SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
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”).
SECURITY AGREEMENTSecurity Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Delaware
This SECURITY AGREEMENT (the “Agreement”) is made and entered into effective as of October 7, 2024, by and between ADIFEX HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Debtor”), and FRESH VINE WINE, INC., a corporation organized under the laws of the State of Delaware (the “Lender”).
GUARANTYGuaranty • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
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.
SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 8, 2025Fresh Vine Wine, Inc. • October 15th, 2024 • Retail-eating places • Nevada
This Secured Convertible Promissory Note is a duly authorized and validly issued Secured Convertible Promissory Note of Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), designated as its Secured Convertible Promissory Note due April 8, 2025 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 8, 2024, between the Company and, [PURCHASER] (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Nevada (the “Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
This Security Agreement (this “Agreement”), 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, including all majority owned subsidiaries of the Company, or that becomes a party hereto as such pursuant to Section 7.5 (the “Grantors”), in favor of the undersigned Purchaser (together with its successors and registered assigns, “Purchaser”) for itself and as Purchaser Agent (together with any successor and any replacement agent, the "Purchaser Agent") for the purchasers (the “Purchasers”) of, the Secured Convertible 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 and Warrants herein referred to as the “Securities”), issued and sold by the Company p
