the Closing. The Parties further acknowledge that the Company Employees are “at-will” employees, and may be terminated
at any time or for any reason by the Companies.


 


(b)
Vacation and Paid Leave. From and after the Closing, Purchaser shall, and shall cause its Affiliates (including the Companies)
to, assume and honor all accrued but unused vacation, sick leave and other paid time-off of each Company Employee that remains employed
by the Companies (or Purchaser or any of its Affiliates other than the Companies) (each, a “Continuing Employee”).


 




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(c)
Communications. Prior to the Closing, any employee notices or communication materials (including website postings) from Purchaser
or its Affiliates to the Continuing Employees, including notices or communication materials with respect to employment, compensation
or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated hereby or employment
after the Closing, shall be subject to the prior review and comment of the Sellers.


 


(d)
No Third Party Beneficiaries. Without limiting the generality of Section 8.7, the provisions of this Section 5.8(d)
are solely for the benefit of the Parties, and nothing contained in this Section 5.8(d), whether express or implied, (i) shall
create any third party beneficiary or other rights in any Person (including any Continuing Employee or any dependent or beneficiary thereof)
in respect of the terms and conditions of continued employment with, or any compensation or benefits that may be provided by, Purchaser
or any of its Affiliates (including the Companies) after the Closing; (ii) shall be deemed to establish or amend any employee benefit
or compensation plan, program, agreement or arrangement for any purpose; or (iii) subject to compliance with this Section 5.8 (d),
shall alter or limit the ability of Purchaser and its Affiliates to terminate the employment of any Continuing Employee or to amend,
modify or terminate any employee benefit or compensation plan, program, agreement or arrangement at any time.


 


Section
5.9 Release. For and in consideration of the performance by Purchaser under this Agreement, from and after the Closing Date, each
Seller, on behalf of himself or herself and his or her heirs, successors, trustees, executors, administrators, assigns and any other
Person that may claim by, through or under such Seller (the “Releasing Parties”), hereby fully, finally and irrevocably
releases, acquits and forever discharges Purchaser, the Companies, and each of their respective officers, directors, partners, general
partners, limited partners, managing directors, members, stockholders, trustees, shareholders, Representatives, employees, principals,
agents, Affiliates, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal
or legal Representatives, insurers and attorneys of any of them, in each case, in such Person’s capacity as such (collectively,
the “Released Parties”) from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action,
damages, demands, liabilities, obligations, costs, expenses, and compensation of every kind and nature whatsoever, past, present, or
future, at law or in equity, whether known or unknown, contingent or otherwise, which such Releasing Parties, or any of them had, has,
or may have had at any time in the past until and including the date of this Agreement against the Released Parties, or any of them,
which relate to or arise out of such Releasing Party’s relationship with any of the Companies prior to the Closing or such Releasing
Party’s rights or status as an equity holder, officer, manager or director of the Companies (collectively, for the purposes of
this Section 5.9, but excluding the matters in the following proviso, “Causes of Action”); provided, that nothing
set forth in this Section 5.9 shall relieve any Released Party for Causes of Action arising from or in connection with (i) this
Agreement, or any other Ancillary Agreements entered into by any Releasing Party in connection with its, his or her entry into this Agreement
and the transactions contemplated hereby and thereby and (ii) any employment related matters including compensation or benefits with
respect to any Releasing Party who is also an employee of any Company as of the Closing, including, without limitation, amounts due to
any such Releasing Party as salary or other compensation due and unpaid, and unreimbursed business expenses.


 




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Section
5.10 Tax Matters.


 


(a)
Preparation and Filing of Pre-Closing and Post-Closing Period Tax Returns.


 


(i)
Sellers shall cause the Companies to prepare and file all Tax Returns in respect of the Companies that relate to taxable periods ending
on or before the Closing Date but are filed after the Closing Date. Such Tax Returns shall be prepared and filed timely and on a basis
consistent with existing procedures for preparing such returns and in a manner consistent with prior practice with respect to the treatment
of specific items on the Tax Returns, unless such treatment does not have sufficient legal support. The Sellers shall pay, or cause to
be paid, all Taxes shown on such Tax Returns to be due (not reduced by any payments that have been made after the Closing). Sellers shall
permit the Purchaser to review and reasonably comment upon such Tax Returns and shall consider such comments in good faith. 


 


(ii)
Purchaser shall cause the Companies to prepare and timely file, or cause to be prepared and timely filed, any Tax Return (a “Straddle
Period Tax Return”) required to be filed in respect of the Companies for a Straddle Period. Purchaser shall permit the Sellers
to review and reasonably comment on such Tax Returns. Taxes in respect of the Companies shall be allocated between the Sellers and Purchaser
in accordance with Section 5.10(c) below. Any Tax that is allocated to a Pre-Closing Period, shall be paid by the Sellers to Purchaser
within ten(10) Business Days.


