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Home My WebLink About20132953.tiffRESOLUTION RE: APPROVE APPLICATION FOR TRANSFER OF OWNERSHIP OF HOTEL AND RESTAURANT LIQUOR LICENSE FROM JENSEN ENTERTAINMENT, LLC, DBA T-BONES RESTAURANT AND LOUNGE, TO SMOKEHOUSE ENTERPRISES, LLC, DBA OLE HICKORY SMOKEHOUSE AND TAVERN, AND AUTHORIZE CHAIR TO SIGN - EXPIRES FEBRUARY 3, 2015 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Smokehouse Enterprises, LLC, dba Ole Hickory Smokehouse and Tavern, presented to the Board of County Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a Hotel and Restaurant Liquor License, on August 19, 2013, for the sale of malt, vinous and spirituous liquors, said license previously held by Jensen Entertainment, LLC, dba T -Bones Restaurant and Lounge, and WHEREAS, at a hearing on August 28, 2013, the Board deemed it advisable to approve a Temporary Permit to conduct business and sell malt, vinous and spirituous liquors for consumption by the drink on the premises only, at retail at said location in accordance with the license previously held by Jensen Entertainment, LLC dba T -Bones Restaurant and Lounge, subject to all other rules and regulations set forth by the Board of County Commissioners of Weld County, Colorado, for a period of 120 days, or until such time as the application for Transfer of Ownership is approved by the State of Colorado, whichever shall occur first, and WHEREAS, at a hearing on October 21, 2013, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the required fees to the County of Weld for a Transfer of Ownership of the existing license, and WHEREAS, said applicant has exhibited a State Liquor License for the sale of malt, vinous and spirituous liquors for consumption by the drink on the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 3815 Highway 119, Longmont, Colorado 80504 WHEREAS, the Licensee shall host "responsible vendor' training every six (6) months as agreeable to the Colorado Department of Revenue Liquor Enforcement Division, and this training shall be open to other area licensees. Each employee shall be "responsible vendor" trained, and the Licensee shall provide documentary evidence that each employee has been "responsible vendor" trained to the Weld County Clerk to the Board within thirty (30) days of the first available "responsible vendor" class after hiring. ec : Ana., sv 2013-2953 LC0014 TRANSFER OWNERSHIP OF LIQUOR LICENSE - OLE HICKORY SMOKEHOUSE AND TAVERN PAGE 2 NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 2014-2 to said applicant to sell malt, vinous and spirituous liquors for consumption by the drink on the premises only, only at retail at said location and does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until February 3, 2015, providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of October, A.D., 2013. BOARD OF COUNTY COMMISSIONERS WELD COUNT-YOLORADO ATTEST: WAIL, Co. r � Weld County Clerk to the Boar ty Clerk to the Board APP13OV D AST FORM: Count Atto rney y Date of signature: a'7'J9 n P. Conway Mike Freeman arbara Kirkmey 2013-2953 LC0014 THIS LICENSE MUST BE POSTED IN PUBLIC VIEW. DR 8402 (07/01/2012) STATE OF COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 Pierce Street, Suite 108 Lakewood, Colorado 80214 SMOKEHOUSE ENTERPRISES LLC dba OLE HICKORY SMOKEHOUSE & TAVERN 3815 STATE HWY 119 LONGMONT CO 80504 ALCOHOL BEVERAGE LICENSE Liquor License Number 4702219 License Expires at Midnight February 03, 2015 License Type HOTEL & RESTAURANT (COUNTY) Authorized Beverages MALT, VINOUS, AND SPIRITUOUS This license is issued subject to the laws of the State of Colorado and especially under the provisions of Title 12, Articles 46 or 47, CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described. This license is only valid through the expiration date shown above. Any questions concerning this license should be addressed to: Colorado Liquor Enforcement Division, 1881 Pierce Street, Suite 108, Lakewood, CO 80214. In testimony whereof, I have hereunto set my hand. 2/4/2014 AMC Division Director Executive Director to C N ter a v r( %111 il) YIN a O s o vt c w ''' 'C C O Co d- ° ° ti Q> .5 cC w N .n %i �.. 1 �rn o °bili o w a H� v� o Cr b y y.., p .-n 'ti j u o -, YIN Q W z W :� p N ] ria A O o ro 7 w0 r>O s 'kt m �O '� L,' H O o '� F .. v '�k, "O sr o>�.� e E� o -° c a /� oO�V ,� flIrIU I YIN U a a A �' oA 4-i o b acd HZ o °" s o '2 v zn 0 CA YIN YIN YIN 1 YIN n %1 1 VI �'. N j ti L c::::, ► Z o w o 41 -. h i..l i�i W , Io F 01111111 p: H re, .',0 t-2,) .,q112 E 19 ,-4-4 abcd o HH lg oQoaCA ° w p '� o C ° x a o el) - H t u, ry x E p 44 cd vv w L,-, '5 w vwi ,.C O o › P. 4J \ rl O G O E M N cn .0 'C q ° dY' c�s , c o C a { ci o a ri o v O ° O 4-4 x ° 11 CA r �_ a w O cO a '� t co l bA 79, � 00 v N O ' w° aO ct 'd • , 4_, ' 5A cs o W38I-4 ° bi = •� sica o QfQ 'd ,� ' Q \j cn U O o y ° al o°'' a al z O z V) c C DR 8404 (05/07/09) Page 1 21 COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION DENVER CO 80261 COLORADO LIQUOR RETAIL LICENSE APPLICATION DEPARTMENT LJSF ONLY ❑ NEW LICENSE TRANSFER OF OWNERSHIP ■ LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ • APPUCANT SHOULD OBTAIN A COPY OF THE COLORADO UQUOR AND BEER CODE(Call 303-370-2165) I. Applicant is applying as a Li Individual Corporation 1 Limited Liability Company ❑ Partnership (includes Limited Liability and Husband and Wife Partnerships) ❑ Association or Other 2. Applicant IF an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation Sm o KCcase Lu re-gp i 6- -5 t-�C Fein Number '16 -- �3, q i T37 __ho 2a.Trade Name of Establishment (DBA) 6t,E 41e,Ko1 SKI Okeh©c sc TRu Re State Sales Tax No. 479 ao 1 r Business Telephone 30g--107V-c+iiOD 3. Address of Premises (sp cify exact location of premised) 3S -Is. STRTE 1-1w(/ 1(9 City Lo p:51 mc )i-Yr County LAD E lb State CO ZIP Code nD5Ozi 4. Mailing Address (Number and Street) City or Town State ZIP Code 5. if the premises currently have a liquor or beer license, you MUST answer the following questions: Present Trade Name of Establishment (DBA) T-- 001,E s 14251 Present State License No. b9 360 00 Present Class of License Present Expiration Date 1107eL1ge6 a0RR r 11► -1 jam ,_1 LIAR SECTION A NONREFUNDABLE APPLICATION FEES LIAR SECTION B (CONT.) LIQUOR LICENSE FEES 2300 ❑ Application Fee for New License $1,025.00 2302 ■ Application Fee for New License - w/Concurrent Review $1,125 00 2310 VI Application Fee for Transfer $1,025.00 1985 LI Resort Complex License (City) $500.00 1986 ■ Resort Complex License (County) $500.00 1988 ■ Add Related Facility to Resort Complex... $ 75.00 X Total 1990 ■ Club License (City) $308.75 1991 LI Club License (County) $308.75 2010 ■ Tavern License (City) $500.00 2011 ■ Tavern License (County) $500.00 2012 [ ] Manager Registration Tavern $ 75.00 2020 ■ Arts License (City) $308.75 2021 ■ Arts License (County) $308.75 2030 ■ Racetrack License (City) $500.00 2031 ■ Racetrack License (County) ...$500.00 2040 ■ Optional Premises License (City) $500.00 2041 ■ Optional Premises License (County) $500.00 2045 El Vintners Restaurant License (City) $750.00 2046 ■ Vintners Restaurant License (County) $750.00 2220 ■ Add Optional Premises to H & R $100.00 X__.Total ,_-__. 2370 LI Master File Location Fee $ 25.00 X ____. Total __ 2375 ❑ Master File Background $250.00 X Total )_IAB SECTION B LIQUOR LICENSE FEES 1905 ■ Retail Gaming Tavern License (City) $500.00 1906 ■ Retail Gaming Tavern License (County) $500.00 1940 ❑ Retail Liquor Store License (City) $227.50 1941 ❑ Retail Liquor Store License (County) $312.50 1950 ❑ Liquor Licensed Drugstore (City) $227.50 1951 [1 Liquor Licensed Drugstore (County) $312.50 1960 U Beer and Wine License (City) $351.25 1961 ❑ Beer and Wine License (County) $436.25 1970 ■ Hotel and Restaurant License (City) $500.00 1971 1 Hotel and Restaurant License (County) $500.00 1975 ■ Brew Pub License (City) $750.00 1976 ❑ Brew Pub License (County) $750.00 1980 ■ Hotel and Restaurant License w/opt premises (City) $500.00 1981 ❑ Hotel and Restaurant License w/opt premises (County) $500.00 1983 Li Manager Registration - H & R $ 75.00 DO NOT WRITE IN THIS SPACE - FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Account Number Liability Date License Issued Through (Expiration Date) FROM TO %�%%2013-2953 % State _ -750 (999) City 2180-100 (999) County 2190-100 (999) Managers Reg -750 (999) Cash Fund New Llcrns a 2300-100 (999) Ca.L, need Trnnstrr License 2310-100 (999) TOTAL DR 8404 (05/07/09) Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION A. Applicant/Licensee identified. B. State sales tax license number listed or applied for at time of application. C. License type or other transaction identified. % D. Return originals to local authority. ❑ E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES A. No larger than 8 1/2" X 11". XB. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.). • C. Separate diagram for each floor (if multiple levels). gD. Kitchen - identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION ■ A. Deed in name of the Applicant ONLY (or) ■ B. Lease in the name of the Applicant ONLY. ❑ C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant. D. Other Agreement if not deed or lease. IV. Br5CKGROUND INFORMATION AND FINANCIAL DOCUMENTS A A. Individual History Record(s) (Form DR 8404-I). ❑ B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) Xi C. Purchase agreement, stock transfer agreement, and or authorization to transfer license. gD. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) A A. Certificate of Incorporation (and/or) • B. Certificate of Good Standing if incorporated more than 2 years ago. ■ C. Certificate of Authorization if foreign corporation. ytD. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer"). VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) A. Partnership Agreement (general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). B. Copy of operating agreement. in C. Certificate of Authority (if foreign company). VIII. APPLICATION MANAGER REGISTRATION FOR HOTEL AND RESTAURANT, TAVERN LICENSES WHEN INCLUDED WITH THIS • A. $75.00 fee. 0 B. Individual History Record (DR 8404-I). DR 8404 (05/07/09) Page 3 6. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock- Yes No holders or directors if a corporation) or manager under the age of twenty-one years? ❑ Ira 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state); (a) been denied an alcohol beverage license? (b) had an alcohol beverage license suspended or revoked? (c) had interest in another entity that had an alcohol beverage license suspended or revoked? If you answered yes to 7a, b or c, explain in detail on a separate sheet. ❑ EA ❑ LiZI 8. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes," explain in detail. ❑ N 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? • x 10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list any current or former financial interest in said business including any loans to or from a licensee. ❑ X 11. a. Attach entrances, to Does the Applicant, as listed on line 2 of this application, arrangement? • Ownership ] Lease ❑ Other (Explain in If leased, list name of landlord and tenant, and date of have legal possession of the premises by virtue of ownership, Detail) lease or other X ❑ expiration, EXACTLY as they appear on the lease: Landlord Uai e`er p ; 5 be for Tenant 1rytcAzirtmse. grviet pl •t sec. LLC, Expires oct . -51 Bol l a diagram and outline or designate the area to exits and what each room shall be utilized be to scale) licensed (including dimensions) which shows the bars, brewery, walls, partitions, in this business. This diagram should be no larger than 8 1/2" X 11". (Doesn't have 12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies), will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST , Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses Has a local ordinance or resolution authorizing optional Number of separate Optional Premises areas requested. with Optional Premises premises been adopted? (See License Fee Chart) Yes No 14. Liquor Licensed Drug Store applicants, answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Pharmacy? COPY MUST BE ATTACHED. Yes No ❑ • 15. Club Liquor License applicants answer the following (a) Is the applicant organization operated solely not for pecuniary gain? (b) Is the applicant organization a regularly operated solely for the object of a patriotic (c) How long has the club been incorporated? (Three years required) and attach: for a national, social, fraternal, patriotic, political or athletic purpose and Yes No U Li chartered branch, lodge or chapter of a national organization which is or fraternal organization or society, but not for pecuniary gain? ❑ (d) Has applicant occupied an establishment for three years that was operated solely for the reasons stated above? El ,I❑ 16. Brew -Pub License or Vintner Restaurant Applicants answer the following: Yes (a) Has the applicant received or applied for a Federal Permit? (Copy of permit or application must be attached) No • • 17a. Name of Manager (for all on -premises applicants) application for a Hotel, Restaurant or Tavern License, 17b. Does this manager act as the manager of, or have licensed establishment in the State of Colorado? If _,SU S fl 10 L: 7 i (t'i A Art,5 (If this is an 8404-I). Date of Birth the manager must also submit an Individual History Record (DR a financial interest in, any other liquor yes, provide name, type of license and account number. Yes No ❑ g. 18. Tax Distraint information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? If yes, provide an explanation and include copies of any payment agreements. Yes No • J DR 8404 (05/07/09) Page 4 19. If applicant is a corporation, partnership, association or limited liability company, applicant must list ALL OFFICERS, DIRECTORS, GENERAL PARTNERS, AND MANAGING MEMBERS. In addition applicant must list any stockholders, partners, or members with OWNER- SHIP OF 10% OR MORE IN THE APPLICANT. ALL PERSONS LISTED BELOW must also attach form DR 8404-I (Individual History record), and submit finger print cards to their local licensing authority. NAME HOME ADDRESS, CITY & STATE DOB POSITION %OWNED` KaNIETU 7,>}•;' i - ( rY1,r,L` AR1(c'R. ?OO1,g- 1,3 3 E, caiTntiVE/lo&.RA/!O ' 5Foc:-,r;ciz- DI6is.i(teit;e-9 5D 72 'If total ownership percentage disclosed here does not total 100% applicant must check this box Applicant affirms that no individual other than these disclosed herein, owns 10% or more of the applicant Additional Documents to be submitted by type of entity ❑ CORPORATION 1.11 Cert. of Incorp. ❑ Cert. of Good Standing (if more than 2 yrs. old) ❑ Cert. of Auth. (if a foreign corp.) ❑ PARTNERSHIP ❑ Partnership Agreement (Genera! or Limited) ❑ Husband and Wife partnership (no written agreement) IN LIMITED LIABILITY COMPANY N Articles of Organization C Cert. of Authority (if foreign company) ,n Operating Agrmt. ❑ ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent (if applicable) 'Ili 0 Pil AS Tofner) 1c'RE Address for Service q 6944 ), 7171-4.s.TEET SLJ1TE S ,(.OAxiinewr- C -Q OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Au orized Sign re• _ 4L41 IOC 14&ik.,4lLQ Title '774/6.9 O oet)/L%(-- Date - (i -Lip t �J REPORT AND. APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Date application filed with local authority (1 -1q. -Aim Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application 12-47-311 (1)) C.A.S. THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS: That each person required to file DR 8404-I (Individual History Record) has: Yes Been fingerprinted Er een subject to background investigation, including NCIC/CCIC check for outstanding warrants I' That the local authority has conducted, or intends to conduct, an inspection of the proposed premises to ensure that the applicant is in compliance with, and aware of, liquor code provisions affecting their class of license o' (Chee k One) 2 [q!