Fresh Vine Wine Inc. Watch

from 8-K 2 pages Cancellation of Promissory Note and Security Agreement

from 8-K 11 pages Material contract

from 8-K 6 pages Material contract

from 8-K 3 pages Security Agreement

from 8-K 2 pages Promissory Note

from 8-K 5 pages Securities Purchase Agreement 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”)

from 8-K 2 pages This Guaranty (This “Guaranty”), Dated as of October 8, 2024, by Fresh Vine Wine, Inc., a Nevada Corporation (Together With Its Successors And, if Permitted, Assigns, the “Company”) and Each of the Other Entities Listed on the Signature Pages Hereof as Guarantor or That Becomes a Party Hereto as Such Pursuant to 2.7 (The “Guarantors”), in Favor of Purchasers (The “Purchasers”) of the Secured Convertible Promissory Notes of the Company, Designated as Its Secured Convertible Promissory Notes Due April 8, 2025 (The “Notes”) and Warrants to Purchase Shares of the Company’s Common Stock (The Warrants” and Together With the Notes Herein Referred to as the “Securities”), Issued and Sold by the Company Pursuant to One or More Securities Purchase Agreements, Dated at or About October 8, 2024 (The “Purchase Agreement”), Among the Company, and the Purchasers. Capitalized Terms Used but Not Defined Herein Shall Have Their Respective Meanings Ascribed to Them in the Purchase Agreement

from 8-K 4 pages Security Agreement

from 8-K 4 pages Fresh Vine Wine, Inc. Warrant to Purchase Shares of Common Stock

from 8-K 4 pages Secured Convertible Promissory Note Due April 8, 2025

from 8-K 3 pages Securities Purchase Agreement

from 8-K 5 pages Termination Agreement

from S-4/A 10 pages Subscription Agreement

from 8-K 51 pages Securities Purchase Agreement

from SC 13D/A 7 pages Lock-Up Agreement

from 425 9 pages Form of Lock-Up Agreement

from 8-K 9 pages Form of Lock-Up Agreement

from 8-K 16 pages Form of Voting and Support Agreement

from 425 16 pages Form of Voting and Support Agreement

from 425 15 pages Form of Voting and Support Agreement