Exhibit 10.61


 


DISPOSITION
AGREEMENT


 


This
Disposition Agreement (this “Agreement”) is made effective as of [•], 2020, by and among Chanticleer Holdings,
Inc., a Delaware corporation (“Public Company”) and [•], Inc. a Delaware corporation (“Spin-Off
Entity”). Each of Public Company and Spin-Off Entity are referred to herein individually as a “Party”
and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
prior to the Merger of the Merger Sub into the Merger Partner pursuant to the Merger Agreement (the “Merger”)
the current stockholders of Public Company (“Public Company Equityholders”), own 100% of the outstanding shares
of common stock of Public Company.


 


WHEREAS,
Public Company is engaged in the business of owning, operating and franchising fast casual dining concepts domestically and internationally
(collectively, the “Spin-Off Business”).


 


WHEREAS,
Biosub Inc., a Delaware corporation (“Merger Sub”) is a wholly owned subsidiary of Public Company specially
formed for the sole purpose of entering into and consummating the transactions described in that certain Agreement and Plan of
Merger, dated as of October 10, 2019, by and between Sonnet Biotherapeutics, Inc., a New Jersey Corporation (“Merger
Partner”), Public Company, and Merger Subsidiary, as amended on February 7, 2020 (the “Merger Agreement”).


 


WHEREAS,
as of the date of this Agreement, Public Company holds equity in each of the entities listed on Exhibit A (collectively, the “Subsidiaries”),
which equity constitutes those portions of the outstanding equity of such entities as listed on Exhibit A. For the avoidance of
doubt, the Subsidiaries do not include Merger Sub, and Merger Sub has no interest in or involvement with the Spin-Off Business.


 


WHEREAS,
on the terms and conditions set forth herein and before the merger of the Merger Sub into Merger Partner pursuant to the Merger
Agreement, Public Company desires to transfer all of its assets and liabilities (but excluding the equity of Merger Sub) to Spin-Off
Entity, and thereafter, to distribute the equity of Spin-Off Entity to the Public Company Equityholders.


 


WHEREAS,
after the Contribution and Distribution (as each is defined below), the Public Company Equityholders shall own 100% of the equity
of Spin-Off Entity.


 




    	 	 	 



     


    

 


AGREEMENT


 


NOW,
THEREFORE, for good and valuable consideration, the Parties, intending legally to be bound, agree as follows:


 


1.
Contribution and Disposition. Subject to the terms and conditions set forth herein, the Parties agree as follows:


 


(a)
At 11:59PM EST on the day prior to the Merger (the “Spin-Off Date”), and to satisfy conditions precedent in
the Merger Agreement, Public Company agrees to transfer and contribute to Spin-Off Entity, and Spin-Off Entity agrees to acquire
and assume (i) all of Public Company’s right, title, and interest in and to all of the assets, properties, claims and rights
(in each case, wherever located and whether disclosed or undisclosed, real or personal, tangible or intangible) used in, necessary
for, or held in connection with the Spin-Off Business (including, the equity of the Subsidiaries owned as of the time of such
contribution); but, for the avoidance of doubt, not including the equity of Merger Sub) and (ii) all of Public Company’s
obligations and liabilities, whether existing prior to, on or after the date of this Agreement, and any liabilities arising from
or relating to the Spin-Off Business existing or related to events existing or occurring prior to the date of this Agreement (collectively,
the “Contribution”).


 


(b)
Immediately prior to the Merger, Public Company agrees to distribute 100% of the equity of Spin-Off Entity to the Public Company
Equityholders of record determined as of such time (the “Distribution”), in each case pursuant to the terms
of the organization documents of Public Company and Spin-Off Entity, respectively.


 


(c)
Spin-Off Entity represents that the distribution of the Spin-Off Shares to the shareholders of Public Company will be exempt from
registration under the Securities Act of 1933, as amended.


