Fresh Vine Wine (VINE) S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 99.17

FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT

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.

WITNESSETH:

WHEREAS, the Developer, the Authority and the City entered into that certain Economic Development Agreement dated October 3, 2023 (the “Agreement”); and

WHEREAS, the Developer, the Authority, and the City entered into a First Amendment dated January 31, 2024;

WHEREAS, the Developer the Authority, and the City entered into a Second Amendment dated February 20, 2024;

WHEREAS, the Developer the Authority, and the City entered into a Third Amendment dated March 5, 2024;

WHEREAS, pursuant to Section 2.1 of the Agreement, the parties agree that an extension of certain deadlines set forth in the Agreement is necessary.

NOW, THEREFORE, in consideration of the promises and mutual obligations herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby covenant and agree with each other as follows:

1. AMENDMENT TO SECTION 2.1

The first paragraph of Section 2.1 is hereby deleted in its entirety and replaced with the following:

2.1. MUTUAL CONDITIONS PRECEDENT. The obligations of the Authority, the City, and the Developer to proceed with their respective obligations are subject to the satisfaction or waiver of the following conditions precedent set forth in this Section 2.1. As of the date of the First Amendment on January 31, 2024, items A, B, C and D below have been completed. As of the date of the Second Amendment, Item E has been completed. Item F below shall be completed no later than June 30, 2024, or such later date as may be mutually agreed upon by the parties hereto. Failure by any party to timely complete its obligations under this Section 2.1 shall be a breach of this Agreement unless a mutually agreed extension of the timeline to complete such obligation is entered into prior to June 30, 2024. Any additional extension of the deadline to complete the conditions precedent set forth in item F below shall result in a corresponding extension in any deadline for the Developer to complete its obligations under this Agreement.

All other provisions of Section 2.1 shall remain in full force and effect.

2. NO OTHER AMENDMENTS.

All other provisions of the Agreement, except as amended herein, shall remain in full force and effect and are hereby ratified in all respects. In the event of any inconsistency between the terms and conditions of this Fourth Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall control.

3. BINDING EFFECT.

This Fourth Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

4. COUNTERPARTS.

The parties may execute this Fourth Amendment in counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument.

5. FACSIMILE AND ELECTRONIC SIGNATURE.

This Fourth Amendment may be executed by facsimile signatures transmitted by electronic mail or any other electronic signature platform and any such executed versions shall be binding upon the parties hereto as if the signatures were originally executed.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

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IN WITNESS WHEREOF, the Developer has caused this Fourth Amendment to be duly executed and delivered as of the date first above written.

SUNSET AT BROKEN ARROW, LLC,
an Oklahoma limited liability company
By:	/s/ JW Roth	4/19/2024
Name:	JW Roth
Title:	Manager

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IN WITNESS WHEREOF, the Authority has caused this Fourth Amendment to be duly executed and delivered as of the date first above written.

	BROKEN ARROW ECONOMIC
	DEVELOPMENT AUTHORITY,
	an Oklahoma public trust
(SEAL)	By:	/s/ Debra Wimpee	4/19/2024
	Name:	Debra Wimpee
ATTEST:	Title:	Chairman

By:	/s/ Curtis Green	4/22/2024
Name:	Curtis Green
Title:	Secretary

/s/ Danny Littlefield	4/16/2024
Danny Littlefield
Deputy City Attorney

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IN WITNESS WHEREOF, the City has caused this Fourth Amendment to be duly executed and delivered as of the date first above written.

	CITY OF BROKEN ARROW, OKLAHOMA,
	a municipal corporation
(SEAL)	By:	/s/ Debra Wimpee	4/19/2024
	Name:	Debra Wimpee
ATTEST:	Title:	Chairman

By:	/s/ Curtis Green	4/22/2024
Name:	Curtis Green
Title:	Secretary

/s/ Danny Littlefield	4/16/2024
Danny Littlefield
Deputy City Attorney

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