Notes Live, Inc. entered into a non-binding letter of intent to acquire Fresh Vine Wine, Inc. (NYSEAM:VINE) in a reverse merger transaction on December 4, 2023. Notes Live, Inc. executed a definitive merger agreement to acquire Fresh Vine Wine, Inc. in a reverse merger transaction for approximately $350 million on January 25, 2024. The transaction will be an all-stock transaction where each then outstanding share of Notes Live common stock will be converted into the right to receive a number of shares of Fresh Vine common stock calculated in accordance with the Merger Agreement (the ?Exchange Ratio?). The Notes Live valuation is equal to $350.9 million. The letter of intent contemplates Fresh Vine combining with Notes Live through a merger transaction or other legal structure that is to be determined in connection with reaching a definitive agreement. The relative enterprise values of Fresh Vine and Notes Live will also be finalized in connection with reaching a definitive agreement, but the parties expect that the owners of Notes Live would own a substantial majority of the issued and outstanding shares of Fresh Vine common stock on a post-transaction basis, which may be in excess of 90%. Fresh Vine intends to effect a reverse stock split at or around the effect date of the merger. The respective percentages will be based on agreed upon relative valuations in which Notes Live is being valued at $350 million, plus the amount of gross proceeds raised by Notes Live in its current equity offering of up to $50 million, and Fresh Vine is being valued at $18.0 million. The percentage of the combined company that Fresh Vine stockholders will own upon the closing of the merger is subject to adjustment based on the amount of Fresh Vine?s net cash at the time of closing. Upon termination of the merger agreement under specified circumstances, Fresh Vine may be required to pay Notes Live a termination fee of $1.0 million and/or reimburse Notes Live?s expenses up to a maximum of $500,000, and Notes Live may be required to pay Fresh Vine a termination fee of $1.0 million, reimburse Fresh Vine?s expenses up to a maximum of $500,000, and/or, at the election of Fresh Vine, redeem the Fresh Vine Equity Investment at the same price per share as the purchase price paid by Fresh Vine therefor. At the effective time of the Merger, the board of directors of Fresh Vine is expected to consist of seven members, all of whom will be designated by Notes Live. Founder Chairman and Chief Executive Officer of Notes Live, JW Roth, will assume the role of Chairman & Chief Executive Officer of the public company at closing. The Merger Agreement contemplates that Fresh Vine will change its name to Notes Live Holdings, Inc., and its NYSE American ticker symbol to ?VENU? upon closing.

The letter of intent sets forth certain conditions precedent to any closing of the transaction, including, among other things, the completion of due diligence to the satisfaction of the both parties, a financing-based condition, Fresh Vine continuing to remain listed on the NYSE American stock exchange, the approval of Fresh Vine and Notes Lives? boards of directors and requisite approval of the shareholders of Fresh Vine and Notes Live, the effectiveness of the Registration Statement, NYSE American?s approval of the listing of the shares of Fresh Vine common stock to be issued in connection with the merger, if applicable, the completion of required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the expiration or termination any waiting period applicable to the consummation of the merger, Fresh Vine having cash, cash equivalent assets or other liquid assets at the closing of the Merger in an amount that equals or exceeds the Net Cash Target of $3,500,000, and having no liabilities on its balance sheet or unpaid or unsatisfied obligations that will require a cash expenditure by Fresh Vine after the effective time of the merger, the absence of dissenting Notes Live shareholders, the entry by Notes Live into lock-up and leak-out arrangements with its shareholders, written resignations in forms satisfactory to Notes Live, effective as of the closing executed by the officers and directors of Fresh Vine who are not to continue as officers or directors of Fresh Vine, together with any related regulatory approvals that may be required, including any required approval by NYSE American of the continued listing of common stock after any closing. The Fresh Vine Board and Notes Live Board have both approved the agreement. Notes Live is planning to seek shareholder approval for the transaction at a shareholder meeting scheduled for January 31, 2024. It is anticipated that a definitive agreement will be executed by January 31, 2024, with a closing anticipated in the second quarter of 2024, subject to various closing conditions. The transaction is anticipated to close in June 2024. Alan M. Gilbert of Taft Stettinius & Hollister LLP acted as legal advisor to Fresh Vine. Peter F. Waltz of Dykema Gossett PLLC acted as legal advisor to Notes Live.