Broker-Dealer AgreementBroker-Dealer Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Worldwide States, LLC (and its proposed successor in interest Worldwide Stages, Inc.) (“Client”), a Tennessee Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of February 27, 2023 (the “Effective Date”):
FORM OF SUBSCRIPTION AGREEMENT Worldwide Stages, Inc.Subscription Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
Interests are offered through Dalmore Group, L.L.C., a New York limited liability company, a registered broker-dealer and a member of FINRA and SIPC (“Broker”)
ESCROW AGREEMENTEscrow Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • New York
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
CONSTRUCTION LOAN AND SECURITY AGREEMENTConstruction Loan and Security Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
In accordance with the Construction Loan Agreement in the amount of $13,280,000.00 dated May 27, 2021, between the Borrower and Lender, the Borrower requests that $___________________ be advanced. The proceeds should be credited to the account of ___________________ Account No. ___________________ at ___________________.
FIRST AMENDED INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services
This First Amended Agreement for Performance of Services (“Agreement”) is effective as of May 27, 2022 and amends and restates in its entirety that original Independent Contractor Agreement between the parties made on 4/1/2022 (the “Effective Date”), between WWS Spring Hill, LLC (“Client”), with a principal place of business at 5000 Northfield Lane, Spring Hill, TN 37174, and The Q Advisors LLC (“Contractor”), an independent contractor, with a principal place of business at 1143 Rip Steele Rd, Columbia, TN 38401.
Employment AgreementEmployment Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
This Employment Agreement (the “Agreement”) is made and entered into as of May 10, 2023 (“Effective Date”), by and between Tory Moore (“Employee”) and Worldwide Stages Spring Hill, LLC, its affiliates and subsidiaries, whether now existing or formed in the future (collectively, the “Company”).
Employment AgreementEmployment Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
This Employment Agreement (the “Agreement”) is made and entered into as of May 10, 2023 (“Effective Date”), by and between Trevor S. Williams (“Employee”) and Worldwide Stages Spring Hill, LLC, its affiliates and subsidiaries, whether now existing or formed in the future (collectively, the “Company”).
PURCHASE AND SALE AGREEMENT between GENERAL MOTORS LLC, a Delaware limited liability company, as Seller, and WORLDWIDE STAGES LLC, a Tennessee Limited Liability Company, as Purchaser December 15 , 2022Purchase and Sale Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 16th day of December, 2022 (the “Effective Date”), by and between GENERAL MOTORS LLC, a Delaware limited liability company (“Seller”), and WORLDWIDE STAGES LLC, a Tennessee Limited Liability Company (“Purchaser”).
Employment AgreementEmployment Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
This Employment Agreement (the “Agreement”) is made and entered into as of April 15, 2021 (“Effective Date”), by and between Kelly Frey (“Frey”) and Worldwide Stages Spring Hill, LLC, its affiliates and subsidiaries, whether now existing or formed in the future (collectively, the “Company”).
OFFER LETTER AND EMPLOYMENT AGREEMENT TYLER WORROCKEmployment Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
We are pleased to offer you employment with Worldwide Stages Spring Hill LLC (the Company) as Director of Operations. The terms and conditions of the Company’s offer of employment to you are outlined in this Offer Letter and Employment Agreement, together with all of its enclosures and exhibits (collectively, Offer and Agreement).
AMENDMENT TO LOAN DOCUMENTSLoan Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
THIS AMENDMENT TO LOAN DOCUMENTS (“Amendment”) dated and made effective as of December 21, 2022 (“Effective Date”) is made and entered into on the terms and conditions hereinafter set forth, by and among WORLDWIDE STAGES SPRING HILL REALTY LLC, a Tennessee limited liability company (the “Borrower”); Worldwide Stages Spring Hill, LLC, a Tennessee limited liability company and KELLY L. FREY, SR., an individual resident of Tennessee (collectively, the “Guarantor”) and CAPSTAR BANK (“Lender”). Borrower and Lender are sometimes collectively referred to as “Parties” and separately as “Party.”
MANAGER/GUARANTY AGREEMENTManager/Guaranty Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
This Manager/Guaranty Agreement (“Agreement”) is made this 27th day of May, 2021 (the “Effective Date”) by and between Worldwide Stages Spring Hill Realty LLC (“Company”) and Kelly L. Frey, Sr. (“Manager”). The Company and Manager are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
PROPERTY MANAGEMENT AND CONSULTING SERVICES AGREEMENTProperty Management and Consulting Services Agreement • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services • Tennessee
This Property Management and Consulting Services Agreement (“Agreement”) is made this May 27, 2021 (the “Effective Date”) between Worldwide Stages, LLC (“Company”), and Valiant Wealth, LLC (“Property Management Company”). The Company and Property Management Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party”;
FIRST AMENDMENT TO AGREEMENT OF REORGANIZATION AND PLAN OF MERGERAgreement of Reorganization and Plan of Merger • June 15th, 2023 • Worldwide Stages, Inc. • Services-amusement & recreation services
This First Amendment to Agreement of Reorganization and Plan of Merger (the “Agreement”), is made and entered into as of the date of last execution by the signatories and amends that certain Agreement of Reorganization and Plan of Merger dated March 6, 2023, by and among WorldWide Stages, LLC, a Tennessee limited liability company (the “Parent”), WorldWide Stages Spring Hill, LLC, a Tennessee limited liability company (“OpCo”), WorldWide Stages Spring Hill Realty, LLC, a Tennessee limited liability company (“PropCo”) (“Parent, OpCo and PropCo being sometimes individually referred to herein as a “Company” and collectively as the “Companies”), Worldwide Stages, Inc., a Tennessee corporation (“WWS”), and each of the securityholders of the Companies whose signatures appear on the signature pages hereto (each such person, a “Securityholder” and, collectively, the “Securityholders”). The Companies and the Securityholders are sometimes referred to herein, individually as a “Party”, and collec
