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.”
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.
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
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”).
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.”
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.
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.”
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.
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.”
SUBLEASE AGREEMENTSublease Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS SUBLEASE AGREEMENT (“Lease”) is made and entered into as of the 1st day of June, 2023 between The Sunset Amphitheater, LLC a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Sunset Operations, LLC, a Colorado limited liability company which is wholly owned by Notes Live, Inc., whose address 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, herein designated as the “Tenant.”
FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Fourth 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.
DEED OF TRUSTDeed of Trust • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS DEED OF TRUST is made this ______ day of January, 2024, between NOTES LIVE REAL ESTATE AND DEVELOPMENT, LLC, a Colorado limited liability company (Borrower), whose address is 1755 Telstar Dr. Suite 501 Colorado Springs, CO; and the Public Trustee of the County in which the Property (see § 1) is situated (Trustee); for the benefit of KWO, LLC, a Colorado limited liability company Lender), whose address is 117 S Wahsatch Ave, Colorado Springs, Colorado.
ECONOMIC DEVELOPMENT AGREEMENT BY AND AMONG SUNSET AT BROKEN ARROW, LLC and BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY and CITY OF BROKEN ARROW, OKLAHOMA Dated as of October 3, 2023 ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Oklahoma
This ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) dated as of October 3, 2023, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY (the “Authority”) an Oklahoma public trust, and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (hereinafter called the “City”), as beneficiary of the Authority.
AMENDMENT TO TICKETING SERVICES AGREEMENT SUNSET AMPHITHEATERTicketing Services Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This Amendment to the Ticketing Services Agreement (the “Amendment”) is entered into as of March 29, 2024 (the “Effective Date”), by and among AXS Group LLC (“AXS”), a Delaware limited liability company, and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts:
EXCLUSIVE OPERATING AGREEMENTExclusive Operating Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS EXCLUSIVE OPERATING AGREEMENT (this “Agreement”) dated this 14th day of June, 2023 (the “Effective Date”), is by and between AEG Presents – Rocky Mountains, LLC, a Delaware limited liability company (“Operator”) and Notes Live, Inc., a Colorado corporation (“Owner”).
AMENDED AND RESTATED LEAK-OUT AGREEMENTLeak-Out Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This AMENDED AND RESTATED Leak-Out Agreement (this “Agreement”) is entered into effective as of [ __], 2024 (the “Effective Date”), by and between Notes Live, Inc., a Colorado corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of the Company’s Class C Voting Common Stock.
SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Second Amendment”) dated as of February 20, 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.
SECOND AMENDMENT TO TICKETING SERVICES AGREEMENTTicketing Services Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This Second Amendment to the Ticketing Services Agreement (the “Second Amendment”) is entered into as of March 29, 2024 (the “Effective Date”), by and among AXS Group LLC (“AXS”), a Delaware limited liability company, and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts:
DEVELOPMENT AGREEMENTDevelopment Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This Development Agreement (Agreement”), by and between the City of Murfreesboro (“City’) and Notes Live, Inc., a Colorado corporation (“Notes Live”), is effective as of 8 - 17, 2022 (the “Effective Date”) for the purpose of directing the development of land owned by the City on Medical Center Parkway and Gateway Blvd with a specific economic development project detailed herein.
PURCHASE AND SALES AGREEMENTPurchase and Sale Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
ContractSubscription Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN TRANSACTIONS INTENDED TO BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
COMMERCIAL CONSTRUCTION TO PERMANENT LOAN AGREEMENT LOAN NUMBER AGREEMENT DATEConstruction to Permanent Loan Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Georgia
JAY WILLIAM ROTH 3941 HIGH FOREST RD COLORADO SPRINGS, CO 80908 OLD MILL, LLC 337 E PIKES PEAK AVE, STE 200 COLORADO SPRINGS, CO 80906 MATTHEW R. CRADDOCK IRREVOCABLE TRUST 337 EAST PIKES PEAK AVENUE COLORADO SPRINGS, CO 80903
