Exhibit 10.16


 


LICENSE AGREEMENT


(Bricktown Brewery – Springfield)


 


THIS LICENSE
AGREEMENT (the “Agreement”) dated effective as of June 11, 2018, is entered into by and between BT CONCEPTS LLC, an
Oklahoma limited liability company (the “Licensor”), and BT OPS SPRINGFIELD LLC, a Missouri limited liability company
(the “Licensee”).


 


WHEREAS,
Licensee and Licensor to enter into a business arrangement to whereby Licensor shall grant to Licensee the right to utilize the
Property (as defined below) under the terms and conditions of this Agreement; and


 


WHEREAS,
Licensor is the owner of all of the intellectual property, including, trademarks, service marks, and trade-names, common law, state
and federal, if applicable, the name “Bricktown Brewery®”
and any variations thereof, logos, copy-rights, menus, recipes, trade dress, processes, employee and operation manuals, advertising
materials and other similar rights related to the Bricktown Brewery®
brew-pub and restaurant concept, including certain craft-brewed beers and ales, and including, without limitation, those items
set forth on Schedule I attached hereto (the “Property”); and


 


WHEREAS,
Licensee desires to use and continue to use the Property in and at its brew-pub and restaurant (“Bricktown Brewery –
Springfield”) which it is owns and operates at 2040 E Independence St, Springfield, MO 65804 (the “Exclusive
Territory”), in connection with operations, restaurant and other services provided at the Bricktown Brewery – Springfield
(the “Services”) and on goods, including but not limited to, printed materials, napkins, menus, educational
materials, clothing and other goods associated with the Services (the “Goods”).


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises hereinafter set forth, the receipt of which are hereby acknowledged,
the parties agree as follows:


 


1. Grant of License.
Effective upon the execution of this Agreement, Licensor hereby grants to Licensee upon the terms of this Agreement, a non-exclusive
license to use the Property on and in connection with the Bricktown Brewery – Springfield, including Goods and Services,
in the Exclusive Territory. Licensee accepts the license subject to the terms of this Agreement. Licensee shall use only the Property
in the manner authorized and permitted by this Agreement and only in connection with the operation of Bricktown Brewery –
Springfield.


 


License Agreement – Bricktown Brewery – Springfield


 






     


     


    

 


2. Ownership of
Property. Licensee hereby acknowledges that Licensor is the owner of the Property and agrees that it will not do anything materially
inconsistent with such ownership. During the term of this Agreement, Licensee shall identify itself as the owner of Bricktown Brewery
– Springfield in conjunction with any use of the Property, including, but not limited to, on invoices, order forms, receipts
and contracts, as well as at such conspicuous locations on the premises of Bricktown Brewery – Springfield. Any and all goodwill
arising from Licensee’s use of the Property shall inure solely and exclusively to Licensor’s benefit, and upon expiration
or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill
associated with Licensee’s use of the Concept or the Proprietary Marks.


 


3. Standards and
Control. Licensee agrees that the nature of the Goods and Services provided by Licensee in association with the Property shall
conform to the reasonable standards now in place or reasonably adopted in the future by Licensee, and used at the Bricktown Brewery
– Springfield. It is agreed and understood between the parties that the current goods, services, related advertisement, promotional
and other related uses of the Property at and on behalf of the Bricktown Brewery – Springfield are in conformance with the
standards of Licensor for the Property. Subject to the provision herein for Licensee's reasonable adoption of standards in the
future, Licensee agrees to maintain the current standards now in place at the Bricktown Brewery – Springfield and Licensor
agrees that such standards are in conformance with its standards and that by maintaining such standards, Licensee is now and will
be in compliance for the term of this Agreement with its obligations to meet standards set by Licensor. Licensee further agrees
that it will comply with all applicable laws and regulations and obtain all appropriate government approval pertaining to the Goods
and Services sold on and in association with the Property.