( Date of Inspection or Anticipated Date .. J /DO 3 ❑ Upon approval of state licensing authority. No • • • The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do reportthat such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local Licensing Authority for r Weld Cou ty, Colorado Telephone Number 970-356-4000 x 4225 ❑ TOWN, CITY {Z] COUNTY Signal 3 / Ti r\ :ir , and of County Commissioners Date OCT 2 1 2013 S natu (attest) r,� o . u r; Clerk to the Board Date OCT 2 1 2013 &7/3. coLorrine Liquor EnfmcetOon 1375Shennan St, Sep%a tor, 2005 OS112 FFIDAVIT OF TR. �re Pursu -ntto the requirements of states that ell acrnunts for alcc id an full. There are n Licenseee hereby certifI beverages that are unp FER ARO STATEMENT OF COMPLIANCE 7 a0a(s)(h), Colorado Revised Statutes, Licensee hereby. ot beverages saki 'AO the Applicant are: tit tending accounts with any Colarada.WNholeaatere, that .the following is a complete tist of acc4ur is for alcohol Licensee am/ Applicant gree float all accounts will he paid for fratn:.the ptaeeeds at closing by the; .Li nsee DApplican₹ Licensee unavailabte4o ln. ventary Ii$t attached. © Applicant wilt assume ₹u listed above. o alcohol' beverage it v Lida ee tereby authorizes tt Appl'; rit,. its' agent, era corn formebythe,frpplicant: Dated this, J day of t.CP✓I Erato/i"alvtet ttcens e & License Number Positie ertl% disposition of accounts for hbIbeverages -- artsfer by operation of, law Regulation 47-304. responsibility' for payritentot the outstanding accounts.. as ntorytransferred or:spld: transfer.of its Colorado Retail Liquor License to the iray,. corporation, .partnership 'jr Othex business entity ₹o be. DR 8404-I (01/06/05) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1. Name of Business r(� f L ? , r • MOkE il(DOSE, briC TER-PRisE5 )-L( F-1 CIE )4 `kL'f' amCk6ho '6 e 779 EQN 2. Your Full Name (last, first, middle) l'),kV RR, �cs00 F�ROE.6-`.2 3. List any other names you have used. Soil -f0 gootl0.5 4. Mailing address (if different from residence) Home Telephone o' -...-, r1- '73,I7 5. List all residence addresses below. Include current and previous addresses for the past five years. FROM STREET AND NUMBER CITY, STATE, ZIP TO Current /369.8 6, 8-xPo3 r i ; DATAv ito2oet- 00 S00 50 on -1-4-051J, L . ‘- Slid -I-dot3 plc i Previous ri65 StbriEyyi /( di, tic `2/ -(°-cc:tc'- -f aci5 6. List all current and former employers or businesses engaged in within the last five years (Attach separate sheet if necessary) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO fi-J&Dryi oN'ac i 614J- 3gvi( '7 5i Siv,��& _ _ dV.�-,v;l1j !i'16 PRr.$) � itsr cC a -\._. (io3-1 i ,ADI. 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE dola 8. Have you ever applied for, held, or had an interest in a State of Colorado Liquor inventory, to any liquor or beer licensee? If yes, answer in detail. n Yes or Beer X No License, or loaned money, furniture or fixtures, equipment or 9. Have you ever received a violation notice suspension or revocation, for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the U.S.? If yes, explain in detail. Yes VI No 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? Include arrests for DUI and DWAI. (If yes, explain in detail.) ❑ Yes No 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.) ❑ Yes No 12. Have you ever had any STATE issued licenses suspended, revoked, or denied including a drivers license? (If yes, explain in detail.) ❑ Yes No PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24-72-204 C.R.S., information provided below will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 12-47-307 C.R.S. 13a. Date of Birth b. Social Security Number SSN c. Place of Birth �Y E-mphi5 d. U.S. Citizen? [1�Yes No e. If Naturalized, State where t.17J f. When g. Name of District Court h. Naturalization Certificate Number i. Date of Certification j. If an Alien, Give Alien's Registration Card Number k. Permanent Residence Card Number I. Height .5 N m. Weight 1b_© n. Hair Color BP_ o. {Eye Color N p. Sex r q. Race r. Do you have a current Driver's License? If so, give number and state Yes No 14. Financial a. Total purchase partnership, Information. 00 price $ --5—d i (if buying an existing business) or !� �iatt piteciLQt. investment being made by the applying entity, corporation, UA.l, 4(e4 14�� V �1c-e°_ 190° limited liability company, other $ (10i 5 u 7. b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases and fees paid $ (-Pb, 537. �° c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach a separate sheet if needed. Type: Cash, Services or Equipment Source:Name of Bank; Account Type and Number Amount 6164)eb 0 o t1?j) (Rr#f - 7) d. Loan Information (attach copies of all notes or loans) Name of Lender and Account Number Address Term Security Amount 15. Give name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons authorized to draw thereon. tia) //5 641-10 4 Ehoo e t r-Rp1/5E5, LJ So600 WI ib A iY15 2 Kei,),0En1- (1)t -le 0 e) / f'i iii -R (free._ Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my kn wledge. Autho zed Signature e T Date DR 8404-I (01/06/05) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1. Name of Business � PO , sr1lbkEhUCE:iii-YTERRR sest Li�C_. 01E 1-ItckOR9 SmoFhc sg c r/UGRAI 2. Your Full Name (last, first, middle) tk ,tWlir R.. • kU,.)DE Tti :Dpii,3 i E1 3. list any other names you have used. 4. Mailing address (if different from residence) i3iOA3 E-.ewo5iTiok) nue A bRogAtC_b atoia Home Telephone G. --5:17w1736_f 5. List all residence addresses below. Include current and previous addresses for the past five years. STREET AND NUMBER CITY, STATE, ZIP FROM TO Current 13 36g3 E, C Kpb� 17?u Ave CInYE A 0 PG A41 (Ii) . (-9-,--,6i a S•- I- D i 8 Pi?.E5E Arr Previous 9 9 Sib 06. .gc6K 600-TttIVE&4r 11-13: ,8'‘.0, -ii. ,._ 04 -aoko 5Y l"aot°3 6. List all current and former employers or businesses engaged in within the last five years (Attach separate sheet if necessary) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO i' a to iNP,K 8,c; ( t3 i Ff-KE s RReeY .DE.ti v'Uk C� suPclatJ ;5o_ -1- abti3 Peesea Sfcc i 141SE l7i WET 146-c �IcroEyeR aov6 f0A.tJ0/TilA%r 3- far=vRrturri-pi. 35;1-31 .a Lo(WRiE .jEa R E. 7 0 4griurrCloepogarr Cove- G 1E��iCi elf- 015.- co ci 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE J1i 8. Have you ever applied for, held, or had an interest in a State of Colorado liquor or Beer License, or loaned money, furniture or fixtures, equipment or inventory, to any liquor or beer licensee? If yes, answer in detail. L-[ Yes X No 9. Have you ever received a violation notice suspension or revocation, for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the U.S.? If yes, explain in detail. I] Yes No 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? Include arrests for DUI and DWAI. (if yes, explain in detail) Dyes No 11. U Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.) Yes yl,No 12. E Have you ever had any STATE issued licenses suspended, revoked, or denied including a drivers license? (If yes, explain in detail.) Yes $No PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24-72-204 C.R.S., information provided below will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 12-47-307 C.R.S. 13a. Date of Birth b. Social Security Number SSN c. Place of Birth Nnt5huillE, TN d. U.S. Citizen? Yes No e. If Naturalized, State where f. When g. Name of District Court h. Naturalization Certificate Number i. Date of Certification j. If an Alien, Give Alien's Registration Card Number k. Permanent Residence Card Number I. Height 16 1 516," m. Weight I$0 n. Hair Color OR o. Eye Color QR p. Sex m q. Race r. Do you have a current Driver's License? If so, give number and state Yes No 14. Financial Information. op a. Total purchase price $ 6-4 °PO, (if buying an existing business) or investment being made by the applying entity, corporation, partnership, limited liability company, other $ b. List the total amount of your investment inthis business including any notes, loans, cash, services or equipment, operating capital, M,. c� stock purchases and fees paid $ COlO Uj 5 O1.(5b Jowl rch&� Wt SItsa.1'1. (/(J! /0 aI 4_ s (Sprxis4 c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach a separate sheet if needed. Type: Cash, Services or Equipment Source: Name of Bank; Account Type and Number Amount 21+ghEb & l- efZgErieer� Crl) d. Loan Information (attach copies of all notes or loans) Name of Lender and Account Number Address Term Security Amount Ai li, 15. Give name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons authorized to draw thereon. t3&lis rRRcto A l iisrrt pRisE5 f LL.. t 5osRl13 IMIi6Al5 L KEvro n+blip;;Ei A l0_14Ri R Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Autpeiz ignaturQ (, �� 72,441-e".,. Title Ill 444 942 o �..�t.. Oat .% J/' f/a/3 .•• 1 ♦.• ,e .. y • w•••• .• • �4• -.• ea.* r •• •••.. •••••••••• .•.r ��••• alleri1M �Al/MflN•-•• • _. ... w.✓w�•pM••••M J•4wN.Le) VI J'JJJ1••r.W M,••�4.1•♦ 1• 1 •'•?'•M� ,• 7 •• •.. Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. Colorado Secretary of State Date and Time: 07/29/2013 03:48 PM ID Number: 20131441075 Document number: 20131441075 Amount Paid: $50.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is Smokehouse Enterprises, LLC (The name ofa limited liability company must contain the term or abbreviation "limited liability company", "ltd liability canrpary ", "limited liability ca", "ltd. liability co." "limited", "LLc." "llc", or "lid". See §7-90-60), C.R.S) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2_ The principal office address of the limited liability company's initial principal office is Street address 13623 E. Exposition Ave. (Street number and name) Aurora CO 80012 (City) (State) (ZIP/Postal Code) United States (Province—ifapplicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) (Province —if applicable) (Country) 3. The registered agent name and registered agent address of the limited liability company's initial registered agent are Name (if an individual) Or (if an entity) Moore Thomas James (First) (Last) (Middle) (Suffix) (Caution: Do not provide both an individual and an entity name.) Street address 6964 N. 79th Street Suite 3 (Street manber and name) Longmont (City) Co 80503 (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012 (City) CO (State) e following statement is adopted by mm*ing the ban) ✓ The person appointed as registered agent has consented to being so appointed. (LIP Code) 4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) or (if an entity) (Caution: Do not provide both an individual and an entity name.) Moore Thomas James (Last) (First) (Middle) (Suffix) Mailing address P.O. Box 610 (Street number and name or Post Office Box information) Niwot CO 80544 (City) (slaw) (ZIP/Postal Code) United States (Province —if applicable) (Country) (If the, following statement applies, adopt the statement by nwrlsng the box and include an attachment) n The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable box) 0 one or more managers. or ❑ the members. 6. (The following statement is adopted by marling the box) n There is at least one member of the limited liability company. 7. (If the following statement applies, adopt the statement by marking the box and include an attachment) ❑ This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences .Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and if applicable, time using the required format) The delayed effective date and, if applicable, time of this document is/are (nun/dd/yyyy hour: minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.RS., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG LLC Page 2 of 3 Rev. 12/01/2012 This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Moore Thomas James (Last) F.O. Box 610 (First) (Middle) (Suffix) (Street number and name or Pall Office Box information) Niwot CO 80544 (City) (State) (ZIP/Postal Code) United States (Province -if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) El This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty_ While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). ART0R4 L.LC Page 3 of 3 Rev. 12/01/2012 Instructions: Please print this document for your records. COLor ADO BUSINESS S COLORADO DEPT OF REVENUE Thank you for registering with the Colorado Department of Revenue! Your electronic application has been received. You will receive your Sales Tax License and/or Wage Withholding information in the mail in the next 10 business days. You may use this receipt as a temporary Sales Tax License in the interim. Filing Information Your filing information is as follows: Date: 08/09/2013 13:08 Name: Smokehouse Enterprises, Address: 3815 State Highway 119 longmont, CO 80504 Sales Tax Account Number: Sales Tax Filing Frequency: Wage Withholding Account Number: R Wage Withholding Filing Frequency: liVebsites 27900431 $300/month or more (Monthly) 27900431 $1-$6,999/Year - Quarterly State of Colorado: www.colorado.gov Colorado Department of Revenue: www.colorado.gov/revenue Colorado Department of Revenue Online Customer Support Site: revenuestateco.custhelp.com File and pay your sales tax online: www.colorado.gov/RevenueOnline Register to pay by EFT: www.colorado.gov/revenue/eft Please wait 2-3 business days while we validate your registration before attempting to access your account in Revenue Online_ You will receive your license(s) in the mail within 10 business days. If you do not already have access to Revenue Online, you may use information from that letter to sign-up. Colorado Business Express PDF Receipt 7770 DEPARTMENT OF THE TREASURY ms INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 07-2.9-2013 Employer Identification Number: 46-3291787 Form: SS -4 Number of this notice: CP 575 A SMOKEHOUSE ENTERPRISES LLC SUSAN WILLIAMS MBR 13623 E EXPO AVE AURORA, CO 80012 For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN)_ We assigned you EIN 46-3291787_ This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records_ When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above_ Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us_ Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 940 Form 1065 Form 944 01/31/2014 04/15/2014 01/31/2014 If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS_ If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation_ The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. ASSIGNMENT, ASSUMPTION; CONSENT AND AMENDMENT OF LEASE THIS AGREEMENT is made this q9 day of August, 2013, by and among JABEZ ENTERPRISES, LLC, a Colorado limited liability company (Landlord), JENSEN ENTERTAINMENT, LLC (Assignor), SMOKEHOUSE ENTERPRISES LLC (Assignee), and K. DANIEL MCCARVER (Guarantor). ASSIGNMENT OF LEASE FOR VALUE RECEIVED, the undersigned Assignor hereby assigns unto SMOKEHOUSE ENTERPREISES LLC ("Assignee") all of its right, title and interest in and to that certain Lease dated 1st day of November, 2007, between Jabez Enterprises, LLC, as Landlord, and Jensen Entertainment, LLC, as Tenant, covering those certain premises situated in the County of Boulder, State of Colorado, with the legal description as follows: see attached. In consideration of the consent of this assignment by the said Landlord, the said Assignor hereby guarantees the performance by Assignee of all covenants, conditions, terms, stipulations and agreements in said lease contained, to be performed by the Tenant and Assignor thereunder, and this assignment shall not extinguish or diminish the liability of the Assignor therein. Further, Tenant represents to the Assignor and Landlord and agrees that Landlord has performed all obligations of Landlord under the Lease without any default by Landlord and that nowork, improvement, payment , allowance or other concession from Landlord is due or remains incomplete. The assignment shall be effective as of /94)? , , 2013. ASSUMPTION OF LEASE In consideration of this assignment and of the consent of said Landlord, Assignee assumes and agrees to make all the payments required under said lease, and to do and perform and be bound by all covenants, conditions, terms, stipulations and agreements .:insaid lease contained, binding upon said Tenant and Assignor, and fiitrther warrants to sa'e the Assignor harmless from any and all liability by reason of said assignment. 1 Assignee confirms that he/she/it, has received a copy of the current Lease.. between Landlord and Tenant and fully understands the terms described therein. AMENDMENT/CLARIFICATION TO LEASE The Lease is hereby amended and clarified, as of the date hereof, as follows: 1. Paragraph 1, Term: The lease term will end October 31, 2017. 2. Paragraph 2, Rental: The current rental from November 1, 2012, to October 31, 2013, is $3,000.00. 3. Paragraph 5, Repairs, is modified as follows: Landlord shall keep the structure of the roof, exterior walls, central heating, ventilation, and air. conditioning ("HVAC") systems, and structural foundations in good repair and to pay for any necessary repairs related thereof.. Landlord shall not, however, be liable for such repairs unless written request is made upon Landlord for the making of said repairs and they shall fail or refuse to have the same made within a reasonable time. If any of the maintenance and/or repair is required in whole or in part because of the negligence of the Tenant, its agents or invitees, Tenant shall pay Landlord the reasonable cost of the repairs. Landlord shall not be liable or responsible to Tenant for any loss or damage to person or property or for inconvenience to, or interference with Tenant which may arise through repair, maintenance, or alteration of any part of the Building, unless the loss or damage was caused by Landlord's gross negligence. 4. Paragraph 9,, Utilities: Tenant agrees to pay $50 per month for the use: of the Landlord's broadband, service., Tenant agrees 'to pay an additional $100 for the excessive electrical energy its walk-in cooler consumes: The walk-in 000ler was installed after the Lease was executed. 5. All other provisions of the Lease remain in full force and effect. CONSENT TO ASSIGNMENT AND AMENDMENT In consideration of the foregoing terms and conditions, the undersigned Landlord below named hereby consents to the foregoing Assignment of the above mentioned lease unto Smokehouse Enterprises LLC, upon the express conditions contained in said assignment and subject to the amendments hereinbefore stated. No further assignment of said lease or subletting ofsaid premises or any part thereof shall be made without the written consent of the Landlord fiist had obtained thereto. Landlord currently is holding a security deposit of $ -2- IN WITNESS WHEREOF, this instrument has been signed on the date written below.. DATED the day and year first above written. Landlord: Assignee: Jabez Enterprises LLC Smokehouse Enterprises LLC By: Its: Assignor: Sensen Entertainment, LLC By: mi AL: Its: /).)19-4v PtC By: rt,fteX/W.!/arucY4"G,r��'Lt' Its: vW `GZtizte.t.3 ALL TERMS AND CONDITIONS OF THIS AGREEMENT ARE HEREBY GUARANTEED IN FULL BY THE UNDERSIGNED GUARANTOR. K. Daniel McCarver STATE OF COLORADO ) ) ss. County of BOULDER ) I certify that I know or have satisfactory evidence that is the person who appeared beforeme, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the (title): of (name of party onbehalf of whom instrument was executed) to be the free and voluntary act of the limited liability company, for the uses and purposes mentioned in the instrument. -3- Witness my hand and.,official seal hereto affixed on the day of State of Colorado County of ) ss. , 2013. NOTARY PUBLIC in and for the State , of Colorado, residing at i My .commission .expires: Printed Name: n l certify that I know or have satisfactory evidence that. �d+�►EL ' is thr�u rte e person who appeared before me, and said person acknowledged that he/she signed this, instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the (1 -(bas' le .of f i c p(7(ErieiS- J(('(name of party on behalf of whom instrument was .executed) to be the free -and. voluntary .act of Ihe limited liability company, for the uses and purposes mentioned in the instrument. r� Witness my hand and official seal hereto affixed on the C9ay of 126 , 201? N i ARY PUBLIC in and for the State ~ ofColorado, residing at N %nfi`�CS My commission expires: 3 Dr) t Printed Name: Li vv D Pr S S. L -E1 -O 1 State of Colorado ) .. ) ss. County of 1` wi�-N.o& ) I certify that I know or have satisfactory evidence that O1\44 -Lb R MifitTf is the person who appeared before me, and said person acknowledged thathe/she signed this instrument, on oath stated that he/she was. authorized to execute the instrument. and acknowledged it as the i1P iAbeQ--?ftitle) ofofT-EAK-eltiVielfriteaname of ma on behalf of whom instrument was executed) to be the free and voluntary act df the limited liability company, for the uses -4- and purposes mentioned in the instrument. Witness my hand and official seal hereto affixed on the 2 ay of M . t , 20 i 3. TARY P Cf and for.the State of Colorado, residing at LeA.TPANU/+9-c.i C My commission expires: '3 1-2.1.-2._\ Dp/hz Printed Name: Li MD* , LE State of Colorado ) ss. County of," e) On this day personally appeared before me K. DANIEL MCCARVER, to me known to be the individual who executed the foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. WITNESS my hand and official sealthis c=l day of A19(9(_. ( ,-2013. e:'chaa\nasignl:x\nac&amd.Ia iaOTARPUBLIC�in id for the. State . of Colorado, residing at C�-e'fl.) ''l) "/ , =� My commission expires: Printed Name: - 5 - Property Profile - Print Page 1 of 1 Property Profile for Account#R0080888 January 10, 2014 Account Information Account Parcel Space Account Type Tax Year Tax Area Buildings Actual Value Assessed Value R0080888 131303000041 Commercial 2014 2341 2 1,836,000 518,680 Legal LCI-1 L1 LONGMONT CENTENNIAL INN SUB Subdivision Block Lot Land Economic Area LONGMONT CENTENNIAL INN SUB 1 DEL CAMINO HIGH VIEW Property Address Property City Zip Section Township Range 3815 119 HWY WELD 000000000 03 02 68 http://propertyprofile.co.weld.co.us/index.html?version=2&account=R0080888 1/10/2014 JORDAN BUSINESS BROKERAGE LLC STANDARD ASSET PURCHASE CONTRACT AND RECEIPT WE Stri RESTAURANTS Date: July 19, 2013 K. Daniel McCarver and or his assigns (herein referred to as "Buyer") and Don Hines President Jensen Entertainment LLC (herein referred to as "Seller") Hereby agree that, upon acceptance of this contract, Seller shall sell and Buyer shall purchase, the business known as: T -Bones Restaurant and bar Located at 3815 Highway 119 Longmont, CO 80504, in Weld County, Colorado (the "Business") including certain assets, including all furniture, fixtures, equipment, inventory, accounts receivable (where applicable), goodwill, and general intangibles and intellectual property, (collectively, the "Assets"; the tangible assets are set forth in Schedule "A") pursuant to the terms and conditions of this Standard Asset Purchase Contract and Receipt and any addendums or amendments ("Contract"). $ 50,000 $ 5,000 $ NA A. Purchase Price. B. Earnest Money Deposit received. All Deposits to be held by Julian M. lzbiky, Attorney At Law, Trust Account (hereinafter referred to as "Broker/Escrow Agent"). All parties acknowledge that all funds are subject to collection and that funds will not be disbursed until they are collected. All funds will be held in a non -interest bearing account. C. As deposit upon acceptance of this offer by Seller, to be received in the form of a check. Deposits to be held by (hereinafter referred to as "Broker/Escrow Agent") Seller and Buyer acknowledge that checks accepted by Broker and/or Escrow Agent are subject to collection. Escrow funds will not be disbursed until they have been cleared by said bank. Escrow accounts will not bear interest. $ 51,000 D. Cashier's Check and/or wire transfer payable to Closing Agent (as defined below) at or before Closing. E. Promissory Note, as set out in Paragraph 4, made in favor of and to be delivered to Seller at Closing payable in equal consecutive monthly payments of $ which includes interest at the rate of % per annum. The first payment shall be due days after Closing. $ 6,000 F. Inventory to be finalized through physical count as referenced in paragraph 10 of this document. G. Third party financing ("Third -Party Financing") PURCHASE PRICE TOTAL promissory note or other deferred indebtedness to be assumed by Buyer and mentioned adjustments thereto shall be made to the cash portion provided at Closing. $ NA $ NA $ 56.000 The unpaid balance of any above is approximate_ Any Om SELLER'S INITIALS Page 1 of 9 BUYER'S INITIALS BBF7 (R 011106/03) 0 ised IT IS HEREBY AGREED THAT: 1. ACCEPTANCE OF OFFER AND COUNTEROFFER: Buyer's offer shall remain open for Seller's written acceptance on or before: 10 o'clock AM on July 23, 2013. Seller shall accept this offer by executing this Contract and delivering the executed copy to Broker (as defined below). If Seller fails to accept Buyer's offer, at Buyer's option, the earnest money deposit shall be returned to Buyer and this offer shall be deemed withdrawn. Unless otherwise stated, the time for acceptance of any counteroffer shall be two (2) business days excluding any holidays. 2. CLOSING DATE: The undersigned hereby agree to execute any and all documents necessary to close this transaction. The Closing Date for this sale shall be on or before August 31, 2013. Any extension of this Closing Date must be agreed to in a writing signed by Buyer and Seller. 3. CLOSING AGENT. COSTS AND PROBATIONS: The parties hereby appoint Julian Izbiky Attorney at Law as Closing Agent to receive, deposit and distribute funds for the parties as set forth in this Contract. The parties agree that the Closing Agent shall prepare and obtain escrow instructions, closing documents and instruments evidencing the terms and conditions of this transaction as are required for the closing and conduct the closing and provide for recording of the documents. Buyer and Seller agree to execute said documents as are reasonably requested by the Closing Agent and each is to pay one-half (1/2) of Closing Agent's fees and Closing Agent's expenses. Documentary stamps, intangible tax, recording of the UCC-1's and any other fees related to Buyers financing of the transaction shall be paid by the Buyer. Such expenses shall include a judgment and lien search, documentary stamp taxes and the recording of UCC-1 financing statements in County and State records. Such closing documents shall include Seller(s) and Buyer(s) Affidavits, Closing Agreement, Bill of Sale, Promissory Notes, Security Agreement, Closing Statements, and other documents as may be necessary, in the opinion of the Closing Agent, to effectuate the transaction. The parties agree that the Closing Agent shall not be representing either Seller or Buyer. All transferable taxes, insurance, licenses, rents, utilities and any other customarily prorated items shall be prorated as of the date of Closing. 