 


(b)
Cooperation in Filing Tax Returns. Purchaser on the one hand, and the Sellers on the other, shall, and shall each cause their respective
Affiliates to, provide to the other Party such cooperation and information, as and to the extent reasonably requested, in connection
with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or
a right to refund of Taxes, or in conducting any audit or other Tax Contest with respect to Taxes. Such cooperation and information shall
include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant
work papers, relevant documents relating to rulings and other determinations by Taxing Authorities, and relevant records concerning the
ownership and Tax basis of property, which any such party may possess. Each Party will retain all Tax Returns, schedules, work papers,
and all material records and other documents relating to Tax matters of the Companies (that is in its possession) for the Tax period
first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the applicable statute of
limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax
Returns and other documents relate and (ii) five (5) years following the due date (without extensions) for such Tax Returns. Thereafter,
the Party holding such Tax Returns or other documents may dispose of them provided that such Party shall give to the other Party at least
thirty (30) days’ written notice of such disposal and providing the other Party with the opportunity to copy (at such other Party’s
cost) such Tax Returns or other documents.


 




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(c)
Allocation of Certain Taxes.


 


(i)
If a Company is permitted but not required under applicable federal, state, local, or non-U.S. income Tax Laws to treat the Closing Date
as the last day of a taxable period, then the Parties shall treat that day as the last day of a taxable period.


 


(ii)
In the case of Taxes that are payable for a Straddle Period, except as provided in Section 5.10(c)(iii), the allocation of such Taxes
between the Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books as of the end
of the Closing Date.


 


(iii)
In the case of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal
property or similar ad valorem Taxes that are payable for a Straddle Period, the portion of such Tax which relates to the Pre-Closing
Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is
the number of days in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Period. However, any
such Taxes attributable to any property that was owned by a Company at some point in the Pre-Closing Period, but is not owned as of the
Closing Date shall be allocated entirely to the Pre-Closing Period.


 


(d)
Termination of Tax Sharing Agreements. The Sellers shall ensure that any and all Tax Sharing agreements or similar agreements or
arrangements binding any Company shall be terminated on or before the Closing Date and after the Closing Date, the Companies shall have
no obligation to make any payments in respect thereof to any Person for any period.


 


(e)
Audits. If any Taxing Authority issues to a Company (A) a written notice of its intent to begin a Tax Audit with respect to Taxes
of the Companies for any Pre-Closing Period or (B) a written notice of deficiency for Taxes for any Pre-Closing Period, Purchaser shall
notify the Sellers of the receipt of such communication from the Taxing Authority.


 


(f)
Tax Contests. Purchaser shall control any Tax Contest in respect of any Tax Return or Taxes of any Company; provided, however, that
(i) the Sellers, at the Sellers’ sole cost and expense, shall have the right to participate in and assume control, diligently and in
good faith, of any such Tax Contest to the extent it relates solely to a Tax Return filed for a Tax Period ending on or before the Closing;
(ii) Purchaser shall not allow any of the Companies to settle or otherwise resolve any Tax Contest if such settlement or other resolution
results in any amount of Taxes which the Sellers would be required to indemnify without the consent of the Sellers, which consent shall
not be unreasonably withheld, conditioned or delayed; and (iii) the Sellers shall keep Purchaser reasonably informed regarding the status
of any Tax Contest it is controlling, Purchaser shall have the right to participate in such Tax Contest and the Sellers shall not, and
shall not allow the Company, to settle, abandon or otherwise resolve any Tax Contest without the consent of Purchaser, which consent
shall not be unreasonably withheld, conditioned or delayed. This Section 5.10(f) shall govern Tax Contests and any other Section in this
Agreement to the extent they are inconsistent.


 




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(g)
Amendments of Tax Returns. A Company shall not amend any Tax Return that relates to a Tax period that ends on or prior to the Closing
without prior written consent of the Sellers, which consent shall not unreasonably be withheld, delayed or conditioned. Purchaser will
not unreasonably withhold consent to Sellers’ request to amend Tax Returns for pre-closing Tax Periods to obtain the benefit of
any employee retention tax credits or similar credits for some or all of the Companies for such periods. If any Tax Returns are so amended,
the benefit thereof shall be allocated to the Sellers.


 


Section
5.11 Restrictive Covenants. The Sellers hereby acknowledge that each is familiar with and has access to the Company’s and
the Business’ trade secrets and other Confidential Information, goodwill and other legitimate business interests. Each Seller acknowledges
and agrees that the covenants set forth in this Section 5.11 are a material inducement to Purchaser to enter into this Agreement
and to perform its obligations hereunder, that Purchaser and its Subsidiaries, including, after Closing, the Companies, would be irreparably
damaged if such Person were to breach any such covenants, and that any such breach by any Seller would result in a significant loss of
goodwill by Purchaser and the Companies. Therefore, in further consideration of the amounts to be paid hereunder for the Interests (including
the goodwill associated therewith), which amounts the Sellers agree and acknowledge are sufficient consideration, each Seller agrees
as follows:


 


(a)
Non-Compete. During the Restricted Period and except as permitted in their Employment Agreement with the Companies, each Seller
will not, directly or indirectly, participate in any manner in any business that engages in or is competitive with the Business, which
is located within fifteen (15) miles of any restaurant operated by the Companies as of the date of this Agreement, the addresses of which
are set forth on Section 3.25 and Section 3.13 of the Disclosure Schedules. For purposes of this Section 5.11, the
term “participate” includes any direct or indirect interest in any enterprise or activity, whether as a stockholder, member,
equity holder, investor, owner, partner, joint venturer, financing source, franchisor, franchisee, executive, employee, agent, consultant,
service provider or otherwise (other than by passive ownership of less than five percent (5%) of the stock of a publicly held corporation)
or rendering any direct or indirect service or assistance to any Person. Each Seller agrees that this covenant is reasonably designed
to protect Purchaser’s substantial investment and is reasonable with respect to its duration, geographical area and scope of activity.
For purposes of clarification, a business that engages in or is competitive with the Business shall not include any restaurant or take-out
food business that does not offer or sell poke bowls (and, for further clarification, Purchaser acknowledges that the Sellers and their
Affiliates operate businesses primarily offering salads, chicken and waffles and boba teas within fifteen (15) miles of certain restaurants
operated by the Companies).