 


(d)
The Spin-Off Entity will take all steps necessary or desirable such that the Spin-Off Entity Shares will be registered under the
Exchange Act of 1934, as amended on a Registration Statement on Form 10 on the Spin-Off Date.


 


(e)
The parties agree that the Spin-Out Business that is being spun out of the Company is essentially all of the business that is
the Public Company’s activity.


 


(f)
Employees and former employees of Public Company are currently provided benefits under employee benefit plans, programs, policies
or arrangements that are sponsored and maintained by a third party provider. On and after the Spin-Off Date, all obligations and
liabilities due to employees and former employees of Public Company will become the sole obligation of Spin-Off Entity, and no
further obligation, or remaining obligation, shall be assigned to or incurred by Public Company.


 


2.
Representations and Warranties of the Parties.


 


Each
Party hereby represents and warrants to the other Parties, solely with respect to itself, that as of the date hereof:


 


(a)
Each Party is duly formed or incorporated, validly existing and in good standing under the laws of its respective state or country
of formation or incorporation and has the requisite entity power and authority to own all of its properties and assets and to
carry on its business as presently conducted. Each Party has the full power and authority to execute, deliver and perform this
Agreement and the other documents contemplated hereby.


 






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(b)
This Agreement and the provisions hereof are legal, valid and binding against each Party in accordance with their terms, except
to the extent that enforceability may be limited by applicable bankruptcy, insolvency and other similar laws, by any equitable
principles affecting creditors’ rights generally, and by the discretion of the courts in granting equitable remedies, regardless
of whether such enforceability is considered in a proceeding at law or in equity and regardless of whether such limitations are
derived from constitutions, statutes, judicial decisions or otherwise.


 


Public
Company hereby represents and warrants to Spin-Off Entity:


 


(a)
After giving effect to the Contribution, (i) Public Company shall have transferred to Spin-Off Entity good and marketable title
to all of its assets (excluding the equity of Merger Sub), (ii) Public Company shall have no assets other than 100% of the equity
of Merger Sub, and (iii) Public Company shall have no obligations or liabilities (other than immaterial obligations or liabilities
under agreements associated with its status as a publicly-traded Company, such as its contract with its transfer agent, that are
not then due but are offset with a corresponding amount of cash or cash equivalents being retained by Public Company).


 


(b)
Public Company will, but at Spin-Off Entity’s expense, take or cause to be taken all actions, and enter into (or cause its
Subsidiaries to enter into) such agreements and arrangements, reasonably requested, as will be necessary to effect the release
of and substitution of Spin-Out Entity and each of its Subsidiaries, as of the Spin-Off Date, for all primary, secondary, contingent,
joint, several and other liabilities, if any, to the extent related to the Spin-Out Business.


 


3.
Further Acts. Each Party agrees to do such further acts and execute, deliver, file and record such further documents and
instruments as the other Parties may deem necessary or advisable to effectuate, evidence and record the transactions contemplated
by this Agreement. Without limiting the foregoing, each Party transferring or issuing any equity interests under this Agreement
shall deliver the persons receiving any such equity interests any certificate(s) (with any required endorsement), if applicable,
representing such equity interests. Each of the Parties, on behalf of itself and as a shareholder and/or manager of any other
Party hereby consents to the Contribution.


 


4.
Survival. All agreements, representations and warranties made by Parties herein shall survive the date of this Agreement
and shall be deemed to be material and to have been relied upon by each of the parties, respectively.


 


5.
Third Parties. This Agreement is for the sole and exclusive benefit of the Parties and their respective successors and
assigns, and no third party is intended to or shall have any rights or benefits hereunder; except that Merger Partner and Merger
Sub are intended third party beneficiaries and have the right to enforce this Agreement. Spin-Off Entity acknowledges and agrees
that it is obligated to indemnify, defend and hold harmless Public Company, Merger Partner and Merger Sub with respect to any
and all liabilities of the Subsidiaries and any and all liabilities and obligations arising from or related to the Spin-Off Business
or the Spin-Off Entity.


