Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of December 15, 2022 by and between Fresh Vine Wine, Inc., a Nevada corporation with its principal address at 11500 Wayzata Blvd. #1147, Minnetonka, MN 55305 (the “Company”), and Tribe of Five, LLC, with its principal address at 11900 West Olympic Blvd., Suite 450, Los Angeles, CA 90064 (“Consultant”).

BACKGROUND

The Company desires to retain Consultant to provide services to the Company as described herein and Consultant wishes to perform such services hereunder.

1. APPOINTMENT AND NATURE OF DUTIES. The Company, subject to the provisions herein, hereby appoints Consultant to provide advice and counsel with regard to matters identified in a mutually agreed upon Statement of Work (“SOW”) that is attached to, or otherwise specifically references, this Agreement, and Consultant accepts such appointment (“Services”). Such Services will be under the direction of and at the request of the Company, and as mutually agreed between the parties.

2. SCOPE OF RELATIONSHIP. Consultant is hereby engaged for all purposes as an independent contractor and not as an employee of the Company. Consultant will be responsible for all employer-related obligations, including federal and state taxes relating to this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, license or agency relationship. Consultant represents that work performed pursuant to this Agreement will not violate any agreements or obligations he may have to any third party and that proprietary information of any third party will not be used in the course of rendering services to the Company nor will any such information be disclosed to the Company.

3. COMPENSATION OF CONSULTANT

4. TERM AND TERMINATION. This Agreement will become effective on the date first written above and, unless extended by written mutual consent, will remain in effect until the later of (a) three years from the date first written above and (b) such later date as may be set forth in a SOW. Either party may terminate this Agreement or any SOW upon 30 days’ prior written notice to the other party. Upon termination or expiration of this Agreement, the Company will have no further liability to the Consultant except as to any amounts which will become due to Consultant pursuant to Section 3 of this Agreement for Services performed by Consultant prior to the termination of this Agreement. Consultant agrees to immediately return to the Company all the Company information and documents in his or her possession or the possession of any affiliates or agents, including all information and documentation generated during the term of the agreement regarding the Company and/or its product(s). Consultant’s obligations under Sections 5, 6, and 7 shall survive the expiration or termination of this Agreement.

5. CONFIDENTIALITY. During the course of Consultant’s engagement with the Company, Consultant may acquire certain Confidential Information (as defined below). During the period of such engagement and for five (5) years thereafter, Consultant will not disclose Confidential Information to any third party except as approved in writing by the President of the Company. Confidential Information acquired by Consultant will be utilized by Consultant solely for purposes consistent with Consultant’s services for the Company. Following the termination or expiration of Consultant’s engagement with the Company, Consultant may not use all or any portion of the Confidential Information that Consultant may acquire for any purpose without the express written consent of the Company’ Chief Executive Officer. No copies will be made or retained in any form by Consultant of any written or recorded Confidential Information, and at the conclusion of Consultant’s engagement with the Company, or upon demand by the Company, the Consultant will return Confidential Information to the Company and not thereafter use any such Confidential Information.

For the purposes of this Agreement, the term “Confidential Information” means all actual or prospective customer, or licensee lists, trade secrets, processes, inventions, improvements, manufacturing or systems techniques, formulas, development or experimental work, prototype, work in process, strategies, financial information, clinical data, and any other secret or confidential matter relating or pertaining to the products, services, sales or other business of the Company, any affiliate of the Company, or any entities with which the Company has contracts or other business or investment relationships. Confidential Information shall not, however, include information that (a) was known by Consultant prior to receipt hereunder or was subsequently received from another source at no fault of Consultant, or (b) was, at the time of receipt, or is subsequently, generally available to the public without fault of Consultant (in the event of such subsequent availability without fault, such information will cease being Confidential Information at the time generally available).

Consultant acknowledges and agrees that Consultant is aware (and that its officers, directors, employees and other representatives (the “Representatives”)) are aware or, upon receipt of any Confidential Information, will be advised by Consultant) that (i) the Confidential Information being furnished to Consultant or its Representatives contains material, non-public information regarding the Company and (ii) the United States securities laws prohibit any persons who have material, nonpublic information regarding a company from purchasing or selling securities of such company or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information.

6. INVENTIONS. Consultant agrees that all inventions that Consultant, either alone or jointly with others which Consultant makes, discovers, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) as a direct consequence of, or otherwise solely relating to, Consultant’s duties under this Agreement shall be the sole property of the Company to the maximum extent permitted by law. If in the course of Consultant’s duties hereunder, Consultant incorporates into a the Company product, process or machine any intellectual property owned by Consultant or in which Consultant has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, sublicensable, worldwide license to make, have made, modify, use, market, sell and distribute such intellectual property as part of or in connection with such product, process or machine. All writings, books, articles, computer programs, inventions, discoveries and all other materials of any nature whatsoever that is subject to copyright or patent and could be reduced to any tangible form of expression, in whole or in part, by Consultant in the course of Consultant’s engagement with the Company shall be the property of the Company and shall be deemed to be a “work made for hire” as that term is used in the United States Copyright Law, 17 U.S.C. Sec. 101. Consultant agrees to perform, during and after the term of this Agreement, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in further evidencing and perfecting the assignments made to the Company under this Section and in obtaining, maintaining, defending and enforcing patents, patent rights, copyrights, trademark rights, trade secret rights or any other rights in connection therewith.