 


4. Term. The
term of the license shall continue for as long as Licensee, including its successors or assigns, uses any of the Property at Bricktown
Brewery – Springfield, provided that either party may terminate this Agreement upon material default by the other party in
the performance of any obligation under this Agreement. Upon material default by a party in the performance of any obligation under
this Agreement, the non-defaulting party shall give notice in writing to the party in default specifying the thing or matter in
default. Unless such default is cured within thirty (30) days following the giving of such notice (or if such cure cannot be completed
within such thirty (30) day period, if the cure is not undertaken promptly upon receipt of such notice and diligently pursued thereafter),
the party giving such notice may give further written notice to the other party terminating this Agreement; in such event, this
Agreement shall terminate on the date specified in such further notice, which date shall be no earlier than thirty (30) days from
the date of such further notice. This grant of this license is expressly subject to and conditioned upon any approval of the Court
required in the Bankruptcy.


 


5. Termination.
Upon termination of this Agreement, Licensee agrees to discontinue all use of the Property within sixty (60) days of the termination.


 


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6. Licensing Fee.
 Beginning with the first day of the accounting period following the calendar month in which all debt, including notes payable
or accounts payable, owed by Licensor to Licensee or any entity doing business under license as a Bricktown Brewery which has a
common ownership of more than 20% with Licensee has been paid in full (“Fee Start Date”), as consideration for
use of the Property, Licensor will earn from Licensee a “Licensing Fee”, calculated as 20% of:


 


		(a)	Earnings Before Depreciation and Amortization (“EBDA”) for Licensee;



 


		(b)	Less debt service (payment of interest and principal) of all debt of the Licensee since
the Cost Start Date amortized over 5 years; and



 


		(c)	Less all capital expenditures made by Licensee of any kind since the Cost Start Date, including
but not limited to pre-opening expenses for Licensees restaurant operations.



 


Calculation of the
Licensing Fee shall be done after each monthly accounting period on a cumulative basis, meaning that if a monthly calculation of
the Licensing Fee produces a negative number, such negative balance shall be carried forward to the following accounting period
until a positive balance is achieved. The Licensing Fee for a given monthly accounting period shall be due and payable on or before
the 15th day of the following monthly accounting period. The “Cost Start Date” is the first date
on which Licensee incurred either debt service or capital expenditures in connection with the construction, conversion or remodeling
of Licensee’s premises as a Bricktown Brewery. No Licensing Fees will be earned prior to the Fee Start Date.


 


7. Miscellaneous.


 


7.1. Licensor and Licensee shall
not have the power to bind or obligate the other party in any manner.


 


7.2. This Agreement shall be
interpreted and construed under the laws of Oklahoma, which laws shall prevail in the event of any conflict of laws, except to
the extent governed by the United States Trademark Act of 1946, as amended.


 


7.3. The
provisions of this Agreement shall be deemed separable. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable,
such rendering shall not affect the validity and enforceability of the remainder of this Agreement.


 


7.4. This
Agreement is not assignable or transferable without the consent of the other party, such consent not to be unreasonably withheld.


 


7.5. This
Agreement may be executed by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same document.


 


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7.6.
Any controversy arising out of or relating to this Agreement shall be resolved in state or federal court located in Oklahoma County,
Oklahoma.


 


7.7.
The headings of this Agreement have been inserted for the convenience of reference only and are not intended to limit or expand
the meaning of the language contained in the particular section or paragraph.


 


7.8.
This Agreement sets forth the entire agreement between the parties relating to the subject matter contained herein and may not
be modified or amended except by written agreement signed by the parties hereto.


 


7.9, Nothing
contained herein shall be construed as creating a partnership, joint venture or agency by and between Licensor and Licensee. The
parties expressly recognize that they do not intend to create any partnership, joint venture or agency by and between them.


