Exhibit 10.15


 


SEPARATION
AND RELEASE AGREEMENT


 


This
Separation and Release Agreement (this “Agreement”) is by and between Patrick Harkleroad (“Individual”),
and Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


WHEREAS,
Individual has been employed by the Company as the position of Chief Financial Officer, and in that capacity, has provided services
to the Company.


 


WHEREAS,
the initial term of the Individual’s Employment Contract, dated January 7, 2019, ended December 31, 2020 (“Employment Contract”).


 


WHEREAS,
Individual provided written Resignation Notice to the Board of the Company on November 24, 2020. As stated in this Resignation
notice, though Individual did not provide the required 90-day notice period under his Employment Contract, Individual provided
the Company the option to retain his services for a period of up to six months upon mutually agreeable terms between the Company
and the Individual after December 31, 2020.


 


WHEREAS,
the Company’s board of directors waived the 90-day notice of non-renewal required pursuant to the Employment Contract, at Individual’s
request, and accepted Individual’s resignation of employment effective December 31, 2020.


 


WHEREAS,
Individual provided a transition list of items to the Company via email on November 24, 2020 to help define what duties need to
be transitioned to a new Chief Financial Officer and Controller for the Company (“Transition List”);


 


WHEREAS,
the parties desire to enter into this Agreement to reflect their mutual undertakings, promises, and agreements concerning the
post-termination services Individual will provide to the Company and the separation benefits to be provided to Individual upon
or by reason of such separation from employment.


 


NOW,
THEREFORE, in exchange for the valuable consideration paid or given under this Agreement and other good and valuable consideration,
the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties knowingly and voluntarily agree to the following
terms:


 


TERMS


 


	1.	Separation
                                         Date and Effect of Separation. The parties hereby agree that Individual’s employment
                                         with the Company terminated effective December 31, 2020 (“the Separation Date”),
                                         which was the end date of the Individual’s Employment Contract (provided notice of non-renewal
                                         was timely provided by Individual to the Company). Effective as of the Separation Date,
                                         Individual does hereby accept such termination, from all corporate, board, and other
                                         offices and positions he held with the Company and all of its affiliates.



 






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	2.	Final
                                         Pay and Benefits. Individual acknowledges he has received the following payments
                                         in accordance with the ending of his employment with the Company:



 





		a.	Final
                                         Pay. Individual acknowledges and agrees that he has received payment of his regular
                                         base salary, minus applicable taxes and withholdings, through the Separation Date and
                                         that such payment was received on or within six days after the Separation Date. Individual
                                         shall not receive from the Company or its affiliates any other base salary, wages, commissions,
                                         bonuses, or other forms of remuneration or compensation relating to employment after
                                         the Separation Date other than as provided for in this Agreement.
	 	 	 
		b.	Reimbursement
                                         of Business Expenses. Individual acknowledges and agrees that he has received reimbursement
                                         of all reasonable business expenses properly incurred by him in accordance with Company
                                         policy before the Separation Date.



 


	3.	Separation
                                         Benefits. Contingent upon Individual’s timely execution and return to the Company
                                         of this Agreement and its non-revocation, the Company shall provide Individual, or cause
                                         Individual to receive, the separation benefits set forth below in this paragraph (the
                                         “Separation Pay”).



 


Severance
Pay. The Company has paid Individual “Separation Pay” in the amount of (i.) $6,236.29 (less applicable withholding)
on January 15th, and (ii) $6,238.29 on January 29th , represents a sum equal to the Individual’s regular
pay through and including, January 24th 2021, plus the Company shall pay Individual (ii) the sum of twenty two thousand five hundred
dollars ($22,500.00) (less applicable withholding), payable in equal installments consistent with the Company’s regular payroll
periods, beginning with the payroll period ending on or about February 12th through and including the April 9th
payroll period. In addition, and provided Individual has supplied the Transition Services (as defined below) to the Company’s
reasonable satisfaction and has signed after April 1, 2021 and left unrevoked the Supplemental Release attached hereto as Exhibit
A, The Company will pay Individual an additional fifteen thousand dollars ($15,000.00) on May 15th. Unless the Company provides
written notification to the Individual that the Individual has not provided the Transition Services to the reasonable satisfaction
of the Company with specifics as to what issues need to be addressed, with the ability for the Individual to cure said issues
within a reasonable timeframe, the above Severance Payments will be paid.


