Exhibit
10.3


 


SECURITY
AGREEMENT


 


THIS
SECURITY AGREEMENT (this “Agreement”) is made this 30th day of August 2021, by and between AMERGENT HOSPITALITY
GROUP, INC., a Delaware corporation (the “Company”), and PIZZAREV ACQUISITION LLC, a Delaware limited liability
company (“Lender”).


 


RECITALS


 


WHEREAS,
the parties hereto entered into that certain Unit Purchase Agreement, dated August 30, 2021 (the “Agreement”), with Pie
Squared Investment, LLC, a Delaware limited liability company, pursuant to which, among other things, the Company is required to deliver
to the Lender (a) the Note (this and each other capitalized term used but not defined herein shall have the meaning assigned thereto
in the Agreement) in accordance with Section 1.2(b)(2) of the Agreement, (b) the AHG Security Agreement in accordance with Section 1.3(i)
of the Agreement, and (c) the AHG UCC-1 Financing Statement in accordance with Section 1.3(ii) of the Agreement; and


 


WHEREAS,
this is the AHG Security Agreement.


 


NOW,
THEREFORE, in consideration of the mutual consent and agreements set forth herein, the parties hereby agree as follows:


 


1.       Grant
of Security Interest.


 


To
secure the prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the principal of and interest on
the Note (all such principal and interest, being herein collectively called the “Obligations”), and in consideration of the
Lender accepting the Note, the Company grants to the Lender a first priority lien upon and continuing security interest in all of the
Company’s right, title and interest as a member in Pie Squared Holdings, LLC, a Delaware limited liability company (“Holdings”),
howsoever arising, wherever located and whether now owned or existing and hereafter existing or acquired, and any and all substitutions,
renewals, improvements, replacements, additions and proceeds thereof (collectively, the “Collateral”). This Agreement shall
remain in full force and effect until all Obligations have been paid and satisfied in full and the Note has been terminated pursuant
to the terms and provisions thereof. For purposes hereof, “UCC” shall mean the Uniform Commercial Code as enacted and amended
in the State of Delaware.


 


2.       Company
Representations and Warranties. The Company makes the following representations and warranties to the Lender:


 


Authority.
The Company is the lawful owner of the Collateral owned by it, free of all liens, claims, and encumbrances of any kind, other than
the security interest of the Lender hereunder, with full right to deliver, pledge and grant a security interest in the Collateral hereunder.
This Agreement is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 




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(a)       Transaction
Not a Breach. The execution, delivery or performance by the Company of this Agreement will not:


(i)       violate
or conflict with or result in a breach of any provision of any applicable law binding on the Company; or


 


(ii)       conflict
with or constitute a default under the limited liability company agreement of the Company, or any contract, agreement, commitment, indenture,
mortgage, note, bond, license or other instrument or obligation of any nature to which the Company is a party or by which the Company
or any of its property or assets may be bound or affected.


 


3.       Lender’s
Rights and Remedies.


 


(a)       Upon
the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral,
in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights
and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the
Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require
the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise
dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds
of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall
be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral
regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned.


 


(b)       Any
cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon
all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral
for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs
to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus
of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company
or to whomsoever may be lawfully entitled to receive such surplus.


 


(c)       All
provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.


 




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4.       Authority
of the Lender. Lender shall have and be entitled to exercise all such powers hereunder as are specifically delegated to Lender by
the terms hereof, together with such powers as are incidental thereto. Lender may execute any of Lender’s duties hereunder by or
through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning
all matters pertaining to its duties hereunder. Upon the occurrence of an event hereunder which the Lender has determined, in good faith,
will result in irreparable damage to the Company or its operations or Lender’s security interest if not promptly cured, and if,
in the reasonable judgment of the Lenders the Company is not proceeding to cure the event in an expeditious manner which will avoid such
damage, the Lender shall be entitled upon prior notice hereunder to the Company to take such actions and incur such expenses on behalf
of the Company as shall be necessary to avoid such damage.


 


5.       Further
Assurances. The Company shall do, make, execute, and deliver all such additional and further acts, things, deeds, assignments, assurances
and instruments as the Lender or its counsel may reasonably require to more completely vest in, perfect and assure to the Lender its
rights hereunder or in any of the Collateral.


 


6.       Amendments.
This Agreement may be amended, or any provision of this Agreement may be waived, provided that any such amendment or waiver will
be binding on the Company only if such amendment or waiver is set forth in a writing executed by the Company, and provided that any such
amendment or waiver will be binding upon Lender only if such amendment or waiver is set forth in a writing executed by Lender. The waiver
by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a waiver
of any other breach.