7. MISCELLANEOUS

The parties hereto have executed this Agreement as of the day and year first above written.

Exhibit A – Statement of Work (“SOW”)

Consultant will advise the Company with respect to its sales, marketing and distribution efforts, including assisting with managing the Company’s relationships with Light Switch Digital, which serves as the Company’s advertising agency, and PKGD Group, which provides sales and distribution management services to the Company.

Subject to the approval of the Board of Directors of the Company, the Company agrees to issue to Consultant (a) 120,000 shares of common stock of the Company as soon as practicable after the date of this Agreement, (b) 180,000 shares of common stock of the Company if, and only if, the Company recognizes an aggregate of $10 million in total revenue during the period beginning on the date of this Agreement and ending on the two year anniversary of the date of this Agreement of common stock of the Company. For purposes of this Agreement, the Company’s total revenue will be determined in accordance with United States generally accepted accounting principles as reported in the Company’s financial statements filed with the Securities and Exchange Commission. The Company will issue the shares of common stock, if any, to Consultant under (b) and (c) above, respectively, as soon as reasonably practicable after the Company determines that the applicable revenue milestone has been achieved.

The shares of common stock issued by the Company to Consultant will be unregistered shares of common stock issued pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation D thereunder. The shares of common stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the shares of common stock other than pursuant to an effective registration statement or Rule 144 under the Securities Act, the Company may require Consultant to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares of common stock under the Securities Act.

(a) Investment Intent. Consultant is acquiring the Shares as principal for its own account and not with a view to, or for dis-tributing or reselling such Shares or any part thereof in violation of the federal securities laws or any applicable state securities laws. Consultant does not presently have any agreement, plan or understanding, directly or indirectly, with any person or entity to distribute or effect any distribution of any of the Shares to or through any person or entity. Consultant understands that, as “restricted securities,” the Shares will bear customary and appropriate restricted stock legend(s) or notations.

(b) Accredited Investor. At the time Consultant was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under Securities Act of 1933, as amended (the “Securities Act”). Consultant was not organized for the specific purpose of acquiring the Shares.

(c) No General Solicitation. Consultant is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.

(d) Experience. Consultant, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Consultant is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(e) Access to Information. Consultant has received or has access to information about the Company that it considers sufficient to make an informed investment decision regarding the Shares.

The parties hereto have executed this SOW as of the date of the Agreement.

6

Exhibit 10.2

AGREEMENT TO FORFEIT SHARES OF COMMON STOCK

Rick Nechio

11500 Wayzata Blvd. #1147

Minnetonka, MN 55305

December 15, 2022

Dear Mr. Nechio:

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.

The Company is party to a Scope of Work with Light Switch Digital (“LSD”), dated October 1, 2022, as amended (the “LSD Agreement”), pursuant to which the Company has agreed to issue 500,000 shares of Common Stock to LSD as soon as reasonably practicable after the date hereof as consideration for the services provided by LSD under the LSD Agreement.

The Company is party to a Sales and Distribution Management Agreement with Performance Institute, LLC d/b/a PKGD Group (“PKGD”), dated October 15, 2022, as amended (the “PKGD Agreement”), pursuant to which the Company has agreed to issue 100,000 shares of Common Stock to PKGD as soon as reasonably practicable after the date hereof as consideration for the services provided by PKGD under the PKGD Agreement.

The Company is party to a Consulting Agreement with Tribe of Five, LLC (“Tribe of Five”), dated on or around the date of this Agreement (the “Tribe of Five Agreement”), pursuant to which the Company has agreed to issue 120,000 shares of Common Stock to Tribe of Five as soon as reasonably practicable after the date hereof for the services provided by Tribe of Five under the Tribe of Five Agreement.

The Company is party to a Consulting Agreement with BLVD Network, LLC (“BLVD”), dated on or around the date of this Agreement (the “BLVD Agreement”), pursuant to which the Company has agreed to issue 150,000 shares of Common Stock to BLVD as soon as reasonably practicable after the date hereof for the services provided by BLVD under the BLVD Agreement.

The Company has agreed with Jonesworks LLC (“Joneworks”) (the “Joneswork Agreement”) to issue 50,000 shares of Common Stock to Jonesworks as soon as reasonably practicable after the date hereof for the services provided by Jonesworks to the Company under the Agreement dated October 15, 2021, as amended.

The Company is party to a Consulting Agreement with L&L Advisory Services, LLC (“L&L”), dated on or around the date of this Agreement (the “L&L Agreement”), pursuant to which the Company has agreed to issue 50,000 shares of Common Stock to L&L as soon as reasonably practicable after the date hereof for the services provided by L&L under the L&L Agreement.