 


	4.	Transition
                                         Services. As Individual provided in his Transition List to the Company on November 24,
                                         2020, Individual agrees that, during the period beginning with the execution of this
                                         Agreement and through March 31, 2021, Individual will, as an independent contractor and
                                         in consideration for the Severance Pay, provide the following “Transition Services”
                                         to the Company upon reasonable request from the Company:



 


		A.	Assist
                                         the Company with transitioning current bank accounts and setting up new bank accounts
	 	 	 
		B.	Assist
                                         the Company with transitioning all ACH payments to the new bank accounts
	 	 	 
		C.	Assist
                                         the Company, its CFO and third-party advisors with the preparation and filing of the
                                         lOK due by 3/31/21, with applicable extensions as required by the Company



 




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		D.	Assist
                                         the Company, its CFO and third-party advisors with the preparation and filing of the
                                         lOQ due by 5/15/21, with applicable extensions as required by the Company
	 	 	 
		E.	Assist
                                         the Company and its CFO and third-party advisors with the preparation and filing of the
                                         2020 tax return, with applicable extensions as required by the Company
	 	 	 
		F.	Assist
                                         the Company and its CFO and third party advisors with the preparation of the 2020 Audit,
                                         with applicable extensions as required by the Company
	 	 	 
		G.	Assist
                                         the Company and its new Controller and third party advisors with transition services
                                         for the preparation of the 13 week rolling cash flow forecast
	 	 	 
		H.	Assist
                                         the Company and its new Controller with the process of reviewing from Provident Hospitality
                                         weekly check runs, which includes being available on check cutting day, which is typically
                                         Thursday
	 	 	 
		I.	Assist
                                         the company with issues relating to franchisee, franchisor, and lease agreements, and
                                         other material agreements as requested
	 	 	 
		J.	Assist
                                         the company and its new Controller with the transition of Provident Hospitality monthly
                                         reporting, with Provident’s assistance, as the monthly reporting is currently being completed
                                         by Provident
	 	 	 
		K.	Process
                                         including the reconciliation of bank balances with assistance of Provident, who handles
                                         this task for the Company currently
	 	 	 
		L.	Assist
                                         the company with the resolution of its historical pay roll tax issues
	 	 	 
		M.	Assist
                                         the company with is preparation application and processing of PPP (1 and 2) and EIDL
                                         loans including the application for forgiveness of both
	 	 	 
		N.	All
                                         other services reasonably requested by company to continue its operations and financial
reporting



 


	5.	Return
                                         of Property and Information. On or before April 1, 2021, Individual shall return
                                         to the Company or the Company Parties any and all items of its or their property, including
                                         without limitation keys, all copies of work product, or business records, badge/access
                                         card, laptop and other computers, software, cellular telephones and personal digital
                                         assistants, equipment, credit cards, forms, files, manuals, correspondence, business
                                         records, personnel data, lists of employees, salary and benefits information, customer
                                         files, lists of suppliers and vendors, price lists, contracts, contract information,
                                         marketing plans, brochures, catalogs, training materials, computer tapes and diskettes
                                         or other portable media, computer-readable files and data stored on any hard drive or
                                         other installed device, and data processing reports, and any and all other documents
                                         or property belonging to them which he has had possession of or control over during his
                                         employment with the Company.



 


By
signing below, Individual hereby certifies that Individual has migrated all work product to the Company’s server and has not retained
any copies on Individual’s devices or laptop computer.


 




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By
signing below, Individual represents and warrants that he has provided the Company with a list of all passwords related to Company
related accounts and/or password protected information.


 