 


(b)
Non-Solicitation; No-Hire. During the Restricted Period, each Seller shall not directly, or indirectly through another Person
(including by participating in any other Person):


 


(i)
hire or engage, or solicit for hiring or engagement, any management-level employee (including without limitation regional managers or
any other salaried employee) or officer of any Company who served as such at any time during the 12-month period prior to the Closing
Date, or induce or attempt to induce any such individual to leave the employment of the Companies or Purchaser or any of their respective
Subsidiaries involved in the operation of the Business, or in any way interfere with the relationship between any of the Companies or
Purchaser and any such individual, or encourage any independent contractor to terminate or materially reduce its relationship with any
of the Companies or Purchaser; provided, however, (A) any general advertisement or general solicitation, directly or through any agent
(including placement and recruiting agencies), that is not directed at such Persons, and (B) the soliciting or hiring of any such Person
who was terminated by Purchaser or its Affiliates (including the Companies) at any time after six (6) months has elapsed following the
date of the termination of such Persons employment or engagement with Purchaser or its Affiliates (including the Companies), in each
case shall not be deemed to be a solicitation in violation of this Section 5.11(b)(i); or


 




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(ii)
solicit or attempt to solicit any Person that is, or was during the twelve (12)-month period immediately preceding the Closing Date,
a vendor, supplier, licensee, licensor or other business relation of the Business in order to induce or attempt to induce such Person
to cease doing or decrease their business with Purchaser or any of the Companies involved in the operation of the Business, in each case,
in respect of the Business.


 


(c)
Confidentiality. Purchaser’s success after the Closing depends upon the continued preservation of the Confidential Information
possessed by each Seller. Accordingly, each Seller hereby agrees with Purchaser that, from and after the date hereof, for a period of
five (5) years, they shall, and shall cause their respective Affiliates, and shall instruct their respective Representatives to (and
shall be responsible for any such Representative’s breach of this Section 5.11(c), without the prior written consent of
Purchaser, keep confidential, not use, not disclose, and take commercially reasonable efforts to prevent the disclosure of, any Confidential
Information, except (i) if required by Applicable Law or requested by judicial or regulatory process to be disclosed, as advised by such
Person’s counsel in writing, and provided that such Person has, to the extent legally permissible, provided Purchaser with prompt
notice of its intent to disclose such Confidential Information so that Purchaser (at Purchaser’s cost) can seek to obtain a protective
order or other assurance of confidential treatment and has reasonably cooperated with Purchaser (at Purchaser’s cost) in connection
therewith, (ii) to comply with Tax, regulatory reporting, audit or other compliance obligations or (iii) to carry out their respective
obligations pursuant to this Agreement or to enforce their respective rights pursuant to this Agreement or any other Ancillary Agreements.
“Confidential Information” for the purposes of this Section 5.11(c) means any confidential or proprietary information
related to the Business or the Company, including personnel information, know-how, data, databases, advertising and marketing plans or
systems, distribution and sales methods or systems, sales and profit figures, customer and client lists, and customer and client information,
but not including information that (y) is or becomes generally available to the public (other than through a breach by any Seller of
any of its confidentiality obligations to any Person or under any Contract, including any obligations hereunder), or (z) the applicable
Seller reasonably demonstrates was independently developed by it or its Representatives without any use of or reliance on any Confidential
Information. For the avoidance of doubt, no Seller or any Affiliate thereof shall be in breach of this this Section 5.11(c) or
shall be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (x) in confidence
to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting
or investigating a suspected violation of law, or (y) in a complaint or other document filed under seal in a lawsuit or other proceeding.


 




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(d)
Enforcement of Restrictive Covenants. Each Seller agrees that (i) the covenants contained in this Section 5.11 are necessary
to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of Purchaser, (ii) nothing shall operate
to extinguish any Seller’s obligations to comply with Section 5.11(a), Section 5.11(b), and Section 5.11(c),
(iii) in the event that any court of competent jurisdiction declares any term or provision of Section 5.11(a), Section 5.11(b)
or Section 5.11(c) to be invalid or unenforceable by reason of its being extended over too great a time, too large a geographic
area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent
permitted by Law, and will be enforceable as so modified, (iv) in the event of any actual or threatened breach of this Section 5.11(d),
Purchaser will have no adequate remedy at Law, (v) Purchaser, in addition to any other remedies available to it at law or in equity,
shall be entitled to seek an injunction, specific performance and other equitable relief to prevent any breach or threatened breach by
any Seller of any term or provision of Section 5.11(a), Section 5.11(b) or Section 5.11(c) without having to post
bond and without the necessity of showing actual damages or showing that monetary damages are inadequate and (vi) the Restricted Period
applicable to the Sellers shall be tolled, and shall not run, during the period of any breach by such Person of any term of provision
of Section 5.11(a) or Section 5.11(b). Each of the Sellers agree that he or she will not oppose the granting of an injunction,
specific performance and other equitable relief when expressly available pursuant to this Section 5.11; provided, however,
that the foregoing shall not prohibit or otherwise limit the Sellers’ ability to defend against a claim that a breach of this Agreement
has occurred. The restrictive covenants set forth in this Section 5.11 shall be construed as agreements independent of any other
provision in this Agreement, and the existence of any claim or cause of action of any Seller against the Companies or Purchaser, whether
predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Companies or Purchaser of any restrictive
covenant set forth in this Section 5.11.


