0001554795-25-000041 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2025 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 6, 2025, is by and among Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

PLEDGE AGREEMENT
Pledge Agreement • February 13th, 2025 • Fresh Vine Wine, Inc. • Retail-eating places

THIS PLEDGE AGREEMENT is made and entered into as of February 6, 2025, by and between Fresh Vine Wine, Inc. (the “Pledgor”) and MERCER STREET GLOBAL OPPORTUNITY FUND, LLC; C/M CAPITAL MASTER FUND, LP; and WVP EMERGING MANAGER ONSHORE FUND, LLC – C/M CAPITAL SERIES, each located at 1111 Brickell Avenue, Suite 2920, Miami, FL 33131 (each a “Pledgee” and together, the “Pledgees”).