	6.	General
                                         Release by Individual. Individual agrees to and does hereby, for himself and his
                                         heirs, executors, administrators, successors and assigns, forever release and discharge
                                         the Company and its subsidiaries, related companies, parents, successors and assigns,
                                         and each of their officers, directors, agents, employees and former employees, including
                                         without limitation each and every subsidiary and affiliate of the Company (herein collectively,
                                         “Released Parties”), from any and all claims, debts, promises, agreements,
                                         demands, causes of action, attorneys’ fees, losses and expenses of every nature whatsoever,
                                         known or unknown, suspected or unsuspected, filed or unfiled, arising prior to the Effective
                                         Date of this Agreement or arising out of or in connection with Individual’s employment
                                         and termination of employment from the Company or any affiliate of the Company. This
                                         total release to the extent permitted by law includes, but is not limited to, all claims
                                         arising directly or indirectly from Individual’s employment with the Company and the
                                         termination of that employment; all claims for unpaid wages, including overtime wages,
                                         claims or demands related to salary, bonuses, commissions, stock, stock options, claims
                                         under any severance or change in control plan, any stock or stock option or other equity
                                         or phantom equity grant, agreement or plan, vacation pay, fringe benefits and expense
                                         reimbursements pursuant to any federal, North Carolina state or other state or local
                                         law or cause of action, including, but not limited to, breach of contract, breach of
                                         the implied covenant of good faith and fair dealing, infliction of emotional harm, wrongful
                                         discharge, violation of public policy, defamation and impairment of economic opportunity
                                         and any claims for violation of the Age Discrimination in Employment Act, the Civil Rights
                                         Act of 1866, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income
                                         Security Act, the Equal Pay Act, the Fair Labor Standards Act, the Rehabilitation Act
                                         of 1974, and the Americans With Disabilities Act of 1990.
	 	 
	7.	General
                                         Release by Company. Company agrees to and does hereby forever release and discharge
                                         the Individual and his heirs and assigns, from any and all claims, debts, promises, agreements,
                                         demands, causes of action, attorneys’ fees, losses and expenses of every nature whatsoever,
                                         known or unknown, suspected or unsuspected, filed or unfiled, arising prior to the Effective
                                         Date of this Agreement or arising out of or in connection with Individual’s employment
                                         and termination of employment from the Company or any affiliate of the Company. This
                                         total release to the extent permitted by law includes, but is not limited to, all claims
                                         or liability arising directly or indirectly from Individual’s employment with the Company,
                                         service as an officer of the Company and the termination of that employment and from
                                         payroll tax deficiencies and penalties that the IRS may impose on any “Responsible
                                         Party” in his individual capacity.



 


The
parties acknowledge and agree that it was the responsibility of previous CFO, Eric Lederer, to process payroll prior to his termination
Individual was not given full access to process the Company’s payroll until after Eric Lederer’s termination date.


 






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	8.	Permitted
                                         Activities. Notwithstanding any other provision of this Agreement but subject to
                                         Individual’s waiver in subparagraph l0(a) below, nothing in this Agreement is intended
                                         to, or does, preclude Individual from (i) contacting, reporting to, responding to an
                                         inquiry from,
filing a charge or complaint with, communicating with, or otherwise participating in an investigation conducted by, the Equal
Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and
Health Administration, or any other federal, state, or local governmental agency, commission, or regulatory body; (ii) giving
truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal
proceeding; (iii) otherwise making truthful statements as required by law or valid legal process; (iv) engaging in any
concerted or other legally protected activities; or (v) disclosing a trade secret in confidence to a governmental official,
directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a
suspected violation of law. Accordingly, Individual understands that he will not be held criminally or civilly liable under
any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of
reporting or investigating a suspected violation of law; or (ii) is made in sworn testimony, a lawsuit or complaint, or
document filed in a lawsuit or other proceeding, if such filing is made under seal. Individual likewise understands that, if
he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the
Company’s trade secret(s) to his attorney and use the trade secret information in the court proceeding, if he (i) files
any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court
order.



 


	9.	Confidentiality,
                                         Cooperation, Non-Prosecution, and Non-Disparagement.



 


		a.	Confidentiality.
                                         Except as requested by the Company, as permitted above, as permitted by law that supersedes
                                         the terms of this Agreement, or as compelled by valid legal process, the Company and
                                         the Individual shall treat as confidential the fact and terms of this Agreement and circumstances
                                         surrounding his separation from employment and shall not disclose such information to
                                         any party other than to his spouse or any attorney, accountant, or tax advisor of Individual,
                                         if such persons have agreed to keep such information confidential.
	 	 	 