 


Section
5.12 Release of Security Deposits. If, at any time after the Closing Date, a landlord under a Lease to which a Company or Contracting
Affiliate is a party as of the Closing Date (“Existing Leases”) returns to a Company or Contracting Affiliate, on
expiration of the Lease (without renewal), all or any portion of a security deposit that the Company or Contracting Affiliate had paid
to the landlord prior to the Closing (the “Security Deposit”), Purchaser shall cause the receiving Company or Contracting
Affiliate to pay the returned Security Deposit to Sellers, pro rata in proportion to their ownership of the receiving Company or Contracting
Affiliate immediately prior to Closing. Notwithstanding the foregoing, if, on the three (3) year anniversary of the Closing Date, any
Security Deposits held under any of the Existing Leases has not been returned to the applicable Company or Contracting Affiliate, the
Purchaser will cause the applicable Company or Contracting Affiliate to pay the amount of such Security Deposits to Sellers, pro rata
in proportion to their ownership of the applicable Company or Contracting Affiliate immediately prior to the Closing.


 


Section
5.13 PPP Loans. If and to the extent all or any part of the PPP Loans are denied forgiveness, then the principal amounts of the
Promissory Note shall be proportionately reduced by one-half of such non-forgivable amount unless and to the extent such denial was caused
by the failure of a Company to apply for forgiveness on a timely basis after the Closing Date.


 




    	39



     


    

 


Article
VI


CONDITIONS
TO CLOSING


 


Section
6.1 Conditions to the Obligations of the Parties. The respective obligations of each Party to consummate the transactions contemplated
hereby are subject to no Applicable Law or Order prohibiting, enjoining or otherwise challenging the legality or validity of the transactions
contemplated hereby.


 


Section
6.2 Conditions to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated hereby
are subject to the satisfaction in good faith (or, to the extent legally permissible, waiver by the Sellers), at or prior to the Closing,
of each of the following further conditions:


 


(a)
Accuracy of Representations and Warranties.


 


(i)
The representations and warranties of Purchaser contained in this Agreement (other than Purchaser’s Fundamental Representations),
disregarding all qualifications contained therein relating to materiality or material adverse effect, shall be true and correct, in each
case on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representations and warranties
speak expressly as of an earlier date, in which case they shall be true and correct as of such earlier date), except to the extent that
the failure of such representations and warranties to be true and correct would not have, individually or in the aggregate, a material
adverse effect on Purchaser’s ability to perform its obligations hereunder or to timely consummate the transactions contemplated
hereby.


 


(ii)
Purchaser’s Fundamental Representations contained in this Agreement shall be true and correct in all respects in each case on and
as of the Closing Date as if made on and as of the Closing Date (except to the extent any such Fundamental Representations speak expressly
as of an earlier date, in which case they shall be true and correct in all respects as of such earlier date).


 


(b)
Performance of Covenants. Purchaser shall have performed in all material respects all of the covenants and agreements that are
required by this Agreement to be performed by Purchaser at or prior to the Closing.


 


(c)
Closing Certificate. Purchaser shall have executed and delivered to the Sellers a certificate dated the Closing Date, signed by
an authorized officer of Purchaser, certifying to the satisfaction of the conditions set forth in Section 6.2(a) and Section
6.2(b).


 


(d)
Closing Deliverables. The Sellers shall have received the deliveries required pursuant to Section 2.4(c).


 




    	40



     


    

 


Section
6.3 Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby
are subject to the satisfaction in good faith (or, to the extent legally permissible, waiver by Purchaser), at or prior to the Closing,
of each of the following additional conditions:


 


(a)
Accuracy of Representations and Warranties.


 


(i)
The representations and warranties of the Sellers and the Companies contained in this Agreement (other than the Sellers’ and the
Companies’ Fundamental Representations), disregarding all qualifications contained therein relating to materiality or Material
Adverse Effect (other than with respect to Section 3.8(a)), shall be true and correct, in each case on and as of the Closing Date
as if made on and as of the Closing Date (except to the extent any such representations and warranties speak expressly as of an earlier
date, in which case they shall be true and correct as of such earlier date), except to the extent that the failure of such representations
and warranties to be true and correct would not have, individually or in the aggregate, a Material Adverse Effect on the Companies.


 


(ii)
the Sellers’ and the Companies’ Fundamental Representations contained in this Agreement shall be true and correct in all
respects in each case on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such Fundamental
Representations speak expressly as of an earlier date, in which case they shall be true and correct in all respects as of such earlier
date).


 


(b)
Performance of Covenants. The Sellers shall have performed in all material respects all of the covenants and agreements that are
required by this Agreement to be performed by the Sellers at or prior to the Closing.


 


(c)
No Material Adverse Effect. Since the date hereof, no Material Adverse Effect shall have occurred.


