Fresh Vine Wine, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • February 8th, 2023 • Fresh Vine Wine, Inc. • Beverages • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of [●] units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one warrant, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon exercise of the Rights Warrants, the “Securities”), at a subscription price of $[●] per Unit in cash (the “Subscription Price”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of ___________, 2024, between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and the undersigned Purchaser (including such Purchaser’s successors and assigns, the “Purchaser”).
SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 8, 2025Convertible Security Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
This Secured Convertible Promissory Note is a duly authorized and validly issued Secured Convertible Promissory Note of Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), designated as its Secured Convertible Promissory Note due April 8, 2025 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 8, 2024, between the Company and, [PURCHASER] (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Nevada (the “Purchase Agreement”).
LEASE AGREEMENTLease Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS LEASE AGREEMENT (“Lease”) is made and entered into this 23w day of October, 2018 between Hospitality Income & Asset, LLC (filch Bourbon Brothers, LLC), a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Bourbon Brothers Presents, LLC, a Colorado limited liability company whose address 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Tenant.”
2,200,000 Shares Fresh Vine Wine, inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Fresh Vine Wine, Inc. • Beverages • New York
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 27th, 2023 • Fresh Vine Wine, Inc. • Beverages • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2023 (“Agreement”), by and between Fresh Vine Wine, Inc., a Nevada corporation having its principal office at 11500 Wayzata Blvd. #1147, Minnetonka, MN 55305 (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, the “Warrant Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021.
ContractWarrant Agreement • April 2nd, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Securities ACT”) OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. WARRANT
LOAN NUMBER AGREEMENT DATECommercial Construction to Permanent Loan Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Georgia
Borrower’s Existence/Authority. Borrower is qualified to do business in each state in which the Borrower does business. Borrower has full power and authority to enter into this Agreement, the other Loan Documents, and the transaction represented by this Agreement, and to bind Borrower to the obligations created in this Agreement and the Loan Documents.
FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “First Amendment”) dated as of January 31, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
SECURITY AGREEMENTSecurity Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
This Security Agreement (this “Agreement”), dated as of October 8, 2024, by Fresh Vine Wine, Inc., a Nevada corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor, including all majority owned subsidiaries of the Company, or that becomes a party hereto as such pursuant to Section 7.5 (the “Grantors”), in favor of the undersigned Purchaser (together with its successors and registered assigns, “Purchaser”) for itself and as Purchaser Agent (together with any successor and any replacement agent, the "Purchaser Agent") for the purchasers (the “Purchasers”) of, the Secured Convertible Notes of the Company, designated as its Secured Convertible Promissory Notes due April 8, 2025 (the “Notes”) and warrants to purchase shares of the Company’s common stock (the “Warrants”) and together with the Notes and Warrants herein referred to as the “Securities”), issued and sold by the Company p
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
Borrower: Hospitality Income & Ascot, LLC 1830 Jet Stream Drive Colorado Springs, CO 80921 Lender: Integrity Bank & Trust 1275 Village Ridge Point Monument, CO 80132
FORM OFLock-Up Agreement • January 29th, 2024 • Fresh Vine Wine, Inc. • Beverages • Colorado
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024, by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Notes Live, Inc., a Colorado corporation (the “Company”) and (iii) each of the undersigned Holders (each a “Holder”).
ASSIGNMENT AND ASSUMPTION OF LEASESAssignment and Assumption of Leases • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the “Assignment”) is made and entered into this day of December, 2022 by and between GA HIA, LLC, a Colorado limited liability company (“Assignor”), and MATTHEW R. CRADDOCK, AS TRUSTEE UNDER THE MATTHEW R. CRADDOCK IRREVOCABLE TRUST DATED NOVEMBER 5, 2020, a Colorado Irrevocable Trust (“Assignee”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages • California
This AMENDMENT NO. 1 TO LICENSE AGREEMENT (this “Amendment”) is dated as of November 12, 2021 (the “Amendment Date”) by and between Fresh Grapes, LLC, a Texas limited liability company (“Company” or “We”) and Jaybird Investments, LLC, a Delaware limited liability company (“Licensor” or “you”). Licensor and Company are sometimes referred to collectively herein as the “Parties” and each is sometimes referred to herein as a “Party.”
TAD DEVELOPMENT AGREEMENTDevelopment Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Georgia
This Development Agreement (this “Agreement”), dated as of the 12th day of September, 2022, is made by and between the City of Gainesville, Georgia, a municipal corporation of the State of Georgia (the “City”) and GA HIA, LLC (hereinafter referred to as “Developer”), a Georgia limited liability company, as Developer.
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYPurchase and Sale Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws of the State of Colorado (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Georgia
This PURCHASE AND SALE AGREEMENT (this “Agreement”), is made and entered into this 22nd day of June, 2021 (the “Effective Date”), by and between the GAINESVILLE REDEVELOPMENT AUTHORITY (the “Authority” or “Seller”) and GA EHA, LLC, a Colorado limited liability company (“Purchaser”).