		b.	Cooperation.
                                         Individual shall cooperate fully and completely with the Company or any of the other
                                         Released Parties or their successors, at their request and at reasonable times and without
                                         unreasonable interference to Individual’s personal or professional endeavors, in all
                                         pending and future litigation, investigations, arbitrations, and/or other fact-finding
                                         or adjudicative proceedings, public or private, involving the Company or any of the other
                                         Released Parties. This obligation includes without limitation Individual promptly meeting
                                         with counsel for the Company or the other Released Parties at reasonable times upon their
                                         request, and providing testimony in court, before an arbitrator or other convening authority,
                                         or upon deposition that is truthful, accurate, and complete, according to information
                                         known to him. If Individual appears as a witness in any pending or future litigation,
                                         arbitration, or other fact-finding or adjudicative proceeding at the request of the Company
                                         or any of the other Released Parties, the Company or the other Released Parties shall
                                         reimburse him, upon submission of substantiating documentation, for necessary and reasonable
                                         expenses (other than attorneys’ fees) incurred by him as a result of testifying.



 




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		c.	Non-Prosecution.
                                         Except as requested by the Company, as permitted above, as permitted by law that supersedes
                                         the terms of this Agreement, or as compelled by valid legal process, Individual shall
                                         not (i) assist, cooperate with, or supply information of any kind to any individual or
                                         private-party litigant or their agents or attorneys concerning (A) the employment, terms
                                         and conditions, or ending of Individual’s or any other employee’s employment with the
                                         Company or any of the other Released Parties or the employment practices of any of the
                                         Released Parties; or (B) the business or operations of any of the Released Parties; or
                                         (ii) initiate or assist any other person in connection with any investigation, inquiry,
                                         or any other action of any kind with respect to any of the Released Parties’ employment
                                         practices, businesses, or operations.



 


		d.	Non-Disparagement
                                         and Waiver of Related Rights. Except as requested by the Company, as permitted above
                                         or by applicable law that may supersede the terms of this Agreement, or as compelled
                                         by valid legal process, Individual shall not make to any other party any statement (whether
                                         oral, written, electronic, anonymous, on the Internet, or otherwise), which directly
                                         or indirectly impugns the quality or integrity of the Company’s or any of the other Released
                                         Parties’ business or employment practices, or any other disparaging or derogatory remarks
                                         about them. In executing this Agreement, Individual acknowledges and agrees that he has
                                         knowingly, voluntarily, and intelligently waived any (i) free speech, free association,
                                         free press, or First Amendment to the United States Constitution (including, without
                                         limitation, any counterpart or similar provision or right under any State Constitution)
                                         rights to disclose, communicate, or publish any statements prohibited by this subparagraph
                                         and (ii) right to file a motion to dismiss or pursue any other relief under the North
                                         Carolina Citizens Participation Act or similar state law in connection with any Claim
                                         filed against him by the Company or any of the other Released Parties, including without
                                         limitation any Claim arising from any alleged breach of this Agreement.



 


Individual
agrees that the confidentiality and non-disparagement provision in this Agreement prevent him from discussing matters related
to the Company with vendors, press, or others and he shall direct all inquiries to Mike Pruitt for response.


 


	10.	Waiver
                                         of Certain Rights.



 


		a.	Right
                                         to Relief Not Provided in this Agreement. Individual waives any right to monetary
                                         recovery from the Company or the other Released Parties, whether sought directly by him
                                         or in the event any administrative agency or other public authority, individual, or group
                                         of individuals should pursue any Claim on his behalf; and he shall not request or accept
                                         from the Company or the other Released Parties, as compensation or damages related to
                                         his employment or the ending of his employment with the Company or the employment practices
                                         of any of the other Released Parties, anything of monetary value that is not provided
                                         for in this Agreement.



 






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		b.	Right
                                         to Class- or Collective-Action Initiation or Participation. Individual waives the
                                         right to initiate or participate in any class or collective action with respect to any
Claim against the Company or the other Released Parties, including without limitation any Claim arising from the formation, continuation,
or ending of his employment relationship with the Company or the employment practices of any of the other Released Parties.






 


	11.	No
                                         Violations. Individual represents and warrants that he has no knowledge that the
                                         Company or any of the other Released Parties has committed or is suspected of committing
                                         any act which is or may be in violation of any federal or state law or regulation or
                                         has acted in a manner which requires corrective action of any kind. Individual further
                                         represents and warrants that he has not informed the Company or any of the other Released
                                         Parties of, and that he is unaware of, any alleged violations of their standards of business
                                         conduct or personnel policies, of their integrity or ethics policies (or similar policies),
                                         or other misconduct by the Company or any of the other Released Parties, that have not
                                         been resolved satisfactorily by the Company or the other Released Parties.