 


(d)
Related Party Transactions. All Related Party Transactions shall be terminated and the necessary releases shall be secured by
the Sellers (in form and substance reasonably satisfactory to Purchaser) at or prior to the Closing.


 


(e)
Continued Operation of the Restaurants. None of the restaurants listed on Schedule 3.25 are permanently closed as of the Closing
Date. 


 


(f)
Closing Certificate. The Sellers shall have executed and delivered to Purchaser a certificate dated the Closing Date certifying
to the satisfaction of the conditions set forth in Section 6.3(a), Section 6.3(b), Section 6.3(c), Section 6.3(d),
and Section 6.3(e).


 


(g)
Closing Deliverables. Purchaser shall have received the deliveries required pursuant to Section 2.4(b).


 


Section
6.4 Frustration of Closing Conditions. No Party may rely, whether as a basis for not consummating the transactions contemplated
by this Agreement or terminating this Agreement or otherwise, on the failure of any condition set forth in this ARTICLE VI to
be satisfied if such failure results from or was caused by such Party’s breach of this Agreement.


 




    	41



     


    

 


Article
VII


SURVIVAL
AND INDEMNIFICATION


 


Section
7.1 Survival. The right to assert a claim with respect to any inaccuracy or breach of the representations and warranties
of the Parties hereto contained in this Agreement (and each such representation and warranty) shall survive the Closing until the first
anniversary of the Closing Date, after which no claim may be made or suit instituted seeking indemnification pursuant to this Section
7.1 for any inaccuracy or breach of any such representation or warranty; provided that, the right to assert a claim with respect
any inaccuracy or breach of (i) Section 3.25 shall survive until the four and one/half (4.5) year anniversary of the Closing Date, and
(ii) the Fundamental Representations (and each Fundamental Representation) shall survive the Closing until the six (6) year anniversary
of the Closing Date; provided, further, that the right to assert any claim based on Fraud (and any representations and warranties
breached and rendered materially inaccurate by reason of such Fraud) shall survive the Closing and not be subject to the foregoing time
limitations. The right to assert a claim with respect to any non-fulfillment or breach of the covenants and agreements contained in this
Agreement (and each such covenant and agreement) shall survive the Closing in accordance with their respective terms (including the survival
periods set forth above), after which no claim may be made or suit instituted seeking indemnification pursuant to this Section 7.1
for any non-fulfillment or breach of any such covenant or agreement. Notwithstanding the foregoing, the right to make a claim or
institute a suit seeking indemnification pursuant to this ARTICLE VIII with respect to any inaccuracy, non-fulfillment or breach
of any representation, warranty, covenant or agreement contained in this Agreement (and such representation, warranty, covenant or agreement)
shall survive the time at which its survival would otherwise terminate pursuant to this Section 7.1, if written notice of such
claim shall have been given to the party against whom such indemnity may be sought prior to such time, and such right (and such representation,
warranty, covenant or agreement) shall survive and continue in effect solely with respect to such claim until such claim shall have been
finally resolved or settled. 


 


Section
7.2 Indemnification.


 


(a)
From and after the Closing Date, the Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any
all costs, expenses, losses, damages, fines, penalties, actions, claims or liabilities (including, without limitation, reasonable attorneys’
fees, arbitrators’ fees, expert witness fees, costs of investigation and proof of facts and other costs of litigation or arbitration,
whether or not such litigation or arbitration is commenced) (collectively, “damages”) of any nature whatsoever, asserted
or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise asserted by third parties
(collectively, “Claims”) incurred by any Purchaser Indemnified Parties and arising directly or indirectly from, with
respect to or in connection with: 


 


(i)
breach of any representation and warranty made by Sellers and the Companies in ARTICLE III of this Agreement, including as if
made as of the Closing;


 




    	42



     


    

 


(ii)
breach of any covenant or agreement set forth in this Agreement by the Sellers and the Companies prior to the Closing and any breach
of any covenant or agreement set forth in this Agreement to be performed after the Closing by any Seller;


 


(iii)
all Claims arising from Liabilities incurred by any of the Companies prior to the Closing Date (but excluding any Liabilities for (i)
Indebtedness other than PPP Loans, (ii) accounts payable, accrued payroll expenses and other expenses outstanding on the Closing Date
and included in the calculation of the Adjustment Amount, and (iii) arising or accruing on or after the Closing Date under any of the
Leases or other Contracts; and/or


 


(iv)
any Tax imposed on or relating to any Company (A) with respect to any Pre-Closing Period, and (B) caused or related to the transactions
contemplated by this Agreement.


 


(b)
From and after the Closing Date, Purchaser and the Companies hereby jointly and severally agree to hold each of the Seller Indemnified
Parties harmless from any and all Claims incurred by them arising directly or indirectly from, with respect to or in connection with:



 


(i)
breach of any representation and warranty made by Purchaser in ARTICLE III of this Agreement, including as if made as of the Closing;



 


(ii)
breach of any covenant or agreement by Purchaser prior to the Closing and any breach of any covenant or agreement to be performed after
the Closing by Purchaser or any Company;


 


(iii)
 any Liability arising under any Support Obligations; and/or


 


(iv)
any Tax imposed on or relating to any Company with respect to any Post-Closing Period.


 


Section
7.3 Procedures.


