Fresh Vine Wine, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • February 8th, 2023 • Fresh Vine Wine, Inc. • Beverages • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of [●] units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one warrant, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon exercise of the Rights Warrants, the “Securities”), at a subscription price of $[●] per Unit in cash (the “Subscription Price”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and the undersigned Purchaser (including such Purchaser’s successors and assigns, the “Purchaser”).
ContractFresh Vine Wine, Inc. • April 2nd, 2024 • Retail-eating places
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Securities ACT”) OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. WARRANT
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 27th, 2023 • Fresh Vine Wine, Inc. • Beverages • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2023 (“Agreement”), by and between Fresh Vine Wine, Inc., a Nevada corporation having its principal office at 11500 Wayzata Blvd. #1147, Minnetonka, MN 55305 (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, the “Warrant Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021.
2,200,000 Shares Fresh Vine Wine, inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Fresh Vine Wine, Inc. • Beverages • New York
FORM OFLock-Up Agreement • January 29th, 2024 • Fresh Vine Wine, Inc. • Beverages • Colorado
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024, by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Notes Live, Inc., a Colorado corporation (the “Company”) and (iii) each of the undersigned Holders (each a “Holder”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages • California
This AMENDMENT NO. 1 TO LICENSE AGREEMENT (this “Amendment”) is dated as of November 12, 2021 (the “Amendment Date”) by and between Fresh Grapes, LLC, a Texas limited liability company (“Company” or “We”) and Jaybird Investments, LLC, a Delaware limited liability company (“Licensor” or “you”). Licensor and Company are sometimes referred to collectively herein as the “Parties” and each is sometimes referred to herein as a “Party.”
FRESH VINE WINE, INC. Restricted Stock UNIT AgreementRestricted Stock Unit Agreement • May 31st, 2023 • Fresh Vine Wine, Inc. • Beverages
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), made effective as of May 25, 2023 (the “Grant Date”) is by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2022 • Fresh Vine Wine, Inc. • Beverages • Minnesota
The Employment Agreement (the “Agreement”) is made and entered into effective as of March 24, 2022 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Ellen Scipta (“Employee”) (the Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2023 • Fresh Vine Wine, Inc. • Beverages • Minnesota
The Employment Agreement (the “Agreement”) is made and entered into effective as of May 25, 2023 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”) (the Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”).
FRESH VINE WINE INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages • Nevada
This Indemnification Agreement (“Agreement”) is effective as of [ ], by and between Fresh Vine Wine, Inc., a Nevada corporation (“Company”), and [ ] (“Indemnitee”).
Form of Underwriting Agreement [●] Shares Fresh Vine Wine, inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages • New York
FRESH VINE WINE, INC. Restricted Stock Agreement (Employee Inducement Grant)Restricted Stock Agreement • May 31st, 2023 • Fresh Vine Wine, Inc. • Beverages
This Restricted Stock Agreement (the “Agreement”) is made effective as of May 25, 2023 by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”).
LICENSE AGREEMENTLicense Agreement • November 12th, 2021 • Fresh Grapes, LLC • Beverages • California
This LICENSE AGREEMENT, consisting of these “Basic Terms” and the attached “Standard Terms and Conditions” (or “STCs”) (collectively, this “Agreement”) dated as of March [*], 2021 (“Effective Date”) by and between Fresh Grapes, LLC a Texas limited liability company with an address of 10440 N. Central Expressway, Suite 1400, Dallas, TX 75231 (“Company” or “We”) and Nina Dobrev (“Licensor” or “you”). Capitalized terms used in this Agreement have the meanings specified in Section 1 of the STCs or elsewhere in this Agreement. Licensor and Company are sometimes referred to collectively herein as the “Parties” and each is sometimes referred to herein as a “Party.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 29th, 2024 • Fresh Vine Wine, Inc. • Beverages • Colorado
This Voting and Support Agreement (this “Agreement”), dated as of [●], 2024, is entered into by and among Fresh Vine Wine, Inc., a Nevada corporation (“Parent”), FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (“Shareholder”) of Notes Live, Inc., a Colorado corporation (the “Company”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FRESH VINE WINE, INC. Warrant To Purchase Common StockFresh Vine Wine, Inc. • January 27th, 2023 • Beverages • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Eastern Time) on [_____], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to Holder’s righ
FRESH VINE WINE, INC. STOCK OPTION AGREEMENT (Employee Inducement Grant)Stock Option Agreement • April 27th, 2023 • Fresh Vine Wine, Inc. • Beverages
This Stock Option Agreement (the “Agreement”) is made and entered into as of April 25, 2023 by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Roger Cockroft (“Employee”).
SECOND AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 19th, 2022 • Fresh Vine Wine, Inc. • Beverages • California
This SECOND AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is entered into as of April 13th, 2022 (the “Effective Date”) into by and between Fresh Vine Wine, Inc., a Nevada corporation (“Client”), and Jamey Whetstone d/b/a Whetstone Consulting (“Whetstone”).
EMPLOYMENT TRANSITION AND CONSULTING AGREEMENTEmployment Transition and Consulting Agreement • September 2nd, 2022 • Fresh Vine Wine, Inc. • Beverages • Minnesota
The Employment Transition and Consulting Agreement (the “Agreement”) is made and entered into effective as of September 1, 2022 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Elliot Savoie (“Executive”) (the Company and Executive are referred to herein individually as a “Party” and collectively as the “Parties”).
FRESH VINE WINE, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2022 • Fresh Vine Wine, Inc. • Beverages • Nevada
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of March 11, 2022 (the “Effective Date”), by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Janelle Anderson (“Executive”) (the Company and Executive are referred to herein individually as a “Party” and collectively as the “Parties”).