 


7.       Expenses.
The Company will, upon demand by Lender, pay to Lender the amount of any and all reasonable expenses, including reasonable attorneys’
fees and expenses and the expenses of any experts and agents, which Lender may incur in connection with the enforcement of this Agreement.


 


8.       Notices.
Any notices, consents or other communications required or permitted to be sent or given hereunder by any of the parties shall in
every case be in writing and shall be deemed properly served if (a) delivered personally or (b) delivered by a recognized courier service.
Such notices, demands and other communications shall be sent to the addresses indicated below:


 


	 	(a)	If
    to the Company:
	 	 	 
	 	 	Amergent
    Hospitality Group, Inc.
	 	 	Attention:	Michael
    D. Pruitt
	 	 	Address:	Post
    Office Box 470695   
	 	 	 	Charlotte,
    NC 28247



 


	 	(b)	If
    to the Lender:
	 	 	PizzaRev
    Acquisition LLC
	 	 	C/O
    Cleveland Avenue, LLC
	 	 	222
    N. Canal St., Third Floor
	 	 	Chicago,
    Illinois 60606
	 	 	Attention:
    Legal






 







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or
to such other address as the parties may designate by proper notice.


 


9.       Partial
Invalidity. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the
law or any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.


 


10.       No
Strict Construction; Terms. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction will be applied against any party hereto. The terms used herein which
are defined in the UCC shall made the same meanings here as in the UCC.


 


11.       Entire
Agreement. This Agreement constitutes and contains the entire agreement of the Company and the Lender, and supersedes any and all
prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting
the subject matter hereof.


 


12.       Assignment.
This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns, but will not be assignable or delegable by any party without the prior written consent of the other parties.


 


13.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to
conflicts of law rules (except to the extent governed by the UCC).


  


14.       Consent
to Jurisdiction; Forum Selection; Governing Law; Waiver of Jury Trial.


 


(a)       THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED EXCLUSIVELY IN THE
COURTS LOCATED IN CHICAGO, ILLINOIS. THE AFOREMENTIONED CHOICE OF VENUE IS INTENDED BY THE PARTIES TO BE MANDATORY AND NOT PERMISSIVE
IN NATURE, THEREBY PRECLUDING THE POSSIBILITY OF LITIGATION BETWEEN THE PARTIES WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR THE
NOTE IN ANY JURISDICTION OTHER THAN THAT SPECIFIED IN THIS SECTION. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE
OF FORUM NON-CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION
14, AND STIPULATES THAT THE FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER EACH OF THEM
FOR THE PURPOSE OF LITIGATING ANY DISPUTE, CONTROVERSY OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE NOTE. EACH PARTY
HEREBY AUTHORIZES AND ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS CONTEMPLATED BY THIS
SECTION 14 BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET
FORTH IN THIS AGREEMENT, OR IN THE MANNER SET FORTH IN SECTION 8 OF THIS AGREEMENT FOR THE GIVING OF NOTICE. ANY FINAL JUDGMENT RENDERED
AGAINST A PARTY IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER
JURISDICTIONS IN ANY MANNER PROVIDED BY LAW. THIS AGREEMENT AND THE NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
THEREUNDER SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO ITS RULES OF CONFLICTS OF LAW.


 




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(b)       THE
PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY
UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE NOTE OR ANY OF THE CONTEMPLATED TRANSACTIONS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT,
INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM
ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND AGREE THAT ANY SUCH
ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION 14(b) CONSTITUTE A MATERIAL INDUCEMENT
FOR THE PARTIES ENTERING INTO THIS AGREEMENT.


 


15.       Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall
be deemed to constitute one instrument.


 


16.       Continuing
Security Interest. This Agreement shall create a continuing security interest in the Collateral and shall:


 


(a)       Remain
in full force and effect until all the Obligations have been fully paid and performed;


 


(b)       Be
binding upon the Company and its representatives, successors and assigns; and


 


(c)       Inure
to the benefit of the Lenders and their successors, transferees and assigns.


 


[Remainder
of Page Intentionally Left Blank


Signature
Page Follows.]


 




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IN
WITNESS WHEREOF, the Company and the Lender have executed this Agreement on the date listed on the first page of this Agreement.


 


	 	Lender:	 
	 	 	 
	 	PIZZAREV
    ACQUISTION LLC,
	 	a
    Delaware limited liability company
	 	 	 
	 	By:	CLEVELAND
    AVENUE, LLC
	 	 	 
	 	By:	    /s/
    Jim Kepple          
	 	Name:
    	 
	 	Its:	 
	 	 	 
	 	The
    Company:
	 	 	 
	 	AMERGENT
    HOSPITALITY GROUP, INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	 /s/
    Michael D. Pruitt
	 	Name:	 
	 	Title:	 


 


[Counterpart
Signature Page to Security Agreement]