4. PROMISSORY NOTE AND SECURITY AGREEMENT: At the time of Closing, Buyer shall execute in favor of the Seller a Promissory Note as set forth in paragraph E above, personally guaranteed by the Buyer(s), or the shareholders of the Buyer, if a corporation; or the members of the Buyer, if a limited liability company. Buyer shall execute a Security Agreement giving Seller a lien against all assets purchased hereunder until the indebtedness is paid in full. Payment in full shall be due if any of the secured assets are sold to a third party other than in the ordinary course of business. The Security Agreement shall be subordinate to any existing liens described herein and shall contain the right of the Seller to obtain, if the Note is in default, a court appointed receiver to preserve the business assets. Further, Buyer shall execute UCC-1 forms which shall be recorded in the State of Colorado public records, as per the Uniform Commercial Code. The collateral for the Security Agreement and Note shall be the following: a) All furniture, fixtures and equipment listed in Schedule "A", together with all substitutions and replacements, as well as the product inventory of the Business, Accounts Receivable and all records as a going concern. b) A collateral assignment of the Lease Agreement as consented to by the Landlord, if required, indicating that a default in either the Note or the Lease Agreement by Buyer shall constitute a default in both, giving the Seller, at Seller's option, the right to assume the Lease Agreement, re-enter the premises and take control of the Business. 5. BILL OF SALE: Seller shall deliver to Buyer at the Closing a Bill of Sale for all of the assets to be purchased pursuant to this Contract to include but not limited to all furniture, fixtures and equipment, and other personal property included in this sale, as per the Schedule "A" list attached hereto. Seller warrants that it has good and marketable title to the assets transferred by the Bill of Sale, free and clear of all liens and encumbrances, except any liens or encumbrances specifically set forth on the Bill of Sale. 6. ACCOUNTS RECEIVABLE: Check (J) which is applicable. SELLER'S INITIALS ef)Wl Page 2 of 9 BUYER'S INITIALS _ "d BaF7 (Revised 011/06/03) (NA) It is agreed that Seller's accounts receivable of $ NA are included in the Purchase Price. Details of these receivables shall include account names, numbers, amount and aging, and shall be delivered to Buyer at Closing. Any increase or decrease from the above set forth herein shall adjust the Purchase Price at Closing. Where applicable, an increase shall be added to the Promissory Note owed to the Seller and a decrease shall reduce the cash down -payment. All receivables so transferred shall be guaranteed by the Seller, and if uncollectible within 180 days, may be set-off against the next payment(s) due under the Promissory Note owed to Seller. If Buyer sets off any amount of accounts receivable as provided for in this paragraph, Buyer shall assign to Seller the right to collect said receivables. ALTERNATIVELY (NA) The accounts receivable of the Business for work done or goods sold prior to and including the date of Closing (hereinafter, Seller's Accounts Receivable) shall remain the property of Seller. Buyer will forward to Seller payments received by Buyer with respect to Seller's Accounts Receivable, and will cooperate with Seller in providing all correspondence or other documents received by Buyer with respect to Seller's Accounts Receivable and will otherwise cooperate with Seller to enable Seller to collect Seller's Accounts Receivable. 7. WARRANTY: Seller warrants that all outstanding liabilities of the Business, except as specifically set forth herein, shall be paid in full on or before the Closing of this sale, and that Buyer shall receive the assets of the Business free and clear of any encumbrances other than the security interest which may be created pursuant to the terms of this transaction. 8. INDEMNIFICATION AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold Buyer harmless from any and all debts, claims, actions, losses, damages and attorney's fees, existing or that may arise from or be related to Seller's operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Buyer should become aware of any such claim against the Business not disclosed by Seller prior to Closing, Buyer shall promptly notify Seller, in writing, of such claim. In the event Seller does not satisfy said claim or said claim is not disputed within ten (10) days from the receipt of such notice, Buyer may, at its sole discretion, pay such claim and receive full credit against the next payment(s) due under any Promissory Note owed to Seller under this Contract; and this right of set-off shall be incorporated into any Promissory Note. In the event of a cash sale, or wholly third party financing, the parties agree that the Closing Agent shall retain $ from the Seller's closing proceeds for a period of days to secure the Seller's indemnification responsibilities as provided for herein. 9. LIABILITIES: ACCOUNTS PAYABLE: Unless otherwise provided in this Contract, Buyer is not assuming any of the liabilities of Seller, including the Company's accounts payable, tax obligations, or lease payments in arrears. All accounts payable accruing up to and including the date of the Closing shall remain the responsibility of Seller. Immediately front and after the Closing, all incurred accounts payable shall be the sole responsibility of Buyer. 10. INVENTORY OF GOODS: It is agreed that, included in the Purchase Price, the inventory at Closing of marketable goods at Seller's cost shall be $6,000. An itemized physical count of these goods held for resale shall be taken by Buyer and Seller prior to the Closing and an increase or decrease as compared to this cost shall adjust the total purchase price. Where applicable, an increase shall be added to the Promissory Note owed to Seller and a decrease shall reduce the cash down payment from Buyer. 11. COVENANT NOT TO COMPETE: Seller, including all officers, directors and shareholders of Seller if Seller is a corporation or all members and managers if Seller is a limited liability company, will not directly or indirectly engage in or become interested in a similar business or any business or activity incidental to the business being purchased or become the agent or employee of any competitor of the Business being purchased by Buyer, or in any other way compete with Buyer, other than employment of the Seller by the Buyer at the Business, within an area encompassing a radius of fifteen(15) miles from the location of the Business for a period of Five (5) years from the Closing Date. Seller acknowledges that any remedy at law for breach of this covenant would be inadequate and that Buyer will be entitled to injunctive relief to enforce this Section, in addition to any other legal remedies available to Buyer for such breach of this Section. Seller acknowledges that the area covered by the covenant not to compete, and the nature and duration of the restrictions in this Section, are reasonable and necessary for the proper protection of Buyer. If any part of this Section is invalidated, the remainder of this Section will nevertheless SELLER'S INITIALS rDitiq Page 3 of 9 BUYER'S INITIALS BBF70 (Revised 011106/03) continue to be valid and enforceable. If anyone successfully contests the validity or enforceability of this Section in its present form predicated upon the duration or area of coverage, this provision will not be deemed invalid or unenforceable, but will instead be deemed modified, so as to be valid and enforceable, to provide coverage for the maximum duration that any Court of competent jurisdiction will deem reasonable, necessary and equitable. 12. FINANCIAL INFORMATION: Seller represents and warrants that the financial information supplied to Buyer by Seller is true and correct and is a fair and accurate representation of the financial condition and results of operation of the Business. The period for due diligence (the "Due Diligence Period") shall begin on the Binding Agreement Date and shall terminate 21 days thereafter at 6 p.m. (see Section 0). Due Diligence; Availability of Third -Party Financing. At any time prior to Closing, Buyer has the right to review and inspect the Business, its physical location(s), its Assets, its books and records and any other information regarding the Business that Buyer deems necessary to evaluate the Business and the Assets. During the Due Diligence Period, Buyer shall evaluate the Business, the premises, the feasibility of the transaction, the availability of and cost of financing, and any other matter of concern to Buyer; if Buyer determines, based on an evaluation of the above, that it is not desirable to proceed with the transaction, then Buyer shall be refunded the Earnest Money in accordance with the Escrow Agreement or, if there is no Escrow Agreement, then Buyer shall be refunded the Earnest Money within 15 days of the date Buyer provides written notice to Seller of Buyer's decision not to proceed with the transaction. If Buyer fails to timely notify Seller that it is not proceeding with the transaction, Buyer shall waive its rights to terminate this Agreement pursuant to this Section 12. • 13. BUYER AND SELLER ACKNOWLEDGMENTS: INDEMNITY: Buyer hereby acknowledges that Buyer is relying solely on Buyer's own inspection of the Business and the representations of Seller regarding the prior Business operating history, the value of the assets being purchased and all other material facts. Neither Broker(s), nor Closing Agent, represented or warranted the accuracy of any facts, figures, books, records, memoranda, financial information or data, of any kind, concerning the operations of Seller. Neither Broker nor Closing Agent have conducted any independent investigation or audit whatsoever of the Business and the information provided by Seller to Buyer. Moreover, Buyer acknowledges that Broker has not verified any of the representations made by Seller. Buyer acknowledges that the Broker has advised Buyer to, and Buyer understands that before making any decisions based upon any information related to the Business ("Information"), Buyer should exercise due diligence through Buyer's own independent investigation and/or through the retention of an appropriate professional or expert to verify and evaluate the Information. Seller acknowledges that neither Broker nor Closing Agent has made any representations concerning the creditworthiness, integrity or ability of Buyer to complete this transaction. Seller has relied solely on Buyer's representations with respect thereto. Seller acknowledges that the Broker has performed all its duties pursuant to the listing agreement and has earned its compensation as set forth therein. Buyer and Seller further acknowledge that they will not rely upon any advice, statements or opinions of any kind, either verbally or in writing, of any Broker or Broker's agents or Closing Agent, in connection with the purchase and sale of the Business or Assets. BUYER AND SELLER AGREE TO, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD BROKER, WSR FRANCHISE LLC, AND THEIR RESPECTIVE AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE "BROKER INDEMNIFIED PARTIES") HARMLESS FROM ANY AND ALL SUCH CLAIMS, ACTIONS, OR LOSSES INCURRED AS A RESULT OF THE PURCHASE AND SALE OF THE BUSINESS AND THE ASSETS, AND BUYER, SELLER AND EACH PRINCIPAL RELEASE THE BROKER INDEMNIFIED PARTIES OF ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE INFORMATION. 14. LITIGATION: Except as noted herein, Seller represents and warrants that there are no judgments, liens, actions, arbitrations, decrees, investigations or proceedings pending or threatened before any court or before any federal, state, municipal or other governmental body, commission or agency against Seller or relating to the Business, its properties or business activity, 15. DEFAULT: If Buyer fails to perform this Contract within the time specified herein, including the payment of all deposits, the deposits paid by Buyer may be retained by Seller as liquidated damages and full settlement of any page 4 of 9 SELLER'S INITIALSkP BUYER'S INITIALS BBF70 (Rbvised 01/106/03) claims or the Seller may proceed in equity to enforce the Contract. If Seller chooses to receive all deposits as liquidated damages, the Seller agrees to disburse half of the deposits to the Broker(s) involved. The "listing agreement" between Seller and Broker shall continue in full force and effect. In the event Seller shall default by failing to perform any of the covenants contained in this Contract, or fails to provide information specified herein within five (5) days after a written request from Buyer to do so, or to otherwise close according to the terms and conditions of this Contract, Buyer may seek specific performance or terminate this Contract and receive the return of Buyers escrow deposit, as well as seek reimbursement for any and all reasonable legal and accounting fees and other costs incidental to inspecting the Business. Regardless of whether Seller or Buyer should default under this Contract, Broker's compensation shall be due and payable upon demand. 16. CONDITION OF EQUIPMENT: All furniture, fixtures and equipment, and other personal property included in this sale, as set forth on Schedule "A", are being purchased on an "AS IS" basis, without warranties of its merchantability or fitness for any particular purpose. However, at the time of Closing, all equipment shall be in working condition. It is the Buyer's sole responsibility to inspect the equipment prior to Closing to determine that the equipment is in working condition. 17. LOSS OR DAMAGE: In the event there is any loss or damage to the Business premises or any of the assets, improvements, systems or equipment included in this sale at any time prior to Closing, the risk of loss shall be upon Seller. Immediately from and after Closing, all risk of loss or damage shall be upon Buyer. 18. BUSINESS DEPOSITS: Any and all amounts currently on deposit for the benefit of the Business for utility services, leases, insurance, etc., are and shall remain the sole property of Seller and are not included as part of the Purchase Price. Buyer shall, as of the date of Closing, deposit such monetary amounts as is necessary to continue the operation of the Business or the Seller shall receive a credit for such deposits at Closing. 19. OPERATION OF THE BUSINESS BEFORE CLOSING: Seller hereby agrees, from the date of execution of this contract to the date of Closing, to carry on the business activities and operations of the Business diligently and in substantially the same manner as has been customary in the past, and Seller shall not remove any items, with the exception of product inventory sold in the normal course of business. 20. BUSINESS TELEPHONE: Seller agrees to transfer to Buyer at Closing, and Buyer agrees to accept all of Seller's right, title, interest and responsibility for the Business telephone number(s). 21. BUSINESS MAIL: After Closing, Seller agrees that all mail it receives relating to the Business, shall be immediately forwarded to Buyer, and Buyer agrees to immediately forward to Seller any personal mail of Seller. 