 


	12.	Non-Use
                                         and Non-Disclosure of Confidential Information. Except as permitted above, Individual
                                         shall not at any time use or disclose to any third party any confidential or proprietary
                                         information. If it appears Individual will be compelled by law or judicial process to
                                         disclose any Confidential Information following the Separation Date, he shall notify
                                         Mike Pruitt in writing or email timely upon receipt of a subpoena or other legal process
                                         or otherwise act to protect the Confidential Information to the greatest extent reasonably
                                         possible. The obligations of Individual under this paragraph shall supplement, rather
                                         than supplant, Individual’s obligations concerning Confidential Information under the
                                         common law.



 


	13.	Nonadmission
                                         of Liability or Wrongdoing. Individual and the Company acknowledge that



 


 (a) this Agreement shall not in any manner constitute an admission of liability or wrongdoing on the part of Individual, the Company or any of the other Released Parties;


 




(b)
Individual and the Company and the other Released Parties expressly deny any such liability or wrongdoing; and, (c) except to
the extent necessary to enforce this Agreement, neither this Agreement nor any part of it may be construed, used, or admitted
into evidence in any judicial, administrative, or arbitral proceedings as an admission of any kind by Individual, the Company
or any of the other Released Parties.


 


	14.	Jury
                                         Trial Waiver. THE
                                         RELEASING PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST
                                         ANY RELEASED PARTY, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OR ENFORCEMENT
                                         OF THIS AGREEMENT.



 


	15.	Authority
                                         to Execute. Individual and the Company represent and warrant that they have the authority
                                         to execute this Agreement on behalf of all the Releasing Parties.



 






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	16.	Governing
                                         Law; Forum; Venue; Severability; Interpretation. This Agreement and the rights and
                                         duties of the parties under it shall be governed by and construed in accordance with
                                         the laws of the State of North Carolina, without regard to any conflicts of laws principles.
                                         The parties consent to the exclusive jurisdiction of the state and federal courts in
                                         the State of North Carolina and agree that the exclusive forum for any dispute arising
                                         out of or relating in any way to this Agreement or to Individual’s employment or services to
the Company shall be in the courts of the State of North Carolina. The parties agree that this Agreement is performable in Travis
County, North Carolina and agree any dispute arising out of or relating in any way to this Agreement or to Individual’s employment
or services to the Company shall be brought and maintained only in a court of competent jurisdiction in Travis County, North Carolina.
If any provision of this Agreement is held by any court of competent jurisdiction to be unenforceable, such provision shall be
considered separate, distinct, and severable from the other remaining provisions of this Agreement, and shall not affect the validity
or enforceability of such other remaining provisions; and in all other respects, this Agreement shall remain in full force and
effect. If any provision of this Agreement is held by any court of competent jurisdiction to be unenforceable as written but may
be made to be enforceable by limitation, then such provision shall be enforceable to the maximum extent permitted by applicable
law. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and
not strictly for or against any of the parties.



 


	17.	Assignment.
                                         The obligations, rights, and benefits of Individual and under this Agreement are
                                         personal to him and shall not be assigned to any person or entity, including without
                                         limitation his spouse, without written permission from the Company’s Board of Directors.
                                         This Agreement shall be binding upon and inure to the benefit of the parties and their
                                         respective heirs, legal representatives, successors, and permitted assigns. The Company
                                         may assign its obligations, rights and benefits under this Agreement.
	 	 
	18.	Nonassignment
                                         of Claims and Indemnification. Individual and the Company represent and warrant that
                                         they have not assigned or transferred any part of the Claims or rights covered by this
                                         Agreement to anyone, including without limitation to Individual’s spouse.



 


	19.	Effective
                                         Date. This Agreement shall become effective and enforceable upon the date that Individual
                                         signs it (the “Effective Date”), provided that he signs this Agreement
                                         on or before the Expiration Date.



 


	20.	Knowing
                                         and Voluntary Agreement; Right to Consult an Attorney. Individual acknowledges that
                                         (a) he has been advised of his right, and encouraged by this paragraph, to consult with
                                         an attorney of his choice before signing this Agreement; (b) he has had a reasonable
                                         period in which to consider whether to sign this Agreement; (c) he fully understands
                                         the meaning and effect of signing this Agreement; and (d) his signing of this Agreement
                                         is knowing and voluntary.
	 	 
