Fresh Vine Wine, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • January 27th, 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”).
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.
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