22. BUSINESS RECORDS: At Closing, Seller shall deliver copies of all customer accounts, records, and any other documents pertinent to the operation of the Business which Seller has in its possession. Such records shall include copies of those documents necessary to conduct business with suppliers and customers of the Business. 23. BUSINESS PREMISES: Until Closing, Seller agrees to maintain the Business premises, including heating, cooling, plumbing and electrical systems and built-in fixtures, together with all other equipment and assets included in this sale, in good working order and to deliver the premises in a clean and orderly condition. 24. LICENSES AND PERMITS: Unless otherwise specified herein, Seller agrees to cooperate with Buyer in obtaining, at Buyer's expense, any licenses, permits, approvals or certificates necessary for the continued operation of the Business. At closing, Seller warrants that to the best of its knowledge the Business and premises are in compliance with all government regulations as to health, fire, zoning and other licensing laws. Seller shall bear the cost of repairs and/or alterations which are or may be required to allow Buyer to operate the Business in a lawful manner. 25. FAMILIARIZATION: Seller and/or agrees to spend, at no cost to Buyer, a period of 3 days, during normal business hours exclusive of holidays and Sundays from the Closing Date, to assist Buyer and employees in the orderly transfer of the Business. 26. BUSINESS TRADE NAME: Seller hereby grants Buyer, effective with the Closing of this sale, any and all rights held by Seller in the trade name, " T -Bones" and any variations thereof (the "Trade Name"). Seller hereby waives any rights thereto, and shall not directly or indirectly, after Closing, makes use of such name. If the Page 5 of 9 SELLER'S INITIALS BUYER'S INITIALS BB670 (Devised 01//06/03) corporate and business trade names of the Seller are the same or similar, the Seller shall be obligated to change its corporate name to a name unrelated to the Business name within 90 days from the date of Closing. If the Trade Name is a registered trademark or service mark of Seller, Seller shall cause the trademark or service mark to be assigned to Buyer. 27. WEB MARKETING: Seller agrees to turn over the passwords, access codes, email customer lists and customer contact lists associated with the business at the time of the Closing which shall include but not be limited to any online activity of the Seller such as the primary domain URL as well as social media URL's for web sites such as Facebook, Twitter, or any other online communication method with customers. 28. LEASE OF PREMISES: Within seven (7) days after the satisfaction of all contingencies, but not less than ten (10) days prior to the date of Closing, Seller shall execute an assignment for the lease on the Business premises with the Landlord's written consent. The Buyer shall assume the lease at Closing. This contract shall be subject to such consent where consent is required. Alternatively, at Buyer's option, Seller shall assist Buyer, within the time constraints set out above, to obtain a new lease on substantially the same terms and conditions as the existing lease, to be effective as of the Closing Date. 29. INCORPORATION BY BUYER: It is acknowledged and agreed that Buyer may elect to incorporate or organize as a limited liability company. In such event, the Buyer shall assign this Contract to the newly formed corporation or Limited Liability Company. Buyer shall cause the corporation or limited liability company, as the case may be, to ratify and adopt the terms and conditions of this Contract. The original Buyer shall continue to be personally liable for the performance of the terms, covenants and conditions herein. In the event the Buyer is a corporation, the signatory to this Agreement shall, in addition to the corporation, be personally liable for the performance of the terms, conditions and covenants contained herein. 30. PRE -CLOSING COVENANTS: Buyer and Seller agree not to disclose to any third party the terms and conditions of this transaction prior to the date of Closing, except to the party's attorneys, accountants or other professional advisors. Buyer further agrees not to visit the business premises prior to Closing, discuss the pending sale, contact employees, vendors or customers, without Seller's approval. 31. AUTHORITY: The undersigned have the full authority to enter into this Contract and to conclude the transaction described herein. This Agreement has been duly authorized, executed and delivered by Seller and Buyer and constitutes a legal, valid and binding obligation, enforceable against each of them in accordance with its terms. The execution, delivery and performance of this Agreement by Seller and Buyer will not constitute a violation of either of their Articles of Incorporation, By -Laws, Articles of Organization, Operating Agreement, or any other organizational documents, or agreement. 32. GOVERNING LAW: This Contract shall be governed by the laws of the state of Colorado. The parties hereby consent to personal jurisdiction and venue, for any action arising out of a breach or threatened breach of this Agreement in the District Court in and for Weld County, Colorado. The parties hereby agree that any controversy which may arise under this Agreement would involve complicated and difficult factual and legal issues. Therefore, any action brought by either party, alone or in combination with others, whether arising out of this Agreement or otherwise, shall be determined by a Judge sitting without a jury. Any breach of this Agreement shall result in the prevailing party being entitled to receive from the other party all of its reasonable attorneys fees, costs, and expenses incurred at both the trial and appellate levels. 33. ESCROW DISPUTES: In the event of a dispute at any time among Buyer, Seller and/or Broker which may involve funds held in escrow by Broker and/or Escrow Agent, all parties shall agree to be bound under the terms of Paragraph 32 hereinabove. Broker and/or Escrow Agent may hold such funds in escrow until such time as the parties have either resolved the dispute or submitted it to resolution through mediation, arbitration, or otherwise. The Escrow Agent shall be under no responsibility in respect to the Escrow Funds deposited with it other than faithfully to follow the instructions herein contained. The Escrow Agent may consult with counsel and shall be fully protected in any actions taken in good faith, in accordance with such advice. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall be fully protected in acting in accordance with any written instructions given to the Escrow Agent hereunder and believed by the Escrow Agent to have been signed by Page 6 of 9 SELLER'S INITIALS a U/ BUYER'S INITIALS BBF ( evisedOI//06103) the proper parties. The Escrow Agent assumes no liability under this Agreement except that of a stakeholder. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Escrow Funds, or as to whom that sum is to be delivered, the Escrow Agent will not be obligated to make any delivery of said sum, but in such event may hold said sum until receipt by the Escrow Agent of any authorization in writing signed by all of the persons having an interest in such dispute, directing the disposition of said sum, or in the absence of such authorization, the Escrow Agent may hold the sum until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit said sum in court, pending such determination. In making delivery of the Escrow Funds in the manner provided for in this Agreement, the Escrow Agent shall have no further liability in the matter, and Seller and Buyer shall be jointly and severally liable for all of Escrow Agent's costs and fees, to include without limitation attorney's fees related to the performance of Escrow Agent's duties hereunder. 34. WAIVER: No waiver of any provisions of this contract shall be effective unless it is in writing, signed by the party against whom it is asserted and any such waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing waiver. 35. PARAGRAPH HEADLINES: Captions and paragraph headlines in this Contract are for convenience and reference only and do not define, describe, extend or limit the scope or intent of this contract or provision herein. 36. BINDING EFFECT: This contract shall bind and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the parties hereto. The parties acknowledge that this Contract, including all covenants, representations, warranties and agreements, shall survive the Closing of this transaction. 37. ENTIRE AGREEMENT: Time is of the essence. This Purchase Contract and Receipt constitutes the entire agreement and under -standing of the parties and cannot be modified except in writing executed by all parties. All the terms, conditions, covenants and representations made herein shall survive the Closing of this transaction. 38. SEVERABILITY: In the event that any of the terms, conditions or covenants of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and effect shall be given to the remaining provisions. 39. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted in this form and acknowledged by the parties by their initials shall control all printed provisions in conflict therewith. 40. BROKER: Broker shall be deemed to include any and all other brokers with whom Jordan Business Brokerage LLC. Is cooperating. 41. ENVIRONMENTAL: The parties acknowledge having been advised by the Broker that they are aware of the health, liability and economic impact of environmental matters relative to real estate transactions, which may include the sale of the Business or the lease of the premises where the Business is conducted. The Broker specifically affirms that it does not conduct, advise and/or have any knowledge of environmental matters, nor does it undertake or conduct analyses thereof. The parties are advised to retain qualified environmental professionals to determine if any hazardous toxic wastes, substances or other undesirable materials or conditions exist on the property and if so, whether any health danger or other liability exists and whether such substances may have been used during the construction or operation of the business or buildings, or may be present as a result of previous activities on property. Various laws and regulations have been enacted at the federal, state and local level dealing with the use, storage, handling, removal, transportation and disposal of toxic or hazardous wastes and substances. Depending upon past, current and proposed uses of this property, the parties acknowledge that it is prudent to retain an environmental expert to conduct a site investigation and/or building inspection. If hazardous or toxic substances exist or are contemplated to be used at the property, special governmental approvals or permits may be required. Further, the cost of removal and disposal of such materials may be substantial. Consequently, the assistance of legal and technical experts should be obtained where these substances are or may be present. SELLER'S INITIALS 041 Page 7 of 9 BUYER'S INITIALS BBF70 (Iteviscd 01//06/03) 42. TAX DISCLOSURE: The parties acknowledge that they have been advised by the Broker to seek advice as to the allocation of the purchase price, as is required by law. Buyer and Seller acknowledge that certain Federal Income Tax and State of Colorado laws and taxes, including sales tax, may be applicable to this transaction, and that they have been advised to consult with an accountant regarding such taxes. 43. NOTICES All Notices Must Be In Writing. All notices, including, but not limited to, offers, counteroffers, acceptances, amendments, notices to terminate and demands, required or permitted hereunder shall be in writing, signed by the party giving the notice and delivered either: (a) in person; (b) by an overnight delivery service, prepaid; (c) by facsimile transmission; or (d) by the United States Postal Service, postage prepaid, registered or certified return receipt requested. 44. SPECIAL STIPULATIONS: The following special stipulations marked by a 0 apply to this transaction. ® A) Buyer's requirement to purchase is contingent upon securing third party financing for the transaction. O B) Buyer's requirement to purchase is contingent upon seller transferring liquor license to the Buyer while he or she pursues a temporary liquor license. [El C) Buyer's requirement to perform its obligations hereunder are contingent upon Buyer obtaining lease from Seller's landlord with terms substantially the same as the terms of Seller's existing lease. ®® D) Any security deposits held by the seller personally or the seller's corporation shall remain property of the seller. E) Buyer's requirement to purchase is contingent upon being issued an acceptable franchise agreement by the fraixhisor. et 4&(,,,mot, .t..,.1;.e4> t J -..Qu,k. A en, . Orr ResiLod dai dA6- a +tetUISileTatik 13444APS QA or TO a irrc.e.e.sa .0 Is etee a �o 6 r .Cr IN° pi it"? j C.r.-01te d.' '.e,O .awl% it 41^. ate, INSTRUCTIONS TO CLOSING AGENT: Both Seller and Buyer direct the Closing Agent to disburse at Closing the lull amount of the brokerage fee specified in agreements with the parties and via any cooperative agreements between the brokers, unless such fees were retained from Escrow Funds or paid in advance in all or in part. For reference purposes, the participating licensees, their Agency Status and respective brokerage firms is printed below. _Bob Steinberger Transaction Broker Selling Real Estate Licensee (Prim) Agency Status Jordan Business Brokerage LLC. Selling Real Estate Firm John Jordan Transaction Broker Listing Real Estate Licensee (Print) Jordan Business Brokerage LLC Listing Real Estate Firm Agency Status THIS IS A LEGALLY BINDING AND FULLY ENFORCEABLE CONTRACT, read it carefully. If you wish counsel then please seek assistance from an attorney and/or accountant prior to executing this document. Broker is not qualified to give legal or financial advice. A facsimile copy of this document and signatures shall be considered for all purposes as original. SELLER'S INITIALS Page 8 of 9 BUYER'S INITIALS BBF70 (ILevised 01//06/03) DATED and RECEIVED on July 11, 2013 at the hour of lOo'clock AM. The undersigned Buyer expressly acknowledges fully reading, understanding and receiving a copy of this document. K. Daniel McCarver Street Address: 13623 E. Exposition Ave, Aurora, CO 80012 BUYER: Printed Name By:�,.st�- City: ZAIMA4 Signature Title, if a Corporation By: Phone: ( ) Printed Name State: W Zip: Oa By: who personally guarantees Buyer's performance of this Agreement. SELLER'S ACCEPTANCE: Uwe accept the foregoing offer and agree to sell the above -described business and assets on the terms and conditions of the contract. Seller acknowledges fully reading, understanding and receiving a copy of this document. DATED and A CEPTED on .sp a f y It 1 , gs 613 at the hour of i6 ; Y( o'clock ... LM. AAddress: Bit/ SELLER: Printed Name By:, City: State: Zip: Signature Title, if a Corporation By: Phone:( ) Printed Name By: who personally guarantees Seller's performance of this Agreement. COUNTER O4'1 ER: ( 1 Seller counters Buyer's offer via markings hereon f j, or separate attachment ( j and signs this acceptance based upon Buyer's agreeing to said changes. To accept this Counter Offer, Buyer must initial each change or sign said attachment, and deliver same to Seller by 5:00 PM on: , SELLER'S REJECTION: F 1 Seller rejects Buyer's offer and declines to Counter Offer. Date: 7 SELLER'S INITIALS 3 JORDAN BUSINESS BROKERAGE LLC, 10231 Woodhaven Ridge rd Parker, Colorado 80134 Phone: 720 427 5822 Fax 1 888 509 5922 /awl Page 9 of 9 BUYER'S INITIALS BR9�70 ti2evised I//06/03) OPERATING AGREEMENT OF SMOKEHOUSE ENTERPRISES, LLC Article 1 Offices 1.1 Articles of Organisation. This Company is organized pursuant to the provisions of the Colorado Limited Liability Company Act and pursuant to Articles of Organization filed with the Secretary of State on July 29, 2013. The rights and obligations of the Company and the Members shall be provided in the Articles of Organization and this Operating Agreement. 