 


(a)
The Party seeking indemnification under ARTICLE VIII (the “Indemnified Party”) agrees to give prompt notice
of its Claim to the party against whom indemnity is sought (the “Indemnifying Party”), stating in reasonable detail
the nature of the inaccuracy or breach or other claim (including identification of the provisions of this Agreement alleged to have been
breached or inaccurate or under which a claim is being made), and shall provide the Indemnifying Party such information with respect
thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party or to the
extent the survival periods stated herein have lapsed. 


 


(b)
The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party at its expense, and,
subject to the limitations set forth in this Section 7.3, shall be entitled to control and appoint lead counsel for such defense,
in each case at its expense; provided that the Indemnifying Party shall not be entitled to control any Third Party Claim (i) that involves
injunctive relief or criminal liability; or (ii) that could have a material impact on the Companies’ future business or prospects.



 




    	43



     


    

 


(c)
If the Indemnifying Party shall assume the control of the defense of any Claim in accordance with the provisions of this Section 7.3,
(i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such
Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Claim or the
settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled
to participate in the defense of such Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such
separate counsel shall be paid by the Indemnified Party.


 


(d)
Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim and shall
furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings,
trials or appeals, as may be reasonably requested in connection therewith.


 


Section
7.4 Limitations. 


 


(a)
Subject to the limitations set forth in Section 7.4(b) below, each Seller shall be responsible for his or her Pro Rata Share of damages
for which Sellers are required to provide indemnification pursuant to Section 7.2(a); provided, however, that if the inaccuracy or breach
of a representation or warranty relates solely and specifically to a particular Seller, or if a particular Seller alone breaches a covenant
or agreement, then only such Seller shall bear responsibility for providing indemnification pursuant to Section 7.2(a). Each Seller’s
“Pro Rata Share” shall mean, as to each of the Companies, such Seller’s share as indicated on Exhibit E hereto.


 


(b)
The maximum liability of each Seller for damages indemnified under Section 7.2(a)(i) shall, with respect to any breach of a representation
or warranty relating to a particular Company, equal such Seller’s Pro Rata Share of the damages arising therefrom not to exceed
the amount as shown on Exhibit E. In no event shall a Seller incur liability for indemnification under Section 7.2(a) for an amount
in excess of such Seller’s Pro Rata Share of the aggregate Purchase Price.


 


(c)
Except in the case of damages awarded to a third party in a Claim for which a Party is required to provide indemnification under Section
7.2, no Indemnifying Party shall be responsible or liable under Section 7.2 for any damages that are consequential, indirect, special
or punitive.


 


Section
7.5 Exclusive Remedy. Except as otherwise provided in this Agreement and except in the case of Fraud, from and after the
Closing, Section 7.2 shall provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement
or other claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties hereto hereby acknowledge
and agree that, from and after the Closing, their sole and exclusive remedy with respect to any and all claims for any breach of any
representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement,
shall be pursuant to the indemnification provisions set forth in this Article 8. From and after the Closing, except for Fraud,
no Indemnified Party may avoid the limitations on liability set forth in this Article 7 by seeking damages for breach of Contract,
tort or pursuant to any other theory of liability; provided, however, that notwithstanding the foregoing, nothing in this Section
7.5 shall limit any party’s right to seek and obtain any equitable relief to which such party may be entitled pursuant to Section
8.11. 


 


Section
7.6 Consideration Adjustment. To the extent consistent with Applicable Law, any amount paid under ARTICLE VIII shall
be treated as an adjustment to the Purchase Price for Tax purposes.


 




    	44



     


    

 


Article
VIII


MISCELLANEOUS


 


Section
8.1 Notices. All notices, requests and other communications to any Party hereunder (a) shall be in writing; (b) shall be deemed
to have been duly given (i) on the date of delivery if delivered personally or by electronic mail (“e-mail”) transmission,
provided that the receiving party delivers written confirmation of receipt of such e-mail transmission (excluding automated replies),
(ii) on the third (3rd) Business Day after being deposited in the United States mail if sent by registered or certified mail,
postage prepaid, return receipt requested or (iii) on the first (1st) Business Day after being deposited with a reputable
overnight courier service; and (c) shall be addressed to each Party at the following addresses (or at such other address for a Party
as shall be specified in a notice given in accordance with this Section 8.1):


 


	If
    to the Sellers, to:	If
    to Purchaser, to:
	 	 
	Dennis
    Bok 	Muscle
    Maker, Inc. 
	PO
    Box 35	240
    W Galveston St #1565
	Marlborough,
    CT 06447	League
    City, TX 77574, USA
	E-mail:  Dennis.Bok@gmail.com	Attention:
    CEO
	 	E-mail:
    Michael.Roper@musclemakergrill.com
	Lisa
    Bok	 
	PO
    Box 35	 
	Marlborough,
    CT 06447	 
	 	 
	William
    Bok	 
	147
    Port 	 
	Irvine,
    CA 92618	 
	 	 
	Thienson
    Nguyen

    Gladys
Longwa
	 
	21
    Traditions Blvd.	 
	Southbury,
    CT 06488	 
	 	 
	With
    a copy (which shall not constitute notice) to:	With
    a copy (which shall not constitute notice) to:
	 	 
	Cohn
    Birnbaum & Shea, P.C.	Cheng
    Cohen LLC
	100
    Pearl Street, 12th Floor	363
    W Erie Street, Suite 500
	Hartford,
    CT 06103	Chicago,
    Illinois, 60654
	Attention:
    Michael F. Mulpeter, Esq.	Attention:
    Michael R. Daigle 
	E-mail:  mmulpeter@cbshealaw.com	E-mail:
    Michael.daigle@chengcohen.com


 




    	45



     


    

 


Section
8.2 Expenses. Except as otherwise expressly set forth herein, each Party shall be responsible for and shall pay all of its own
costs and expenses (including the fees and expenses of its attorneys, accountants, investment bankers and other advisors) incurred in
connection with this Agreement and the transactions contemplated hereby, whether or not the Closing occurs.