FRESH VINE WINE, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2022 • Fresh Vine Wine, Inc. • Beverages • Nevada
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of , 202 (the “Effective Date”), by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and (“Employee”).
FORM OF AGREEMENT TO FORFEIT SHARES OF COMMON STOCKFresh Vine Wine, Inc. • January 27th, 2023 • Beverages
The purpose of this agreement (this “Agreement”) is to confirm our discussions and agreement that [Damian Novak]/[Rick Nechio] (the “Stockholder”) has agreed to forfeit to Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), 250,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company, subject to the terms and conditions set forth in this Agreement.
GLOBAL MUTUAL COMPROMISE, RELEASE AND SETTLEMENT AGREEMENTAnd Settlement Agreement • January 27th, 2023 • Fresh Vine Wine, Inc. • Beverages • Minnesota
THIS GLOBAL MUTUAL COMPROMISE, RELEASE AND SETTLEMENT AGREEMENT (hereinafter “Agreement”) is made and entered into on the dates indicated below by and between the Parties identified below (and binding themselves and their respective interests and affiliates, all as set out herein):
FRESH VINE WINE, INC. Restricted Stock Agreement (Employee)Restricted Stock Agreement • May 16th, 2022 • Fresh Vine Wine, Inc. • Beverages
This Restricted Stock Agreement (the “Agreement”) is made effective as of , 202 by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and (“Employee”).
CONTRACTOR AGREEMENTContractor Agreement • November 12th, 2021 • Fresh Grapes, LLC • Beverages
This Contractor Agreement (the “Agreement”) is effective as of March 15, 2021 (the “Effective Date”), by and between Fresh Grapes, LLC, a Texas limited liability company (the “Company”), and Tribe of Five, LLC, a California limited liability company (“Contractor”), collectively referred to herein as the (“Parties”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 30th, 2022 • Fresh Vine Wine, Inc. • Beverages • Minnesota
This Separation Agreement and Release (“Agreement”) is by and between Ellen Scipta (“Employee”) and Fresh Vine Wine, Inc., a Nevada Corporation (the “Company”), both of whom enter into this Agreement intending to be legally bound.
CUSTOM WINEMAKING AND BOTTLING AGREEMENTCustom Winemaking and Bottling Agreement • November 12th, 2021 • Fresh Grapes, LLC • Beverages • California
WHEREAS, Customer owns the rights to use the name “FRESH VINE” (“Wine Trade Name”) in the marketing, promotion, and sale of wine, and wants to produce wine for retail sales under this name, but wants to reduce its expenses by utilizing Fior di Sole’s resources, wine production and bottling facilities, equipment and personnel; and,
FRESH VINE WINE, INC. Restricted Stock UNIT AgreementRestricted Stock Unit Agreement • March 31st, 2022 • Fresh Vine Wine, Inc. • Beverages • Nevada
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), made effective as of , 202 (the “Grant Date”) is by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and (“Employee”).
AMENDMENT TO EMPLOYMENT TRANSITION AND CONSULTING AGREEMENTEmployment Transition and Consulting Agreement • March 22nd, 2023 • Fresh Vine Wine, Inc. • Beverages
This Amendment to Employment Transition and Consulting Agreement (the “Amendment”) is made and entered into effective as of March 20, 2023 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Elliot Savoie (“Consultant”) (the Company and Consultant are referred to herein individually as a “Party” and collectively as the “Parties”).
FORM OF FRESH VINE WINE, INC. Restricted Stock UNIT AgreementRestricted Stock Unit Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), made effective as of [___________________], 202[__] is by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and [____________](“Employee”).
AGREEMENT TO FORFEIT SHARES OF COMMON STOCKFresh Vine Wine, Inc. • December 20th, 2022 • Beverages
The purpose of this agreement (this “Agreement”) is to confirm our discussions and agreement that Rick Nechio (the “Stockholder”) has agreed to forfeit to Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), 602,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company, subject to the terms and conditions set forth in this Agreement.
ALTERNATING PROPRIETORSHIP AGREEMENTAlternating Proprietorship Agreement • November 12th, 2021 • Fresh Grapes, LLC • Beverages • California
This ALTERNATING PROPRIETOR AGREEMENT is dated as of July , 2019 by and between Fior di Sole, LLC, located at 2515 and 2545 Napa Valley Corporate Drive, Napa, California (“Host Winery”); and Fresh Grapes, LLC, located at 10440 N. Central Expressway, Suite 1400, Dallas (“Alternating Proprietor”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • November 12th, 2021 • Fresh Grapes, LLC • Beverages • California
This AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is entered to be effective March 16, 2021 (the “Effective Date”) into by and between Fresh Grapes, LLC (“Client”), and Jamey Whetstone d/b/a Whetstone Consulting (“Whetstone”).
FORM OF FRESH GRAPES, LLC FOUNDER OPTION AGREEMENTFounder Option Agreement • November 29th, 2021 • Fresh Grapes, LLC • Beverages • Nevada
THIS FOUNDER OPTION AGREEMENT (the “Agreement”) is made effective as of [_________], 2021 (the “Effective Date”), by and between Fresh Grapes, LLC, a Texas limited liability company (the “Company”), and [____________](“Founder”) (the Company and Founder are referred to herein individually as a “Party” and collectively as the “Parties”).
AGREEMENT TO FORFEIT SHARES OF COMMON STOCKFresh Vine Wine, Inc. • December 20th, 2022 • Beverages
The purpose of this agreement (this “Agreement”) is to confirm our discussions and agreement that Damian Novak (the “Stockholder”) has agreed to forfeit to Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), 368,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company, subject to the terms and conditions set forth in this Agreement.