1.2 Conflict Between Articles of Organisation and this Agreement. If there is any conflict between the provisions of the Articles of Organization and this Agreement, the terms of the Articles of Organization shall control. 1.3 Purpose. The purpose of the Company shall be to engage in any lawful business. 1.4 Principal Office. The principal office of the company shall be located at 13623 E. Exposition Avenue, Aurora, Colorado. The company may have any other offices, either within or without Colorado as the Members may designate, or as the business of the company may from time to time require. Article 2 Membership Meetings 2.1 Annual Meeting. The Members are not required to meet annually, but if such a meeting is called, it shall be held July 15th in each year, beginning in 2014 at 9:00 a.m., or at such other date or time as may be designated by the Members, for the purpose of reviewing the business of the Company and for the transaction of any other business as may come before the meeting. If the date fixed for the annual meeting is a legal holiday, the meeting shall be held on the next succeeding business day. 2.2 Special Meetings. Special meetings of the Members may be called by not less than one -tenth of all the Members entitled to vote at the meeting or by any other persons as may be provided in the articles of organization or the operating agreement. 2.3 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the person calling the meeting, to each Member of record entitled to vote at the meeting. If mailed, the notice shall be deemed delivered when deposited in the United States mail, addressed to the Member, with postage prepaid, at his or her address as it appears on the books of the company. When all the Members of the company are present at any meeting, or if those not present sign in writing a waiver of notice of the meeting, or subsequently ratify all the proceedings of the meeting, the transactions of the meeting are as valid as if a meeting were formally called and notice had been given. 1 2.4 quorum and Voting. A majority of the Members shall constitute a quorum at a meeting of Members provided, that when there are only two members of the company, both members must be present to constitute a quorum. If a quorum is present, the affirmative vote of Members representing a majority of ownership interests in the company shall be the act of the Members. If a quorum is not represented at any meeting of the Members, the meeting may be adjourned for a period not to exceed 60 days at any one adjournment At the adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. 2.5 Proxies. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by that Member's duly authorized attorney -in -fact The proxy shall be filed with the secretary of the meeting before or at the time of the meeting. No proxy shall be valid after 11 months from date of execution, unless otherwise provided in the proxy. 2.6 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each Member entitled to vote. The written consent of the Members entitled to vote has the same force and effect as a unanimous vote of the Members. Article 3 Finance 3.1 Fiscal Year. The fiscal year of the company shall begin on the first day of January and end on the last day of December of each year, unless otherwise determined by resolution of the Members. 3.2 Deposits. All funds of the company shall be deposited from time to time to the credit of the company in the banks, trust companies or other depositories that the Members may select. 3.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the company shall be signed by one or more designated Members. 3.4 Form of Contribution. The contribution of a Member may be in cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services. 3.5 Contributions. The capital contributions to be made by the Members and with which the Company shall begin business are as set forth in the books and records of the Company. Each Member shall devote such time as may be required for the operation of the Company. 3.6 Additional Capital Contributions. In the event that the cash funds of the Company are insufficient to meet its operating expenses or to finance new projects deemed appropriate to the 2 scope and purpose of the Company as determined by the Members, the Members may make additional capital contributions, in the proportion of their Percentage Interests. The amount of the additional capital required by the Company and the period during which additional capital shall be retained by the Company shall be determined by the Members. 3.7 Liability. A Member is obligated to the company to perform any enforceable promise to contribute cash or property or to perform services, even if the Member is unable to perform because of death, disability, or any other reason. If a Member does not make the required contribution of property or services, that Member is obligated at the option of the company to contribute cash equal to that portion of the value, as stated in the company records, of the contribution that has not been made. No promise by a Member to contribute to the company is enforceable unless set out in writing signed by the Member. 3.8 Pmftts and Losses. The profits and gains of the Company shall be divided and the losses, deductions and credits of the Company shall be borne on the basis of the value, as stated in the company records, of the contributions made by each member (referred to below as the Members' "Percentage Interests"). The initial contributions of the members are as follows: Member Contribution Susan Williams $500.00 Kenneth Daniel McCarver $500.00 Percentage Interest 50% 50% 3.9 Distributions. Distributions of cash or other assets of the company shall be allocated among the Members on the basis of the Members' Percentage Interest, as stated above. The Members may establish minimum monthly draws to be received at regularly scheduled intervals by each Member from time to time. Article 4 Records and Inspection 4.1 Records. The company will keep at the principal office the following 4.1.1 A current list of the full name and last -known business, residence or mailing address of each Member, both past and present; 4.1.2 A copy of the articles of organization and all amendments to the articles of organization, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; 4.1.3 Copies of the company's federal, state and local income tax returns and reports, if any, for the three most recent years; 4.1.4 Copies of any currently effective written operating agreements, copies of any enforceable promise by a Member to contribute cash or property or to perform services, and copies of any financial statements of the company for the three most recent years; 3 4.15 Minutes of every annual and special meeting and any meeting ordered by a court of competent jurisdiction in Colorado; 4.1.6 Unless contained in a written operating agreement or in a writing permitted or required under this agreement, a statement prepared and certified as accurate by a Member of the company which describes: 4.1.6.1 The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute in the future; 4.1.6.2 The times at which or events on the happening of which any additional contributions agreed to be made by each Member are to be made; 4.1.6.3 If agreed on, the time at which or the events on the happening of which a Member may terminate his or her Membership in the company and the amount of, or the method of determining, the distribution to which he or she may be entitled respecting his or her Membership interest and the terms and conditions of the termination and distribution; 4.1.6.4 Any right of a Member to receive distributions which include a return of all or any part of a Member's contribution; 4.1.7 Any written consents obtained from Members. 4.2 Inspection. The records are subject to inspection and copying at the reasonable request, and at the expense, of any Member during ordinary business hours. Article 5 Management 5.1 Management by Managers. Management of the Company is vested in Managers. Each Manager shall direct, manage and control the business of the Company to the best of his or her ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things, which the Managers shall deem to be reasonably required in light of the Company's business and objectives. 5.2 Number, Tenure and Quageatons. The number of Managers of the Company shall be fixed from time to time by the affirmative vote of Members holding at least two-thirds of all Membership Interests, but in no instance shall there be less than one Manager. Each Manager shall hold office until the next annual meeting of Members elected by the affirmative vote of Members holding at least a majority of all Membership Interests. Managers need not be residents of the State of Colorado or Members of the Company. The Company initially has two Managers with all the rights and duties enumerated herein, Susan Williams and Kenneth Daniel McCarver. 4 5.3. Certain Powers of Managers Without limiting the generality of Section 5.1 of this Article 5, the Managers shall have power and authority, on behalf of the Company: (a) To acquire property from any Person or Entity as the Managers may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person or Entity shall not prohibit the Managers or member from dealing with that Person or Entity; (b) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms, as they deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. Except as otherwise provided in the Act, no debt shall be contracted or liability incurred by or on behalf of the Company except by the Company's Managers; (c) To purchase liability and other insurance to protect the Company's property and business; (d) To hold and own any Company real and/or personal properties inthe name of the Company; (e) Upon the affirmative vote of the Members holding at least two-thirds of all Membership Interests, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; (f) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Managers or members, to the business of the Company; (g) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (h) To enter into any and all other agreements on behalf of the Company, with any other Person or Entity for any purpose, in such forms as the Managers may approve; and (i) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to do so by this Agreement or by a Manager or Managers of the Company, no Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. However, a Manager may act by a duly authorized attorney -in -fact. 5.4. Liability for Certain Acts Each Manager shall exercise his or her business judgment in managing the business, operations and affairs of the Company. Unless fraud, deceit, gross 5 negligence, willful misconduct or a wrongful taking shall be proved by a non -appealable court order, judgment, decree or decision, a Manager shall not be liable or obligated to the Members for any mistake of fact or judgment or for the doing of any act or the failure to do any act by the Managers in conducting the business, operations and affairs of the Company, which may cause or result in any loss or damage to the Company or its members. A Manager does not, in any way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. A Manager or member shall not be responsible to any Members because of a loss of their investments or a loss in operations, unless the loss shall have been the result of fraud, deceit, gross negligence, willful misconduct or a wrongful taking by a Manager proved as set forth in this Section 4. A Manager or member shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. 5.5. Managers Have No Exclusive Duty to Company. A Manager shall not be required to manage the Company as his or her sole and exclusive function and he (or any Manager) may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of a Manager or member or to the income or proceeds derived therefrom. 5.6. Bank Accounts. A Manager may from time to time open bank accounts in the name of the Company, and a Manager shall be the sole signatory thereon, unless a Manager determines otherwise. 5.7. Indemnity of the Managers. The Managers shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated: (a) In any threatened, pending or completed action, suit or proceeding to which a Manager was or is a party or is threatened to be made a parry by reason of the fact that he is or was a Manager of the Company (other than an action by or in the right of the Company) involving an alleged cause of action for damages arising from the performance of his activities on behalf of the Company, the Company shall indemnify such Manager against expenses, including attorney's fees, judgments and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if the Manager acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and provided that his or her conduct has not been found by a non -appealable court judgment, order, decree or decision to constitute gross negligence, willful or wanton misconduct, or a breach of fiduciary obligations to the Members. The termination of any action, suit or proceeding by judgment, order, or settlement shall not, of itself, create a presumption that the Manager did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. (b) To the extent the Managers have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) above, or in defense of any claim, issue or matter therein, the Company shall indemnify the Managers against the expenses, including attorney's fees, actually and reasonably incurred by him in connection therewith. 