	21.	Time
                                         To Consider. Individual has twenty-one (21) days to consider whether to sign this
                                         Agreement. If Individual signs this Agreement, Individual may revoke the agreement anytime
                                         within seven (7) days of signing the agreement by providing written notice of such revocation
                                         to Mike Pruitt. If Individual signs this Agreement, this Agreement becomes effective
                                         after the end of the seven-day revocation period (“Effective Date”). In the
                                         event that the Individual does not sign this Agreement with 21 one days, or revokes this
                                         Agreement within 7 days of signing, The individual will immediately refund any amounts
                                         paid to him pursuant to this Agreement.



 






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	22.	Intended
                                         Third-Party Beneficiaries; Definition of Affiliate The Company and each and every
                                         subsidiary or affiliate of these entities and the Company are intended to be third-party
beneficiaries of this Agreement. For purposes of this Agreement, “affiliate” means, with respect to the person or entity
at issue, any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such person or entity.
	 	 
	23.	Entire
                                         Agreement. This Agreement contains and represents the entire agreement of the parties
                                         with respect to its subject matters, and supersedes all prior agreements and understandings,
                                         written and oral, between the parties with respect to its subject matters. The Releasing
                                         Parties agree that neither Individual, the Company, nor any of the other Released Parties
                                         or their representatives has made any promise or representation concerning this Agreement
                                         not expressed in this Agreement, and that, in signing this Agreement, they are not relying
                                         on any prior oral or written statement or representation by the Releasing Parties, or
                                         any of the other Released Parties or their representatives outside of this Agreement
                                         and the Company Documents but is instead relying solely on his own judgment and his legal
                                         and tax advisors, if any. Notwithstanding anything to the contrary contained herein,
                                         the Indemnification Agreement by and between the parties dated July 10, 2020 remains
                                         in full force and effect in accordance with its terms.
	 	 
	24.	Modification;
                                         Waiver. No provision of this Agreement shall be amended, modified, or waived unless
                                         such amendment, modification, or waiver is agreed to in writing and signed by Individual
                                         and a duly authorized representative of the Company.
	 	 
	25.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be
                                         deemed an original and all of which together shall be considered one and the same agreement.
                                         The delivery of this Agreement in the form of a clearly legible facsimile or electronically
                                         scanned version by e-mail shall have the same force and effect as delivery of the originally
                                         executed document.



 


[Signature
Page Follows]


 




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AGREED
as of the Effective Date:


 


	 	COMPANY:
	 	 
	 	Amergent Hospitality Group, Inc.
	 	 	 
	 	By:	
	 	Name:	Michael D. Pruitt
	 	Title:	CEO
	 	Date:	March 26, 2021




 


	 	
	 	Patrick
Harkleroad
	 	Date:



 



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Exhibit
A (This is to Be Signed ON OR AFTER 4/1/2021


 


SUPPLEMENTAL
RELEASE AGREEMENT


 


This
Supplemental Release Agreement (this “Agreement”) is by and between Patrick Harkleroad ( “Individual”),
and Amergent Hospitality Group, Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


WHEREAS,
Individual was employed by the Company as the position of Chief Financial Officer, and in that capacity, has provided services
to the Company.


 


WHEREAS,
the parties then entered into a Separation and Release Agreement to reflect their mutual undertakings, promises, and agreements
concerning the post-termination services Individual will provide to the Company and the separation benefits to be provided to
Individual upon or by reason of such separation from employment.


 


NOW,
THEREFORE, the post-termination services having concluded, and in consideration for payment to Individual of fifteen thousand
dollars ($15,000.00), and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged,
Individual hereby agrees as follows:


 


TERMS


 


