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
LEASE AGREEMENTLease Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
THIS LEASE AGREEMENT (“Lease”) is made and entered into this 23w day of October, 2018 between Hospitality Income & Asset, LLC (filch Bourbon Brothers, LLC), a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Bourbon Brothers Presents, LLC, a Colorado limited liability company whose address 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Tenant.”
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 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”).
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”).
SECURITY AGREEMENTSecurity Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Delaware
This SECURITY AGREEMENT (the “Agreement”) is made and entered into effective as of October 7, 2024, by and between ADIFEX HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Debtor”), and FRESH VINE WINE, INC., a corporation organized under the laws of the State of Delaware (the “Lender”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
Borrower: Hospitality Income & Ascot, LLC 1830 Jet Stream Drive Colorado Springs, CO 80921 Lender: Integrity Bank & Trust 1275 Village Ridge Point Monument, CO 80132
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”).
FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places
This FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “First Amendment”) dated as of January 31, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
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”).
TERMINATION AGREEMENTTermination Agreement • August 1st, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This TERMINATION AGREEMENT (this “Agreement”), dated as of July 31, 2024, is made and entered into by and between Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”) and Notes Live, Inc., a Colorado corporation (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
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”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws of the State of Colorado (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties.”
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.
Licensing AgreementLicensing Agreement • May 29th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Colorado
This Licensing Agreement (this “Agreement”) is made effective as of May 18, 2022 between Notes Live, LLC (“Licensor”), a Colorado limited liability company located at 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, and Roth Premium Foods, LLC (“Licensee”), a Colorado limited liability company located at 1830 Jet Stream Drive, Colorado Springs, CO 80921.
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,