6 (c) The indemnification set forth in this paragraph shall in no event cause the Members to incur any liability beyond their total Capital Contributions plus their share of any undistributed profits of the Company, nor shall it result in any liability of the Members to any third party. 5.8. Resignation. Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 5.9. Removal At a meeting called expressly for that purpose, all or any lesser number of Managers may be removed at any time, with or without cause, by the affirmative vote of Members holding a majority of all Interests then entitled to vote at any election of Managers. 5.10. Vacancies Any vacancy occurring for any reason in the number of Managers of the Company may be filled by the affirmative vote of a majority of the remaining Managers then in office, provided that if there are no remaining Managers, the vacancy shall be filled by the affirmative vote of Members holding at least a majority of all Interests. Any Manager's position to be filled by reason of an increase in the number of Managers shall be filled by the affirmative vote of a majority of the Managers then in office or by an election at an annual meeting or at a special meeting of Members called for that purpose or by the Members' unanimous written consent. A Manager elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and shall hold office until the expiration of such term and until his or her successor shall be elected and shall qualify or until his or her earlier death, resignation or removal. A Manager chosen to fill a position resulting from an increase in the number of Managers shall hold office until the next annual meeting of Members and until his or her successor shall be elected and shall qualify, or until his or her earlier death, resignation or removal. 5.11. Salmzes. The salaries and other compensation of the Managers shall be fixed from time to time by an affirmative vote of Members holding at least a majority of all Membership Interests, and no Manager shall be prevented from receiving such salary by reason of the fact that he is also a Member of the Company. Article 6 Dissolution 6.1 Causes of Dissolution. The Company shall be dissolved on the occurrence of any of the following events: 6.1.1 At any time by unanimous written consent of the Members; 6.1.2 On the bankruptcy, withdrawal, or death of a Member, unless the business of the Company is continued as provided below; or 6.1.3 On the sale of all or substantially all the assets of the Company. 6.2 Continuation of Business. Notwithstanding a dissolution of the Company under 7 Section 6.1.2, the Members, or their personal representatives, or the Unadmitted Assignee of the last Member holding a Membership Interest in the Company, may elect to continue the business of the Company. The election shall occur within 90 days of the event of dissolution. 6.3 Distribution of Assets if Business is Not Continued In the event of dissolution of the Company and if the Members do not elect to continue the business of the Company, the Members shall proceed with reasonable promptness to sell the real and personal property owned by the Company and to liquidate the business of the Company, provided that, to the extent sale of personal property is not required for payment of 6.3.1 and 6.3.2, personal property contributed by each Member shall be returned to such Member. On dissolution, the assets of the Company business shall be used and distributed in the following order: first, 6.3.1 Any liabilities and liquidating expenses of the Company will be paid 6.3.2 The reasonable compensation and expenses of the Members in liquidation shall be paid; and 6.3.3 The amount then remaining shall be paid to and divided among the Members in accordance with Members' Percentage Interest as of the date of the distribution, after giving effect to all contributions, distributions and allocations for all periods. Article 7 Bankruptcy of a Member 7.1 Bankruptcy Defined A Member shall be considered bankrupt if an Order for Relief is entered by or against the Member under applicable United States bankruptcy law or if the Member makes an assignment for the benefit of creditors or otherwise takes any proceeding or enters into any agreement for compounding his or her debts other than by the payment of those debts in full. 7.2 Effective Date for Bankruptcy. The effective date of a Member's bankruptcy shall be the date that the other Members, having learned of the Member's bankruptcy, give notice in writing stating that the Member is regarded as bankrupt under this Agreement, such notice to be served personally or by leaving the same at the place of business of the Company. As of the effective date, the bankrupt Member shall have no further rights as a Member of the Company; however, the bankrupt Member's Membership Interest shall remain unaffected except to the extent of any damages incurred by the Company, and the Company shall have the right to purchase the Membership Interest for the same price as established under Section 9.4. In the event the Company does not purchase the Terminated Member's Membership Interest, the Terminated Member's rights shall be those of an Unadmitted Assignee. Article 8 Withdrawal of a Member 8.1 Right to Withdraw. A Member shall have the right to withdraw as a Member of the Company without the consent of all other Members. 8 8.2 Consequences of Withdrawal of a Member if the Business is Continued If the remaining Members consent to continuation of the business of the Company, then the withdrawing Member shall have only the rights of an Unadmitted Assignee. The Company shall have the first right to purchase the withdrawing Member's Membership Interest for the amount of the withdrawing Member's capital account during the first three years following admission of the Member, and thereafter for the same price as established under Section 9.4. Such option to purchase shall be exercised and the purchase price paid within 90 days of the date of withdrawal. If the remaining Members do not wish to purchase, the Company shall be dissolved. Article 9 Death of a Member 9.1 Death of a Member. On the death of a Member, the Deceased Member's rights as Member of the Company shall be deemed transferred to the Deceased Member's Estate, and the personal representative of the decedent, or the heirs of the Deceased Member shall become an Unadmitted Assignee of the Membership Interest. Article 10 Transfers of Member's Interest 10.1 Restrictions on Transfers. Except as otherwise permitted by this Agreement, no Member shall transfer, sell or otherwise dispose of all or any portion of its Membership Interest, whether voluntarily or involuntarily ("Transfer"). In the event that any Member pledges or otherwise encumbers all or any part of its Membership Interest as security for the payment of a debt, the pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the terms and conditions of this Article 10. 10.2 Right of First Refusal If a Member (the Offering Member") has received a bona fide offer of purchase for all or any portion of his or her ownership interest in the Company which he or she wishes to accept, the Member shall first offer such interest to the other Members as set forth below at the same price and terms (or substantially similar terms) offered by the bona fide prospective purchaser. 10.3 Offer. Such offer shall be in writing, dated the day of mailing, and sent to the other members entitled to purchase hereunder (the "Member's Notice"), and shall describe the bona fide offer specifying the offeror, the interest offered, price and terms, the proposed closing date, and the address of the Offering Member. Such mailing shall be made to the Member(s) addresses shown on the Company's records, which addresses shall be immediately provided to the Offering Member upon his request. The other Member(s) entitled to purchase hereunder shall have the right for ten (10) days after the date of the Member's Notice to elect to Purchase at the price and terms specified in the Member's Notice such portion of the interest as he or they may select. Such right to purchase shall be exercised by giving written notice(s) thereof (the "Member's Acceptance") to the Offering Member, which notice(s) shall set forth the amount of the interest the Member(s) is willing to purchase. The interest shall be sold to each Member who has submitted a timely Member's Acceptance in an amount as to each Member (not exceeding the amount which he has agreed to purchase) based on his pro rata ownership (of all Members submitting Member's Acceptances) of the outstanding interests of the Company on the date of the Member's Notice. 9 10.4 Closing. Such sales shall be dosed at the offices of the Company unless otherwise agreed between the respective parties thereto, fifteen (15) days after the date of the Member's Notice. 10.5 Sale of Interest If the offered interest has not been purchased by the other Members as provided above, the Offering Member shall be free to sell the unpurchased offered interest to the bona fide prospective purchaser, but only if the prospective purchaser agrees to purchase the interest of all other Members who wish to sell at the same price and terms. If the bona fide prospective purchaser decides not to purchase, or fails to purchase within 90 days of the date of the Member's Notice, the Offering Member, before he can sell, must obtain a new bona fide offer for purchase and follow the above procedures. If such interest is sold to such bona fide purchaser, then the restrictions imposed upon such interest hereunder shall be applicable to such interest. Unless the other Members approve of the sale by unanimous written consent, the purchaser shall have only the rights of a transferee under C.R.S. 7-80-702. 10.6 Permitted Trance. Subject to the conditions and restrictions set forth herein, a Member may at any time Transfer all or any portion of its Membership Interest to (a) any other Member or wholly -owned or controlled affiliate of another Member, (b) any wholly -owned or controlled affiliate of the transferor, (c) a trust for the benefit of the Member or the Member's family if the Member or any immediate family Member retains control over the Membership Interest Transferred, (d) the Member's spouse, or (e) the transferor's personal representative, heirs or trustee to whom the Membership Interest is transferred involuntarily by operation of law. 10.7 Rights of Unadmitted Assignees. A person or entity that acquires a Membership Interest but is not admitted as a substituted Member shall be entitled only to allocations and distributions with respect to the Membership Interest in accordance with this Agreement, and shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Colorado Limited Liability Company Act or this Agreement, except as otherwise provided by this Agreement. Article 11 Members' Covenants 11.1 Alienation of a Member's Interest in the Company. No Member shall, except as provided in Article 10, sell, assign, mortgage, or otherwise encumber its, his or her Membership Interest in the Company or in it capital assets or property; or enter into any agreement of any kind that will result in any person, firm, or other organization becoming interested with it, him or her in the Company; or do any act detrimental to the best interests of the Company. 11.2 Reimbursement of Expenses. The Members shall be reimbursed for all Company related expenses incurred which are related to generating business for the Company. Article 12 Miscellaneous Provisions 12.1 Inurement. This Agreement shall be binding on the parties to this Agreement and 10 their respective heirs, personal representatives, successors, and permitted assigns. 12.2 Modification. This Agreement may be modified from time to time as necessary only by the unanimous written consent of the Members. 123 Entire Agreement This Agreement and exhibits attached to it set forth all (and are intended by all parties to be an integration of all) of the promises, agreements, conditions, understandings, warranties, and representations among the parties with respect to the Company; and there are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among them other than as set forth in this Agreement. 12.4 Severability. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. In the event there is any conflict between any provision of this Agreement and any statute, law, ordinance, or regulation contrary to which the Members or the Company have no legal right to contract, the latter shall prevail, but in that event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to conform with the requirement of law. In the event that any part, article, section, paragraph, or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account of that holding, and the balance of -the Agreement shall continue in full force and effect. 12.5 Notice. All notices under this Agreement shall be in writing and shall be personally delivered or mailed by registered or certified mail, postage prepaid, return receipt requested, or by any other method providing reasonable proof of receipt, to the Company, at its principal place of business or to Members at their last known addresses. Notice shall be deemed effectively given on receipt. 12.6 Governing Law. This Agreement and its terms are to be construed according to the laws of the State of Colorado, without giving effect to choice of law rules. 12.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which counterparts collectively shall constitute one instrument representing the Agreement between the parties. 