	1.	Individual
                                         agrees to and does hereby, for himself and his heirs, executors, administrators, successors
                                         and assigns, forever release and discharge the Company and its subsidiaries, related
                                         companies, parents, successors and assigns, and each of their officers, directors, agents,
                                         employees and former employees, including without limitation Amergent Hospitality and
                                         its Board of Directors (herein collectively, “Released Parties”), from any
                                         and all claims, debts, promises, agreements, demands, causes of action, attorneys’ fees,
                                         losses and expenses of every nature whatsoever, known or unknown, suspected or unsuspected,
                                         filed or unfiled, arising after the date of the Separation and Release Agreement and
                                         prior to the Effective Date of this Agreement or arising out of or in connection with
                                         Individual’s post separation services to the Company. This total release to the extent
                                         permitted by law includes, but is not limited to, all claims arising directly or indirectly
                                         from Individual’s post-separation services with the Company and the termination of those
                                         services; all claims for unpaid wages, including overtime wages, claims or demands related
                                         to salary, bonuses, commissions, stock, stock options, claims under any severance or
                                         change in control plan, any stock or stock option or other equity or phantom equity grant,
                                         agreement or plan, vacation pay, fringe benefits and expense reimbursements pursuant
                                         to any federal, North Carolina state or other state or local law or cause of action,
                                         including, but not limited to, breach of contract, breach of the implied covenant of
                                         good faith and fair dealing, infliction of emotional harm, wrongful discharge, violation
                                         of public policy, defamation and impairment of economic opportunity and any claims for
                                         violation of the Age Discrimination in Employment Act, the Civil Rights Act of 1866,
                                         Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act,
                                         the Equal Pay
Act, the Fair Labor Standards Act, the Rehabilitation Act of 1974, and the Americans With Disabilities Act of 1990.



 




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Notwithstanding
any other provision of this Agreement but subject to Individual’s waiver in subparagraph 2(a) below, nothing in this
Agreement is intended to, or does, preclude Individual from (i) contacting, reporting to, responding to an inquiry from,
filing a charge or complaint with, communicating with, or otherwise participating in an investigation conducted by, the Equal
Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and
Health Administration, or any other federal, state, or local governmental agency, commi ssion, or regulatory body; (ii)
giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any
legal proceeding; (iii) otherwise making truthful statements as required by law or valid legal process; (iv) engaging in any
concerted or other legally protected activities; or (v) disclosing a trade secret in confidence to a governmental official,
directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose ofreporting or investigating a
suspected violation oflaw. Accordingly, Individual understands that he will not be held criminally or civilly liable under
any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of
reporting or investigating a suspected violation of law; or (ii)
is made in sworn testimony, a lawsuit or complaint, or document filed in a lawsuit or other proceeding, if such filing is
made under seal. Individual likewise understands that, if he files a lawsuit for retaliation by the Company for reporting a
suspected violation of law, he may disclose the Company’s trade secret(s) to his attorney and use the trade secret
information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not
disclose the trade secret, except pursuant to court order.


 


	2.	Waiver
                                         of Certain Rights.



 


		a.	Right
                                         to Relief Not Provided in this Agreement. Individual waives any right to monetary
                                         recovery from the Company or the other Released Parties, whether sought directly by him
                                         or in the event any administrative agency or other public authority, individual, or group
                                         of individuals should pursue any Claim on his behalf; and he shall not request or accept
                                         from the Company or the other Released Parties, as compensation or damages related to
                                         his post-separation services or the ending of his post-separation services with the Company
                                         or the employment practices of any of the other Released Parties, anything of monetary
                                         value that is not provided for in this Agreement.



 


		b.	Right
                                         to Class- or Collective-Action Initiation or Participation. Individual waives the
                                         right to initiate or participate in any class or collective action with respect to any
                                         Claim against the Company or the other Released Parties, including without limitation
                                         any Claim arising from the formation, continuation, or ending of his post separation
                                         services and relationship with the Company or the employment practices of any of the
                                         other Released Parties.



 






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	3.	No
                                         Violations. Individual represents and warrants that he has no knowledge that the
                                         Company or any of the other Released Parties has committed or is suspected of committing
                                         any act which is or may be in violation of any federal or state law or regulation or
                                         has acted in a manner which requires corrective action of any kind. Individual further
                                         represents and warrants that he has not informed the Company or any of the other Released
                                         Parties of, and that he is unaware of, any alleged violations of their standards of business
                                         conduct or personnel policies, of their integrity or ethics policies (or similar policies),
                                         or other misconduct by the Company or any of the other Released Parties, that have not
                                         been resolved satisfactorily by the Company or the other Released Parties.



 


	4.	Jury
                                         Trial Waiver. THE
                                         RELEASING PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST
                                         ANY RELEASED PARTY, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OR ENFORCEMENT
                                         OF THIS AGREEMENT.