EXCLUSIVE OPERATING AGREEMENTExclusive Operating Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Oklahoma
THIS EXCLUSIVE OPERATING AGREEMENT (this “Agreement”) dated January 22, 2024 (the “Effective Date”), is by and between Live Nation Worldwide, Inc., a Delaware corporation or an affiliate thereof (“Operator”) and Notes Live, Inc., a Colorado corporation (“Owner”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (“Amendment”) is made and entered into this 1st day of June 2014, between Bourbon Brothers, LLC, a Colorado limited liability company whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Landlord,” Bourbon Brothers Southern Kitchen Colorado Springs, LLC, a Colorado limited liability company whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Tenant” and Bourbon Brothers Holding Corporation, a Colorado corporation whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Guarantor.”
Licensing AgreementLicensing Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This Licensing Agreement (this “Agreement”) is made effective as of May 18, 2022 between Notes Live, LLC (“Licensor”), a Colorado limited liability company located at 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, and Roth Premium Foods, LLC (“Licensee”), a Colorado limited liability company located at 1830 Jet Stream Drive, Colorado Springs, CO 80921.
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS EMPLOYMENT Agreement (this “Agreement”) is dated as of this 6th day of June, 2023 (the “Effective Date”), between Notes Live, Inc., a Colorado corporation, its successors, and assigns (“Company” or “Corporation”), and J.W. Roth, an individual (“Executive”). Company and Employee may be referred to individually as a “Party,” or collectively as, the “Parties.”
FRESH VINE WINE, INC. Restricted Stock UNIT AgreementRestricted Stock Unit Agreement • May 31st, 2023 • Fresh Vine Wine, Inc. • Beverages
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), made effective as of May 25, 2023 (the “Grant Date”) is by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”).
CHAPTER 380, GRANT, AND DEVELOPMENT AGREEMENT by and among CITY OF MCKINNEY, TEXAS, MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, MCKINNEY COMMUNITY DEVELOPMENT CORPORATION as City Parties and NOTES LIVE, INC., as Owner Dated as of April 16, 2024 SUNSET...Grant and Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Texas
THIS CHAPTER 380 GRANT AND DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into effective as of April 16, 2024 (the “Execution Date”) by and among CITY OF MCKINNEY, TEXAS, a Texas home rule municipal corporation (“City”), MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, a Type A, non-profit development corporation created and existing under the laws of the State of Texas (the “State”), including the Texas Development Corporation Act (“MEDC”), MCKINNEY COMMUNITY DEVELOPMENT CORPORATION, a Type B, non-profit development corporation created and existing under the laws of the State, including the Texas Development Corporation Act (“MCDC”) and NOTES LIVE, INC., a corporation organized under the laws of the State of Colorado (“Owner”). The City, MEDC and MCDC are sometimes collectively referred to as the “City Parties.” City Parties and Owner are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
GUARANTEES FEE AGREEMENTGuarantees Fee Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
THIS GUARANTEES FEE AGREEMENT (“Agreement”) is made as of February ___, 2024, by and between Notes Live, Inc., a Colorado corporation (“Company”), and J. W. Roth, individually (“Guarantor”).
TICKETING SERVICES AGREEMENTTicketing Services Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • California
This Ticketing Services Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), by and between AXS Group LLC, a Delaware limited liability company (“AXS”), and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts:
LOAN NUMBER NOTE DATE PRINCIPAL AMOUNT LOAN TERM MATURITY DATECommercial Promissory Note • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Georgia
CONSTRUCTION LOAN AGREEMENT. “Construction Loan Agreement” means the Construction to Permanent Loan Agreement between Lender and Borrower entered into on May 26, 2022.
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2022 • Fresh Vine Wine, Inc. • Beverages • Minnesota
The Employment Agreement (the “Agreement”) is made and entered into effective as of March 24, 2022 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Ellen Scipta (“Employee”) (the Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYPurchase and Sale Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws of the State of Colorado (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2023 • Fresh Vine Wine, Inc. • Beverages • Minnesota
The Employment Agreement (the “Agreement”) is made and entered into effective as of May 25, 2023 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”) (the Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”).
LOAN AUTHORIZATION AND AGREEMENT (LA&A)Loan Authorization and Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
FRESH VINE WINE INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages • Nevada
This Indemnification Agreement (“Agreement”) is effective as of [ ], by and between Fresh Vine Wine, Inc., a Nevada corporation (“Company”), and [ ] (“Indemnitee”).
THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Third Amendment”) dated as of March 5, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (“Amendment”) is made and entered into this 1st day of April 2022, between Hospitality Income & Asset, LLC, a Colorado limited liability company whose address is 1820 Jet Stream Drive, Colorado Springs, Co 80921, herein designated as the “Landlord,” and Bourbon Brothers Presents, LLC, a Colorado limited liability company whose address is 1820 Jet Stream Drive, Colorado Springs, Co 80921, herein designated as the “Tenant”.
MARKETING AND CONSULTING SERVICES AGREEMENTMarketing and Consulting Services Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
THIS MARKETING AND CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2023, by and between NOTES LIVE, INC. and Chad Hennings, an individual (the “CONSULTANT”).
ASSIGNMENT AND TRANSFER OF LEASE AGREEMENTAssignment and Transfer of Lease Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This Assignment and Transfer of Lease Agreement (“Agreement”) is entered into this 27th day of March, 2017 by and among Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC (“HIA” and “Landlord”), Bourbon Brothers Smokehouse and Tavern CS, LLC ( “BBSTCS”), Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc. (“SCRG”) and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC (“SHSK”). The foregoing parties to this Agreement are referred to collectively as the “Parties.”
