Exhibit 10.3


 


TERMINATION AGREEMENT


 


TERMINATION AGREEMENT
(this “Agreement”), dated as of April 19, 2021, by and between FS Special Opportunities I, L.P., a Minnesota limited
partnership (“FS Special Opportunities”), and PW Partners, LLC, a Delaware limited liability company (“PW
Partners”).


 


W I T N E S S
E T H:


 


WHEREAS, on November
10, 2017, PW Partners entered into that certain Stock Purchase Agreement (the “Stock Purchase Agreement”) with Famous
Dave’s of America, Inc. (now known as BBQ Holdings, Inc. and referred to herein as the “Company”) pursuant to
which the Company sold 418,169 shares of common stock of the Company (the “Shares”) to PW Partners on behalf of FS
Special Opportunities;


 


WHEREAS, on November
10, 2017, PW Partners and FS Special Opportunities entered into that certain Investment Agreement (the “Investment Agreement”)
pursuant to which, among other things, PW Partners designated FS Special Opportunities as the purchaser of the Shares under the Stock
Purchase Agreement and FS Special Opportunities appointed PW Partners, including any authorized officer thereof, as its proxy, with full
power of substitution, to vote the Shares on behalf of FS Special Opportunities at any annual or special meeting of shareholders of the
Company (or in connection with any written action taken in lieu of such a meeting) (the “Proxy”); and


 


WHEREAS, PW Partners
and FS Special Opportunities desire to terminate the Investment Agreement;


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants and the agreements herein set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 






     


     


    

 


Section 1. Termination.
PW Partners and FS Special Opportunities hereby agree that the Investment Agreement, including the Proxy, shall terminate immediately
upon the parties’ execution and delivery of this Agreement and from such time shall have no further force or effect. For the avoidance
of doubt, nothing in this Agreement shall rescind or alter any rights that were assigned to FS Special Opportunities under the Investment
Agreement.


 


Section 2. Miscellaneous.


 


(a) Counterparts.
This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts,
each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.


 


(b) Integration.
This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes
all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto.


 


[Signatures
on Next Page]


 






     


     


    

 





In witness whereof, the parties have
caused this Agreement to be executed as of the date and year first written above.


 


	 	PW Partners, LLC
	 	 
	 	By:	/s/ Patrick Walsh
	 	 	Name:	Patrick Walsh
	 	 	Title:	Managing Member



 


	 	FS Special Opportunities I, L.P.  
	 	 
	 	By:	/s/ Peter Haeg
	 	 	Name:	Peter Haeg
	 	 	Title:	General Partner