 


8. Proprietary
Information. Licensee acknowledges that, over the term of this Agreement, they are to receive proprietary information
which Licensor has developed over time at great expense, including, but not limited to, information regarding the Bricktown
Brewery® brew-pub and restaurant concept, methods of site selection, marketing and public relations
methods, product analysis and selection, recipes for preparing, cooking and serving food and beverages, and service methods
and skills relating to the development and operation of Bricktown
Brewery® brew-pub and restaurants. Licensee further acknowledge that this information, which includes,
but is not necessarily limited to, that contained in the manuals, is not generally known in the industry and is beyond its
own present skills and experience, and that to develop it themselves would be expensive, time consuming and difficult.
Licensee further acknowledges that Licensor’s information provides a competitive advantage and will be valuable to it
in the development of their business, and that gaining access to it is therefore a primary reason why they are entering into
this Agreement. Accordingly, Licensee agrees that Licensor’s information, as described above, which may or may not be
“trade secrets” under prevailing judicial interpretations or statutes, is private and valuable, and constitutes
trade secrets belonging to Licensor; and in consideration of Licensor’s confidential disclosure to them of these trade
secrets, Licensee agrees that it will not communicate, divulge or use for the benefit of any other person or entity any
confidential information, knowledge or know-how concerning the methods of development or operation of a restaurant utilizing
the Bricktown Brewery® brew-pub and restaurant
concept or system. Licensee agrees that the provisions of this Section 8 are and have been a primary inducement to
Licensor to enter into this Agreement, and that, in the event of breach thereof, Licensor would be irreparably injured and
would be without adequate remedy at law. Therefore, in the event of a breach, or a threatened or attempted breach, of any
of such provisions, Licensor shall be entitled, in addition to any other remedies which it may have hereunder or in law or in
equity (including without limitation the right to terminate this Agreement), to a preliminary and/or permanent injunction and
a decree for specific performance of the terms hereof without the necessity of showing actual or threatened damage, and
without being required to furnish a bond or other security.


 


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9. Infringement.
In the event that any of the Property allegedly infringe on a third party, Licensor agrees, at its sole cost and expense, to
defend, indemnify and hold Licensee harmless against any and all such claims, demands or lawsuits alleging infringement, as a
result of Licensee’s manufacture, marketing, distribution or sale of the Goods. Licensee agrees to promptly notify
Licensor of its receipt of any notice of any such claim, demand or lawsuit, and Licensor agrees, at its sole cost and
expense, to promptly assume Licensee’s defense of any such claim, demand or lawsuit, with legal counsel satisfactory to
Licensee. Licensor acknowledges and agrees that Licensee in its sole discretion may elect to actively participate in the
defense of any third party infringement action. Licensor further agrees that settlement of any third party infringement
action will not proceed absent the written agreement and approval of Licensee.


 


10. Trademark
Maintenance. Licensor shall maintain in full force and effect, for the term of this Agreement, all patents, copyrights
and trademarks currently in place with respect to the Property, and shall keep Licensee fully and promptly informed of any
changes to any such patents, copyrights and trademarks, specifically including any lapses or termination of any such patents,
copyrights and trademarks.


 


11. Relationship.
It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them,
and that nothing in this Agreement is intended to constitute any party an agent, legal representative, subsidiary, joint
venturer, partner, employee, or servant of the other for any purpose whatsoever. Licensee is an independent contractor and
not authorized to make any contract, agreement, warranty, or representation on behalf of Licensor, or to incur any debt or
obligation, express or implied, on behalf of Eateries.


 


[Remainder of page intentionally
blank, signatures on following page]


 


License Agreement – Bricktown
Brewery – Springfield


 











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IN WITNESS
WHEREOF, this instrument has been executed effective as of the Effective Date first above written.


 


	 	“Licensor”
	 	 
	 	BT CONCEPTS LLC, 
	 	an Oklahoma limited liability company
	 	 
	 	By:	 
	 	Name:	James M. Burke
	 	Its:	 Manager
	 	 
	 	“Licensee”
	 	 
	 	BTB OPS SPRINGFIELD, LLC, 
	 	a Missouri limited liability company
	 	 
	 	By:	 
	 	Name:	William C. Liedtke III
	 	Its:	Manager


 


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