 


	5.	Authority
                                         to Execute. Individual and the Company represent and warrant that they have the authority
                                         to execute this Agreement on behalf of all the Releasing Parties.



 


	6.	Governing
                                         Law; Forum; Venue; Severability; Interpretation. This Agreement and the rights and
                                         duties of the parties under it shall be governed by and construed in accordance with
                                         the laws of the State of North Carolina, without regard to any conflicts of laws principles.
                                         The parties consent to the exclusive jurisdiction of the state and federal courts in
                                         the State of North Carolina and agree that the exclusive forum for any dispute arising
                                         out of or relating in any way to this Agreement or to Individual’s employment or services
                                         to the Company shall be in the courts of the State of North Carolina. The parties agree
                                         that this Agreement is performable in Travis County, North Carolina and agree any dispute
                                         arising out of or relating in any way to this Agreement or to Individual’s employment
                                         or services to the Company shall be brought and maintained only in a court of competent
                                         jurisdiction in Travis County, North Carolina. If any provision of this Agreement is
                                         held by any court of competent jurisdiction to be unenforceable, such provision shall
                                         be considered separate, distinct, and severable from the other remaining provisions of
                                         this Agreement, and shall not affect the validity or enforceability of such other remaining
                                         provisions; and in all other respects, this Agreement shall remain in full force and
                                         effect. If any provision of this Agreement is held by any court of competent jurisdiction
                                         to be unenforceable as written but may be made to be enforceable by limitation, then
                                         such provision shall be enforceable to the maximum extent permitted by applicable law.
                                         The language of all parts of this Agreement shall in all cases be construed as a whole,
                                         according to its fair meaning, and not strictly for or against any of the parties.



 


	7.	Assignment.
                                         The obligations, rights, and benefits of Individual and under this Agreement are
                                         personal to him and shall not be assigned to any person or entity, including without
                                         limitation his spouse, without written permission from the Company’s Board of Directors.
                                         This Agreement shall be binding upon and inure to the benefit of the parties and their
                                         respective heirs, legal representatives, successors, and permitted assigns. The Company
                                         may assign its obligations, rights and benefits under this Agreement.



 






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	8.	Effective
                                         Date. This Agreement shall become effective and enforceable upon the date that Individual
                                         signs it (the “Effective Date”), provided that he signs this Agreement
                                         on or before the Expiration Date.



 


	9.	Knowing
                                         and Voluntary Agreement; Right to Consult an Attorney. Individual acknowledges that
                                         (a) he has been advised of his right, and encouraged by this paragraph, to consult with
                                         an attorney of his choice before signing this Agreement; (b) he has had a reasonable
                                         period in which to consider whether to sign this Agreement; (c) he fully understands
                                         the meaning and effect of signing this Agreement; and (d) his signing of this Agreement
                                         is knowing and voluntary.



 


	10.	Time
                                         To Consider. Individual has twenty-one (21) days to consider whether to sign this
                                         Agreement. If Individual signs this Agreement, Individual may revoke the agreement anytime
                                         within seven (7) days of signing the agreement by providing written notice of such revocation
                                         to Michael D. Pruitt, the Company’s CEO.Iflndividual signs this Agreement, this Agreement
                                         becomes effective after the end of the seven-day revocation period (“Effective Date”).



 


	11.	This
                                         Agreement Supplements the Severance and Release Agreement. This Agreement supplements
                                         but does not supersede or amend or extinguish that certain Severance and Release Agreement
                                         between the parties. Notwithstanding anything to the contrary contained herein, the Indemnification
                                         Agreement by and between the parties dated July 10, 2020 remains in full force and effect
                                         in accordance with its terms.



 


	12.	Modification;
                                         Waiver. No provision of this Agreement shall be amended, modified, or waived unless
                                         such amendment, modification, or waiver is agreed to in writing and signed by Individual
                                         and a duly authorized representative of the Company.



 


	13.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be
                                         deemed an original and all of which together shall be considered one and the same agreement.
                                         The delivery of this Agreement in the form of a clearly legible facsimile or electronically
                                         scanned version by e-mail shall have the same force and effect as delivery of
                                         the originally executed document.



 


[Signature
Page Follows]


 




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AGREED
as of the Effective Date:


 






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