Exhibit 10.16


 


August
30, 2021


 


Amergent
Hospitality Group, Inc.


7621
Little Ave, Suite 414


Charlotte,
NC 28226


 





Re:
Indemnification by Cleveland Avenue, LLC


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) is entered into by and between Cleveland Avenue, LLC (“CA”)
and Amergent Hospitality Group, Inc. (“AHG”) in connection with the execution of that certain Unit Purchase Agreement
(the “Purchase Agreement”) by and among AHG, PizzaRev Acquisition LLC, and Pie Squared Investment, LLC, dated as of
the date hereof. Except as otherwise specified herein, all capitalized terms used but not otherwise defined herein shall have the meanings
given in the Purchase Agreement.


 


The
parties hereto agree to the following:


 


	 	1.	To
    the fullest extent permitted by law, CA shall indemnify, defend and hold harmless AHG and each of its affiliates,
    officers, directors, employees, agents, successors, and assigns (each,
    an “Indemnified
    Party” and collectively the “Indemnified Parties”)
    from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties,
    fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (each a “Loss”
    and collectively “Losses”), arising out of or in connection with any
    claim, suit, action, or proceeding (each a “Claim”) relating to the receipt
    or use, by or on behalf of Pie Squared Pizza, LLC, CA, or any affiliate of CA, of any funds under the Restaurant Revitalization Fund
    Program, other than the Escrowed Working Capital, prior to the Closing. Any
    Indemnified Party claiming to be entitled to indemnification hereunder shall promptly notify CA upon becoming aware of a Claim with
    respect to which CA is obligated to provide indemnification hereunder (“Indemnified Claim”). CA shall promptly
    assume control of the defense and investigation of the Indemnified Claim, with counsel reasonably acceptable to the Indemnified Party,
    and the Indemnified Party shall reasonably cooperate with CA in connection therewith, in each case at CA’s sole cost and expense.
    The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost
    and expense. CA shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the rights of any Indemnified
    Party without such Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned,
    or delayed). 
	 	 	 
	 	2.	This
    Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes
    all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. This Agreement
    shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    






 



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	 	3.	This
    Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any
    party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
    Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege
    arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,
    remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power
    or privilege. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
    illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
    such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or
    unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
    parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated
    as originally contemplated to the greatest extent possible. In the event of any conflict or inconsistency between this Agreement
    and the Purchase Agreement, the Purchase Agreement shall control. 
	 	 	 
	 	4.	This
    Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect
    to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
	 	 	 
	 	5.	This
    Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
    be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
    shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[Signature
page follows.]





 






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	 	Sincerely,
	 	 
	 	CLEVELAND
    AVENUE, LLC
	 	 	 
	 	By:	/s/ Joseph McCoy

	 	Name:	Joseph
    McCoy
	 	Title:	Authorized
    Signatory


 


ACCEPTED,
ACKNOWLEDGED, AND AGREED:


 


Amergent
Hospitality Group, Inc.


 


	By:
    	/s/
                                            Michael D. Pruitt
	 
	 	Michael
    D. Pruitt, Chief Executive Officer	 





 





Signature
Page to Indemnification Letter Agreement – CA and Amergent