11 IN WITNESS, I have set my hand and seal to this Operating Agreement on the day first written above. Approved effective July 29, 2013. Al NO13-41, 7/etg/f8 Susan Williams, Member Date r�K)--av(14-ill G.l... Kenneth Daniel McCarver, Member Date Smokehouse Enterprises, LLC By: 4 ` it ►u-1, ; aa %/O-/, Susan VrilliaMS, Manager Date By: Kenneth Daniel McCarver, Manager Date 2 f/i3 12 ISMS Making the Traveler's Day getter°" Elvis Harvey 8008 Cedar Springs Road Lock Box 1 Dallas, TX 75235 August 21, 2013 To whom it may concern: I am writing to recommend the services of K. Daniel McCarver; Daniel has done several projects for our company over the past eight years. His knowledge professionalism and attention to detail have aided in keeping our company operational needs on track through a major operational restructure. I feel confident in recommending Daniel and his team. He is not only thorough, but also easy to work with, and always willing to take the time to discuss my concerns and respond to questions. If you have any further questions, please feel free to contact me. Regards, Elvis Harvey Director of Operations Phone: 901-326-7817 Email: elvis.harveyhmshost.com Dallas Love Field 8008 Cedar Springs Road Dallas TX 75235 Phone: 214.358.7615 Fax: 214.357.8862 An Auro2riU Company la DALGlobal Services A wholly owned subsidiary of Della Air Lines, Inc. AVIATION a STAFFING o TRAINING a SECURITY August 21, 2013 TO: Whom it may concern FROM: Charles W. Kimbell SUBJECT: Reference for Dan McCarver and Susan Williams To whom it may concern: I have known Dan McCarver and Susan Williams for twenty plus years. At the time Dan worked for Lowrie Electric and performed electrical work at Memphis Shelby County Airport Authority (MSCAA) and Susan did contract communications work for MSCAA. Dan and Susan are very organized, efficient, and had a great rapport with all airline tenants. Dan's and Susan's communication and customer service skills were excellent in communicating and servicing airport tenants during their tenure. In summary, I highly recommend Ken and Susan in their pursuit of opening a restaurant business in Colorado. They will be good citizens for the city of Denver and the State of Colorado. Charles W. Kimbell Reg Mgr, DGS 901-692-0364C Revised 7/14/09 To whom it may concern, I have known Susan Williams for over 20 years. In that time, Northwest and Delta Airlines contracted her to do a great deal of work at the Memphis International Airport. Susan has always been professional, honest, and trustworthy. She never let me down in any way. Regards, Jim Dozier Operations Lead, Delta Air Lines (previously Regional Manager for Northwest and Delta) 2280 Podesta Cove Memphis, TN 38134 Phone: 901-382-8380 Fax: 901-382-8498 designspee3@aol.com www.designspeciaities.info Design Specialties & Construction, Inc. 8/22/2013 To whom it may concern I would like to endorse Mr. K. Daniel McCarver and Susan Williams formerly of Memphis, Tennessee. I have personally worked with both of these individuals on many projects at the Memphis International Airport since 1999 and they are among the best professionals in work ethics, honesty and quality standards of the industry. They have always completed their work on time and followed the very ridged standards required in their work at the Airport. They honor their deals and pay their bills on time. I would not hesitate to make any type of deal with these individuals because I know whatever they put their efforts towards they would contribute 100% to make it a success. If you need any further information from me I can be reached at the above numbers as well as my cell phone 901553-5035. Ken Whitmore VP 20130916-04221 DATE 08/31/2013 SO WELD COUNTY RECORDS GREELEY 1950 "0" STREET GREELEY, CO 80631 RE: WILLIAMS,SUSAN FRANCES DATE OF BIRTH: SOC: XXX-XX- No Colorado record of arrest has been located based on above name and date of birth or through a search of our fingerprint files. The colorado Bureau of Investigation's database contains detailed information of arrest records based upon fingerprints provided by colorado law enforcement agencies. Arrests which are not supported by fingerprints will not be included in this database. on occasion the colorado criminal history will contain disposition information provided by the colorado judicial system. Additionally, warrant information, sealed records, and juvenile records are not available to the public. Since a record may be established after the time a report was requested, the data is only valid as of the date issued. Therefore, if there is a subsequent need for the record, it is recommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of the record is prohibited by law and may be punishable as a felony when done with intent to injure or defraud any person. Sincerely, Ronald C. Sloan, Director Colorado Bureau of Investigation Page 1 20130916-04091 DATE 08/31/2013 SO WELD COUNTY RECORDS GREELEY 1950 "0" STREET GREELEY, CO 80631 RE: MCCARVER,KENNETH DANIEL soc: xxx-xx- No Colorado record of arrest has been located based on above name and date of birth or through a search of our fingerprint files. DATE OF BIRTH: The Colorado Bureau of Investigation's database contains detailed information of arrest records based upon fingerprints provided by Colorado law enforcement agencies. Arrests which are not supported by fingerprints will not be included in this database. on occasion the Colorado criminal history will contain disposition information provided by the Colorado Judicial system. Additionally, warrant information, sealed records, and juvenile records are not available to the public. since a record may be established after the time a report was requested, the data is only valid as of the date issued. Therefore, if there is a subsequent need for the record, it is recommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of the record is prohibited by law and may be punishable as a felony when done with intent to injure or defraud any person. Sincerely, Ronald C. Sloan, Director Colorado Bureau of Investigation Page 1 0 ro o cv O 0 0 U a Go o w ti O U o o °02 sCaO O RECEIPT RECEIVED FROM ADDRESS DATE .gyviott hat< CHECK` caS- 13 No.87132 in r.�tyrr— ;C2 $ 15S.6 ORDER' RECEIPT DATE o m RECEIVED FROM 1' w v (13 co ADDRESS U O O N 4till sag 3.8 FOR 3cba BY 71 0- )1' 1-6st (514wis HOW PAID CASH CHECK jI I1 ` Jl/� ci op MONEY ORDER No.87133 Alki 1, 1/44- O123 Adis BY & Tammy Waters From: Sent: To: Subject: Janet Carter Thursday, September 26, 2013 10:04 AM Tammy Waters RE: Smokehouse Enterprises - Transfer of Ownership This is an existing location. Public Works has no comments at this time. Thanks, Janet L Carter Traffic Engineer Weld County Public Works Dept. P.O. Box 758, Greeley, CO 80632 Tele-970.356.4000 ext 3726 Fax- 970.304.6497 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Tammy Waters Sent: Wednesday, September 25, 2013 2:19 PM To: Bethany Salzman; Brad Yatabe; Dan Joseph; Deb Adamson; Frank Piacentino; Janet Carter; Roy Rudisill Subject: Smokehouse Enterprises - Transfer of Ownership In accordance with the procedure for Liquor and/or beer license checks, please review all records on the following establishment for any associated reports during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the transfer of ownership request for a Hotel and Restaurant Liquor License. PLEASE RESPOND NO LATER THAN: October 9, 2013 ESTABLISHMENT: SMOKEHOUSE ENTERPRISES, LLC DBA OLE HICKORY SMOKEHOUSE & TAVERN 3815 HIGHWAY 119 LONGMONT, CO 80504 Current license expires: July 17, 2014 - TEMPORARY ISSUED TO SMOKEHOUSE ON 08/28/2013 1 File Location: LC0014 Tammy Waters Deputy Clerk to the Board 1150 O Street/P.O. Box 758/Greeley, CO 80632 tel: (970) 336-7215 X5226 IRO #.1. Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 To: Weld County Board of Commissioners From: Deputy Mark Mellon Date: September 27, 2013 RE: Old Hickory Smokehouse and Tavern Dear Commissioners, I have researched and found no reported calls for service to the address of 3815 Hy. 119, Longmont, Weld County Colorado for the Calendar year of 2013 to present day. This is a new Liquor License applicant. I find no grounds for disapproval for the renewal of the liquor license. Respectfully Submitted, Deputy Mark Mellon Community Resource Officer Weld County Sheriff's Office 1950 "O" Street Greeley, CO 80631 WELD COUNTY SH'ER.IiFF'S OFFICE CommunityReSOurce (*lice L lL�1LlOR ENFDRCEMENT WORKSHEET • 1950 0 -'Street Greeley, Colorado 80631 Voice (970) 356-4015 o Fax (970) 304.6467 Inspection Report G incident Report CR,'t: license Trade Hamed f f )/�,/ { S k` d Imo' /fl(� HvG �• y �if/7 il�i{�y GDr✓t/v( Licensee Name: / �D�LLi�.I. car ✓e,f License if/ Type: 2013 - ii ! —. ktiniv f Date of Report / Incident: aq 27 II Address: /5 k/Y 11 Person Contacted: battier y G /I _ r ( APC6, !r/y°J ( _ City, State, Zip: �Gt l !' (.r 0.‘ .. .... Telephone #. .303 6 7y, e l do State Liquor License Posted X I Manager Registered ;- r State Sales Tax License Posted j . License in Control of Premises X County Liquor License Posted X Trade Name Properly Registered X Federal Form 11 * Call (800) 398-2822 s j Premises Physical Control Adequate fr Food Service License Posted X -. Acceptable Dispensing System X Minor Warning Sign Posted X Off Premise Storage licensed 24 x. Meals and Snacks Available I S1_, Only Permitted Items Sold X Cleanliness Adequate Alcohol From Permitted Source X Books & Invoices Available V Discuss Sales of Liquor to Minors Jr. Alcohol Beverage Stock Acceptable V Discuss Sales to Intoxicated Perso9s (( ['Warning UFollow-Up Inspection Licensee I Representative Signature Date Violation: Date: I Time: Subject: 1 DOB: I Hgt: I Wgt I Eyes: I Hair. Clothing: DL / IQ#: Stale: .Address: City: State: Zip: Ewderrce: Yes NO HNV Phone #: Summons #: Court Date: Photos: Yes NO Narrative: 34,5 .70-1 f:eatle 7063- e,av /WetSUe !'e,y ee/ z7 ��D''13/ LG'i�/�"�S� j9nfiqf Deputy: #: /4)/ f'/ Date: n 1 Z7 /) oval i3 O7 a? 13 5g� Dpdw-d<iNze - Girt w4dd' dv frded Rode 42-7 pw�/it po66 7a°�� o r5Gap�E Mole rea5t to PY7� 446;' hi a‘;e i3Sekic- 6v1,-41 �6kG ei:ic4e'ni <431. Liquor/Beer License Worksheet The following concerns are noted: c � q iuAee) The Licensee and the Sheriffs Office have collectively agreed to implement the following to correct concerns noted above: (A time line and corrective action should be listed for each concern) 7)4 -Noel ilTrAev e e) Establishment wner, Please Print Date / �� Deputy's Sig ature Establishment Signature Use another sheet of paper or attach separate proposal to this packet if needed. Attach copies of all reports associated with this establishment for the last year. Both the Deputy and the Owner of the establishment will be required to attend the Liquor Hearing to testify to the above agreement. LIQUOR LICENSE TRANSFER OF OWNERSHIP REVIEW FORM Date: September 26, 2013 TO: Lisa Carpenter FROM: CTB — Tammy Waters SUBJECT: Liquor License Check In accordance with the procedure for Liquor and/or beer license checks, please review all records on the following establishment for any associated reports during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the transfer of ownership request for a Hotel and Restaurant Liquor License. PLEASE RESPOND NO LATER THAN: October 9, 2013 ESTABLISHMENT: SMOKEHOUSE ENTERPRISES, LLC DBA OLE HICKORY SMOKEHOUSE & TAVERN 3815 HIGHWAY 119 LONGMONT, CO 80504 Current license expires: July 17, 2014 - TEMPORARY ISSUED TO SMOKEHOUSE ON 08/28/2013 File Location: LC0014 ****************+**********:t**************x+*xxx*w e*****xx********************wxxx++*:t*x*****+.ex*****xx No concerns 41 Deputy's Initials The Sheriffs Office had a concern and the deputy has mutually worked with the licensee to correct the concern. (Complete Attached Worksheet) Unresolved concerns exist requiring a Probable Cause Hearing scheduled by the Board of County Commissioners. (Complete Attached Worksheet) Please notify at Extension Board of Commissioner's renewal hearing. of the date and time of the MEMORANDUM To: Tammy Waters, Deputy Clerk to the Board October 9, 2013 From: Bethany Salzman, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0014 Review of the following liquor license renewal by the Department of Planning Services shows the following: 42-57083-0000 Smokehouse Enterprises, LLC dba Ole Hickory Smokehouse & Tavern 3815 Highway 119 Longmont, Colorado 80504 Zone District: Three Lot Minor Subdivision (C-3) - Commercial This use is permitted through a Site Plan Review (SPR-364) permit. Currently there are no active violations noted on the above mentioned property SERVICE, TEAMWORK, INTEGRITY, QUALITY Tammy Waters From: Sent: To: Subject: No issues from OEM Roy Rudisill Wednesday, October 09, 2013 10:04 AM Tammy Waters RE: Smokehouse Enterprises - Transfer of Ownership Director Roy Rudisill Weld County Office of Emergency Management 1150 O St. Greeley Co. 80632 970-304-6540 Office 970-381-0417 Cell Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Tammy Waters Sent: Wednesday, September 25, 2013 2:19 PM To: Bethany Salzman; Brad Yatabe; Dan Joseph; Deb Adamson; Frank Piacentino; Janet Carter; Roy Rudisill Subject: Smokehouse Enterprises - Transfer of Ownership In accordance with the procedure for Liquor and/or beer license checks, please review ail records on the following establishment for any associated reports during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the transfer of ownership request for a Hotel and Restaurant Liquor License. PLEASE RESPOND NO LATER THAN: October 9, 2013 ESTABLISHMENT: SMOKEHOUSE ENTERPRISES, LLC DBA OLE HICKORY SMOKEHOUSE & TAVERN 3815 HIGHWAY 119 LONGMONT, CO 80504 1 Current license expires: July 17, 2014 — TEMPORARY ISSUED TO SMOKEHOUSE ON 08/28/2013 File Location: LC0014 Tammy Waters Deputy Clerk to the Board 1150 O Street/P.O. Box 758/Greeley, CO 80632 tel: (970) 336-7215 X5226 • Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. if you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Department of Planning Services 1555 N 17th Ave Greeley, CO 80631 (970) 353-6100 Weld County Building Inspection Referral Date: October 9, 2013 Applicant: Ole Hickory Smoke House Address: 3815 State Hwy 119, Longmont Project: Transfer of Liquor License After reviewing the application and documents submitted, Building Inspection has the following comments: 1. Weld County Building Department has no concerns. Respectfully Frank Piacentino Weld County Department of Building Inspection Memorandum TO: Tammy Waters FROM: Dan Joseph SUBJECT: Liquor license inquiry DATE: October 10, 2013 CC: Cindy Salazar; Debra Adamson In response to your request, Environmental Health Services has reviewed the Retail Food Service Establishment file for Ole Hickory Smokehouse and Tavern, located at 3815 Highway 119, in Longmont, Colorado. At this time, there are no problems or concerns regarding this establishment. Should you have any questions regarding this matter, please contact me via e-mail at djosephco.weld.co.us or by phone at 970-304-6415 extension 2206. Thank you. Dan Joseph Environmental Specialist III Hello