 


Section
8.3 Counterparts. This Agreement and the Ancillary Agreements may be executed and delivered (including by facsimile, “portable
document format” or other electronic transmission) in any number of counterparts, each of which shall be deemed to be an original
instrument, and all of which together shall constitute one and the same agreement. For purposes of this Agreement, facsimile or “portable
document format” signatures shall be deemed originals.


 


Section
8.4 Amendments and Waivers. This Agreement may not be amended or waived except by an instrument in writing signed, in the case
of an amendment, by each Party or, in the case of a waiver, by the Party against whom such waiver is to be effective. No course of conduct
or failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


 


Section
8.5 Severability. Each term, provision, covenant or restriction of this Agreement is severable. If any term, provision, covenant
or restriction of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect by a court of
competent jurisdiction or other Governmental Authority, such term, provision, covenant or restriction shall be ineffective to the extent,
but only to the extent, of such invalidity, illegality or unenforceability and the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long
as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such a determination, the Parties shall negotiate in good faith to modify this 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 hereby be consummated
as originally contemplated to the fullest extent possible. Notwithstanding anything contained herein to the contrary, under no circumstance
shall the obligation of the Sellers to deliver the Interests be enforceable absent enforceability of the obligation of Purchaser to pay
the Purchase Price as provided in Section 2.2, and vice versa.


 




    	46



     


    

 


Section
8.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations of any Party may be assigned by such Party,
in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other Party, and any attempted
assignment without such consent shall be null and void. Notwithstanding the foregoing, Purchaser may assign any or all of its rights
or interests under this Agreement and the Ancillary Agreements to one or more of its wholly owned Affiliates, provided that no such assignment
shall relieve Purchaser from any of its obligations hereunder and Purchaser, and after the Closing the Companies, may assign their rights
hereunder to its lenders as collateral security for the obligations under its secured debt financing arrangements. Subject to the preceding
sentences, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors
and permitted assigns.


 


Section
8.7 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any third party other than the
Parties and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement. 


 


Section
8.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of
Connecticut, without giving effect to any choice or conflict of law provision or rule that would cause the law of any other jurisdiction
to apply.


 


Section
8.9 Jurisdiction. Subject to Section 8.11, each of the Parties irrevocably and unconditionally (a) agrees that any action,
suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, whether based in contract,
tort or any other legal theory, shall be brought exclusively in the state or federal court within the State of Connecticut (and in the
appropriate appellate courts therefrom) (collectively, the “Chosen Courts”); (b) consents and submits to the exclusive
personal jurisdiction and venue of the Chosen Courts in any such action, suit or proceeding; (c) waives, to the fullest extent permitted
by Applicable Law, and agrees not to assert, any claim, defense or objection to the venue of the Chosen Courts (whether on the basis
of forum non conveniens or otherwise); (d) agrees that it will not attempt the removal or transfer of any such action, suit or
proceeding to any court other than the Chosen Courts; and (e) consents to service of process on such Party in any such action, suit or
proceeding in the manner provided in Section 8.1 (provided that nothing in this clause (e) shall affect the right of any Party
to serve legal process in any other manner permitted by Applicable Law).


 


Section
8.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, ACCORDINGLY, EACH OF THE PARTIES HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 


 


Section
8.11 Specific Performance. Each Party agrees that irreparable damage, for which monetary damages (even if available) would not
be an adequate remedy, would occur in the event that any provision of this Agreement were not performed in accordance with its specific
terms or otherwise were breached. Accordingly, each Party shall be entitled, in addition to all other rights and remedies that it may
have at law or in equity, to seek injunctive or other equitable relief (including a temporary restraining order, a preliminary injunction
and a final injunction) to prevent any breach or threatened breach of this Agreement and to enforce specifically the terms and provisions
hereof, without the necessity of posting a bond or other security or of proving actual damages. In furtherance of the foregoing, the
Parties agree that they will not oppose the granting of an injunction, specific performance or other equitable relief as provided herein
on the basis that any other Party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for
any reason at law or in equity.


 




    	47



     


    

 


Section
8.12 Disclosure Schedules. The Disclosure Schedules have been arranged in separately titled sections and subsections corresponding
to the sections and subsections of this Agreement. However, the Parties agree that any information or matter disclosed in one section
or subsection of the Disclosure Schedules shall be deemed to be disclosed to Purchaser for all purposes of this Agreement and shall be
deemed to be disclosed for each other section or subsection thereof, notwithstanding the omission of a cross reference thereto, if the
relevance of such disclosure to the other sections or subsections is reasonably apparent on the face of such disclosure. The information
contained in this Agreement and the Disclosure Schedules is disclosed solely for purposes of this Agreement, and no information contained
herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever (including any violation
of Applicable Law or any breach of any Contract). In no event shall the listing of any item or matter in any section or subsection of
the Disclosure Schedules be deemed or interpreted to broaden or otherwise amplify the representations, warranties, covenants or agreements
contained in this Agreement. 