In order to prevent dilution to the Company’s stockholders in connection with the Company’s issuance of shares of Common Stock to LSD, PKGD, Tribe of Five, BLVD, Jonesworks and L&L, respectively, the Stockholder hereby forfeits to the Company, for no consideration, 602,000 shares of Common Stock of the Company.

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 represent 60% of the total shares of Common Stock to be issued by the Company to LSD, PKGD, Tribe of Five, BLVD and Jonesworks, respectively, and 100% of the shares of Common Stock to be issued by the Company to L&L, and that the Company is entering into an agreement with Damian Novak providing for the forfeiture by Damian Novak of the remaining 40% of the total shares of Common Stock to be issued by the Company to LSD, PKGD, Tribe of Five, BLVD and Jonesworks, respectively, on the same terms and conditions as set forth in this Agreement. While certain of the LSD Agreement, PKGD Agreement, Tribe of Five Agreement, BLVD Agreement, Jonesworks Agreement and L&L Agreement may provide for additional shares of Common Stock to be issued upon the achievement of certain milestones, the Stockholder is not agreeing to forfeit any shares of Common Stock in connection with such additional issuances and any additional forfeiture by the Stockholder will be subject to the written approval of the Stockholder, which may be withheld in its sole discretion.

All expenses, including attorneys’ fees and expenses, incurred by the Stockholder in connection with the forfeitures contemplated herein shall be borne by the Company. In addition, the Company agrees to hold the Stockholder and its members, managers, officers and agents (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party relating to or arising out of the forfeitures contemplated herein.

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.

Exhibit 10.3

AGREEMENT TO FORFEIT SHARES OF COMMON STOCK

Damian Novak

10440 N. Central Expressway

Suite 1400

Dallas, Texas 75231

December 15, 2022

Dear Mr. Novak:

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.

The Company is party to a Scope of Work with Light Switch Digital (“LSD”), dated October 1, 2022, as amended (the “LSD Agreement”), pursuant to which the Company has agreed to issue 500,000 shares of Common Stock to LSD as soon as reasonably practicable after the date hereof as consideration for the services provided by LSD under the LSD Agreement.

The Company is party to a Sales and Distribution Management Agreement with Performance Institute, LLC d/b/a PKGD Group (“PKGD”), dated October 15, 2022, as amended (the “PKGD Agreement”), pursuant to which the Company has agreed to issue 100,000 shares of Common Stock to PKGD as soon as reasonably practicable after the date hereof as consideration for the services provided by PKGD under the PKGD Agreement.

The Company is party to a Consulting Agreement with Tribe of Five, LLC (“Tribe of Five”), dated on or around the date of this Agreement (the “Tribe of Five Agreement”), pursuant to which the Company has agreed to issue 120,000 shares of Common Stock to Tribe of Five as soon as reasonably practicable after the date hereof for the services provided by Tribe of Five under the Tribe of Five Agreement.

The Company is party to a Consulting Agreement with BLVD Network, LLC (“BLVD”), dated on or around the date of this Agreement (the “BLVD Agreement”), pursuant to which the Company has agreed to issue 150,000 shares of Common Stock to BLVD as soon as reasonably practicable after the date hereof for the services provided by BLVD under the BLVD Agreement.

The Company has agreed with Jonesworks LLC (“Jonework”) (the “Joneswork Agreement”) to issue 50,000 shares of Common Stock to Joneswork as soon as reasonably practicable after the date hereof for the services provided by Joneswork to the Company under the Agreement dated October 15, 2021, as amended.

In order to prevent dilution to the Company’s stockholders in connection with the Company’s issuance of shares of Common Stock to LSD, PKGD, Tribe of Five, BLVD and Jonesworks, respectively, the Stockholder hereby forfeits to the Company, for no consideration, 368,000 shares of Common Stock of the Company.

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 represent 40% of the total shares of Common Stock to be issued by the Company to LSD, PKGD, Tribe of Five, BLVD and Jonesworks, respectively, and that the Company is entering into an agreement with Rich Nechio providing for, among other things, the forfeiture by Mr. Nechio of the remaining 60% of the total shares of Common Stock to be issued by the Company to LSD, PKGD, Tribe of Five, BLVD and Jonesworks, on the same terms and conditions as set forth in this Agreement. While certain of the LSD Agreement, PKGD Agreement, Tribe of Five Agreement, BLVD Agreement and Jonesworks Agreement may provide for additional shares of Common Stock to be issued upon the achievement of certain milestones, the Stockholder is not agreeing to forfeit any shares of Common Stock in connection with such additional issuances and any additional forfeiture by the Stockholder will be subject to the written approval of the Stockholder, which may be withheld in its sole discretion.

All expenses, including attorneys’ fees and expenses, incurred by the Stockholder in connection with the forfeitures contemplated herein shall be borne by the Company. In addition, the Company agrees to hold the Stockholder and its members, managers, officers and agents (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party relating to or arising out of the forfeitures contemplated herein.

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.