FORM OF AGREEMENT TO FORFEIT SHARES OF COMMON STOCK

Exhibit 10.3

FORM OF
AGREEMENT TO FORFEIT SHARES OF COMMON STOCK

[Xxxxxx Xxxxx]/[Xxxx Xxxxxx]

00000 Xxxxxxx Xxxx. #0000

Minnetonka, MN 55305

__________ ___, 2023

Dear Xx. Xxxxx:

The purpose of this agreement (this “Agreement”) is to confirm our discussions and agreement that [Xxxxxx Xxxxx]/[Xxxx Xxxxxx] (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.

The Company is entering into a Global Mutual Compromise, Release and Settlement Agreement with Xxxxxxx Xxxxxxxx (the “Settlement Agreement”) pursuant to which, among other things, (i) Xx. Xxxxxxxx is agreeing to dismiss an action pending in Hennepin County District Court, captioned Xxxxxxx Xxxxxxxx v. Fresh Vine Wine, Inc., Xxxxxx Xxxxx, and Xxxx Xxxxxx, Court File No. 27-CV-22-11491 (the “Lawsuit”) in exchange for, among other things, the Company making a settlement payment to Xx. Xxxxxxxx in the amount of $1.25 million, and (ii) the Company and Xx. Xxxxxxxx are agreeing to enter into a consulting arrangement (the “Consulting Arrangement”) pursuant to which Xx. Xxxxxxxx would provide certain consulting services to the Company in exchange for the Company granting and issuing to Xx. Xxxxxxxx 500,000 shares of the Common Stock (the “Shares”) from the Company’s 2021 Equity Incentive Plan (the “Grant”).

In order to prevent dilution to the Company’s stockholders in connection with the Grant, the Stockholder hereby irrevocably forfeits to the Company, for no consideration, 250,000 shares of Common Stock of the Company, effective upon the Grant and contingent upon the occurrence thereof

The Stockholder hereby irrevocably appoints the Chief Financial Officer or Secretary of the Company, with full power of substitution, to transfer the shares of Common Stock set forth above on the books and records of the Company in accordance with the terms of this Agreement.

The Company and the Stockholder acknowledge that the shares of Common Stock to be forfeited by the Stockholder under this Agreement represents 50% of the total shares of Common Stock to be issued by the Company to Xx. Xxxxxxxx pursuant to the Grant, and that the Company is entering into an agreement with [Xxxx Xxxxxx]/[Xxxxxx Xxxxx] providing for the forfeiture by [Xxxx Xxxxxx]/[Xxxxxx Xxxxx] of the remaining 50% of the total shares of Common Stock to be issued by the Company to Xx. Xxxxxxxx pursuant to the Grant.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. This Agreement may be executed and delivered by electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement to Forfeit Shares of Common Stock effective as of the date first set forth above.

	FRESH VINE WINE, INC.
	By:
	Name:	Xxxxx Xxxxxxxxx
	Title:	Chief Financial Officer

STOCKHOLDER:

[Xxxxxx Xxxxx]/[Xxxx Xxxxxx]