 


Section
8.13 No Recourse. All claims or causes of action (whether in contract or in tort, at law or in equity) that may be based upon,
arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation
or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be made only against
(and are those solely of) the Persons that are expressly identified as Parties in the preamble to this Agreement and only with respect
to the specific obligations undertaken by a Contracting Party as set forth herein. No Person that is not a Contracting Party, including
any Recourse Related Party, shall have any liability (whether in contract or in tort, at law or in equity, or based upon any theory that
seeks to impose any damages of an entity party against its owners or Affiliates) for any damages arising out of, relating to or in connection
with this Agreement or for any claim based on, in respect of or by reason of this Agreement or its negotiation, execution, performance,
non-performance, interpretation, termination or enforcement, or any of the transactions contemplated hereby. To the maximum extent permitted
by Applicable Law, each Contracting Party hereby waives and releases all damages, claims, causes of action and obligations against any
Person that is not a Contracting Party, including such other Party’s Recourse Related Parties, except with respect to Fraud by
such Recourse Related Party in connection with this Agreement and the documents and transactions contemplated hereby.


 


Section
8.14 No Admission. Nothing herein shall be deemed an admission by Purchaser, the Sellers or the Companies in any Action.


 


Section
8.15 Entire Agreement. This Agreement (including the Exhibits and Disclosure Schedules), the Ancillary Agreements and the Confidentiality
Agreement constitute the entire agreement and understanding, and supersede any and all prior and/or contemporaneous agreements and understandings,
both written and oral, between the Parties with respect to the subject matter hereof and thereof.


 


[Signature
Pages Follow]


 




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Table
of Contents


(continued)


 


IN
WITNESS WHEREOF, each Party has duly executed and delivered this Agreement to be effective as of the date first written above.


 


	 	SELLERS:
    
	 	 
	 	/s/
    Thienson Nguyen
	 	 Thienson
    Nguyen, an individual 
	 	 
	 	/s/ Dennis Bok
	 	Dennis
    Bok, an individual
	 	 
	 	/s/
    William Bok
	 	William
    Bok, an individual 
	 	 
	 	/s/
    Lisa Bok
	 	Lisa
    Bok, an individual
	 	 
	 	/s/
    Gladys Longwa
	 	Gladys
    Longwa, an individual


 


[Signature
Page to Membership Interest Purchase Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, each Party has duly executed and delivered this Agreement to be effective as of the date first written above.


 


	PURCHASER:	MUSCLE MAKER, INC., a Nevada corporation 
	 	 	 
	 	By:	/s/Michael
    Roper
	 	Name:	Michael
    Roper 
	 	Title:	Chief
    Executive Officer & Secretary 


 


[Signature
Page to Membership Interest Purchase Agreement]


 




    	 



     


    

 


JOINDER
BY THE COMPANIES


 


IN
WITNESS WHEREOF, the Companies have duly executed and delivered this Agreement to be effective as of the date first written above
in order to be bound by the covenants undertaken by the Companies under ARTICLE V hereto.


 


	COMPANIES:	PKM
    Stamford, LLC 
	 	Poke
    Co. LLC 
	 	LB
    Holdings LLC
	 	TNB
    Holdings, LLC, each a Connecticut limited liability company 
	 	 	 
	 	By:	/s/Thienson
    Nguyen
	 	Name:	Thienson
    Nguyen
	 	Their:	
    Authorized Representative 


 


[Signature
Page to Membership Interest Purchase Agreement]


 




    	 



     


    

 


DISCLOSURE
SECTIONS


TO


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


TNB
Holdings, LLC, PKM Stamford, LLC,


LB
Holdings LLC, and Poke Co. LLC


 


	Section
    1.1(a) – Permitted Liens
	Section
    2.2(a)(i) – SBA Indebtedness 
	Section
    3.3(a)(iii) – Required Consents (Contracts)
	Section
    3.3(b) – Required Consents (Government)
	Section
    3.4(a) – List of Jurisdictions in which Companies Formed
	Section
    3.4(b) – List of Membership Interests
	Section
    3.5(a)  - Financial Statements
	Section
    3.6 - Liabilities
	Section
    3.7 – Operations; Material Changes
	Section
    3.8(a) – Material Contracts
	Section
    3.9 – Legal Proceedings
	Section
    3.10 – Violation of Applicable Laws
	Section
    3.11 – Material Licenses
	Section
    3.13 – Real Estate and Leased Properties
	Section
    3.15(u) – CARES Act
	Section
    3.16 – Indebtedness
	Section
    3.17(a) – Employee Information
	Section
    3.17(k) – Employment Litigation
	Section
    3.17(m) – Employee Injuries
	Section
    3.18(a) – Employee Plans
	Section
    3.18(e) - ERISA Matters
	Section
    3.20 – Insurance
	Section
    3.21 – Top 10 Suppliers
	Section
    3.22 – Related Party Transactions
	Section
    3.23 – Bank Accounts
	Section
    3.25 – Company-Owner Restaurants