 


6.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and assigns.


 




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7.
Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the Parties regarding the subject
matter hereof and supersedes all prior agreements. No change, modification or amendment shall be made to this Agreement unless
set forth in writing and signed by each of the Parties.


 


8.
Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall
be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances, other than
those as to which it is held invalid, shall not be affected.


 


9.
Headings; Construction. The headings in this Agreement are inserted for convenience and identification only and are in
no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision.


 


10.
Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware without
regard to conflict of laws principles.


 


11.
Counterparts. This Agreement may be executed in multiple counterparts with separate signature pages, and each such counterpart
shall be considered an original, but all of which together shall constitute one and the same instrument. 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.


 


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The
Parties have executed and delivered this Distribution Agreement as of the date first written above.


 


	 	CHANTICLEER
    HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	Michael
    D. Pruitt
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	[SPIN-OFF
    ENTITY], INC.
	 	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 


[Signature
Page to Distribution Agreement]


 




    	 	 	 



     


    

 


Exhibit
A


 


	Subsidiary	 	Jurisdiction	 	Percent Owned	 
	American Roadside Burgers, Inc.	 	DE, USA	 	 	100	%
	JF Franchising Systems, LLC	 	NC, USA	 	 	56	%
	JF Restaurants, LLC	 	NC, USA	 	 	56	%
	Jantzen Beach Wings, LLC	 	OR, USA	 	 	100	%
	Oregon Owl’s Nest, LLC	 	OR, USA	 	 	100	%
	Chanticleer South Africa (Pty) Ltd.	 	South Africa	 	 	100	%
	Hooters Emperors Palace (Pty.) Ltd.	 	South Africa	 	 	88	%
	Hooters On The Buzz (Pty) Ltd.	 	South Africa	 	 	95	%
	Hooters PE (Pty) Ltd.	 	South Africa	 	 	100	%
	Hooters Ruimsig (Pty) Ltd.	 	South Africa	 	 	100	%
	Hooters SA (Pty) Ltd.	 	South Africa	 	 	78	%
	Hooters Umhlanga (Pty.) Ltd.	 	South Africa	 	 	90	%
	Hooters Willows Crossing (Pty) Ltd	 	South Africa	 	 	100	%
	Chanticleer Holdings Limited	 	Jersey	 	 	100	%
	West End Wings Ltd.	 	England and Wales	 	 	100	%
	American Roadside Cross Hill, LLC	 	NC, USA	 	 	100	%
	American Roadside McBee, LLC	 	NC, USA	 	 	100	%
	Avenel Financial Services, LLC	 	NV, USA	 	 	100	%
	Avenel Ventures, LLC	 	VA, USA	 	 	100	%
	BGR Cascades, LLC	 	VA, USA	 	 	100	%
	BGR Chevy Chase, LLC	 	MD, USA	 	 	100	%
	BGR Dupont, LLC	 	DC, USA	 	 	100	%
	BGR Old Town, LLC	 	VA, USA	 	 	100	%
	BGR Potomac, LLC	 	MD, USA	 	 	100	%
	BGR Tysons, LLC	 	VA, USA	 	 	100	%
	BT’s Burgerjoint Biltmore, LLC	 	NC, USA	 	 	100	%
	BT’s Burgerjoint Promenade, LLC	 	NC, USA	 	 	100	%
	Chanticleer Advisors, LLC	 	NV, USA	 	 	100	%
	Chanticleer Finance UK (No. 1) Plc	 	England and Wales	 	 	100	%
	Chanticleer Investment Partners, LLC	 	NC, USA	 	 	100	%
	Dallas Spoon Beverage, LLC	 	TX, USA	 	 	100	%
	Dallas Spoon, LLC	 	TX, USA	 	 	100	%
	DineOut SA Ltd.	 	England and Wales	 	 	89	%
	Hooters Brazil	 	Brazil	 	 	100	%
	Tacoma Wings, LLC	 	WA, USA	 	 	100	%