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Filing exhibits
- S-4/A Registration of securities issued in business combination transactions
- 10.16 Subscription Agreement for Equity Investment In Notes Live, Inc. Dated As of December 1, 2023
- 23.1 Consent of Wipfli LLP
- 23.3 Consent of Grassi & Co., Cpas, P.C
- 99.10 Chapter 380, Grant, and Development Agreement Between City of Mckinney, Texas, Mckinney Economic Development Corporation, Mckinney Community Development Corporation, and Notes Live, Inc., Dated April 16, 2024
- 99.11 Development Agreement Between Notes Live, Inc. and the City of Murfreesboro, Tennessee, Dated August 17, 2022
- 99.12 Tad Development Agreement Between Ga Hia, LLC and the City of Gainesville, Georgia, Dated September 12, 2022
- 99.13 Economic Development Agreement Between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, Dated October 3, 2023
- 99.14 First Amendment to Economic Development Agreement Between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, Dated January 31, 2024
- 99.15 Second Amendment to Economic Development Agreement Between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, Dated February 20, 2024
- 99.16 Third Amendment to Economic Development Agreement Between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, Dated March 5, 2024
- 99.17 Fourth Amendment to Economic Development Agreement Between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, Dated March 5, 2024
- 99.18 Purchase and Sales Agreement Between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, Dated March 6, 2024
- 99.19 "Stand Still" Letter Agreement Between Notes Development Agreement Between Notes Live, Inc. and the City of Murfreesboro, Tennessee, Dated August 17, 2022LIVE, Inc. and the City of Murfreesboro, Tennessee, Dated May 31, 2023
- 99.20 Exclusive Operating Agreement Dated June 14, 2023 by and Between Aeg Presents - Rocky Mountains, LLC and Notes Live, Inc.
- 99.21 Exclusive Operating Agreement Dated January 22, 2024 by and Between Live Nation Worldwide, Inc. and Notes Live, Inc.
- 99.22 Employment Agreement Dated June 6, 2023 Between Notes Live, Inc. and J.W. Roth
- 99.23 $10,000,000 Promissory Note of Notes Live, Inc. Dated January 17, 2024 Payable to Notes Real Estate and Development, LLC
- 99.24 Deed of Trust Dated January 2024, Between Notes Live Real Estate and Development, LLC and the Public Trustee for the Benefit of Kwo, LLC
- 99.25 Guarantees Fee Agreement Dated February 2024 by and Between Notes Live, Inc. and J. W. Roth
- 99.26 Lease Agreement Between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC D/b/a Southern Hospitality Southern Kitchen, LLC, Dated May 29, 2013
- 99.27 First Amendment to Lease Agreement Between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, Dated June 1, 2014
- 99.28 Assignment and Transfer of Lease Agreement Between Bourbon Brothers, LLC D/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc. D/b/a Southern Concepts Restaurant Group, Inc.
- 99.29 Lease Agreement Between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, Dated October 23, 2018
- 99.30 First Amendment to Lease Agreement Between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, Dated April 1, 2022
- 99.31 Lease Agreement Between Ga Hia, LLC and Bourbon Brothers Smokehouse and Tavern Ga, LLC, Dated April 7, 2022
- 99.32 Lease Agreement Between Sunset on the Stones River, LLC and Stones River Holding Company, LLC, Dated September 23, 2022
- 99.33 Loan Authorization and Agreement Dated May 4, 2020 Between Bourbon Brothers Entertainment LLC and U.S. Small Business Administration
- 99.34 Commercial Promissory Note Dated May 26, 2022 Delivered by Ga Hia, LLC In Favor of Pinnacle Bank
- 99.35 Unlimited Continuing Guaranty by Jay William Roth As Guarantor of the Obligations of Ga Hia, LLC In Favor of Pinnacle Bank
- 99.36 Change In Terms Agreement Between Ga Hia, LLC and Pinnacle Bank, Dated December 28, 2022
- 99.37 Commercial Construction to Permanent Loan Agreement Between Ga Hia, LLC and Pinnacle Bank, Dated December 28, 2022
- 99.38 Agreement for Purchase and Sale of Real Property Between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, Dated March 14, 2023
- 99.39 Agreement for Purchase and Sale of Real Property Between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, Dated April 14, 2023
- 99.40 Purchase and Sale Agreement Between Ga Hia, LLC and the Gainesville Redevelopment Authority, Dated June 22, 2021
- 99.41 Lease Agreement Between 13141 BP, LLC and Buttermilk Eatery LLC, Dated January 20, 2020
- 99.42 Change In Terms Agreement Between Hospitality Income & Asset, LLC and Integrity Bank & Trust, Dated July 1, 2021
- 99.43 Lien to Secure Performance from Sunset on the Stones River LLC In Favor of the City of Murfreesboro, Tennessee, Dated December 21, 2022
- 99.44 Unsecured Promissory Note Delivered by Notes Live, Inc. In Favor of Sunset Amphitheater, LLC, Dated March 15, 2023
- 99.45 Sublease Agreement Between the Sunset Amphitheater, LLC and Sunset Operations, LLC, Dated June 1, 2023
- 99.46 Assignment and Assumption of Leases Between Ga Hia, LLC and Matthew R. Craddock, As Trustee Under the Matthew R. Craddock Irrevocable Trust Dated November 5, 2020
- 99.47 Commercial Construction to Permanent Loan Agreement Between Ga Hia, LLC and Pinnacle Bank, As Guaranteed by Jay William Roth, Dated May 26, 2022
- 99.48 Limited Continuing Guaranty by Matthew R. Craddock Irrevocable Trust In Favor of Pinnacle Bank, Dated December 28, 2022
- 99.49 Limited Continuing Guaranty by Old Mill, LLC In Favor of Pinnacle Bank, Dated December 28, 2022
- 99.50 Licensing Agreement Between Notes Live, Inc. and Roth Premium Foods, LLC, Dated May 18, 2022
- 99.51 Marketing and Consulting Services Agreement Between Notes Live, Inc. and Chad Hennings, Dated January 25, 2023
- 99.52 Ticketing Services Agreement Between Notes Live, Inc. and Axs Group LLC, Dated May 1, 2023
- 99.53 First Amendment to Ticketing Services Agreement Between Notes Live, Inc. and Axs Group LLC, Dated March 29, 2024
- 99.54 Second Amendment to Ticketing Services Agreement Between Notes Live, Inc. and Axs Group LLC, Dated March 29, 2024
- 99.55 Notes Live, Inc. 2023 Omnibus Incentive Compensation Plan
- 99.56 Form of Amended and Restated Leak-out Agreement
- 99.57 Form of Notes Live Compensatory Warrant Agreement
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Associated filings
- 13 Aug 24 RW Registration withdrawal request
-
28 May 24 S-4/A Registration of securities issued in business combination transactions (amended)
- 29 Mar 24 S-4 Registration of securities issued in business combination transactions
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Amendment No. 1 to the Registration Statement on Form S-4 of Fresh Vine Wine, Inc. (the “Company”) of our report dated March 8, 2024, relating to the 2023 financial statements of Fresh Vine Wine, Inc. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to our firm under the heading “Experts” in this Registration Statement.
/s/ Wipfli LLP
Minneapolis, Minnesota
May 28, 2024