ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 26th, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), ___________ , a ___________ (“Issuer”), ___________ and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
New York, NY 10006Offering Agreement • February 22nd, 2021 • Gin & Luck Inc. • New York
THIS AGREEMENT is entered into as of 8/10/2020 (the "Effective Date") by and among Gin & Luck (the "Company") and SI Securities, LLC ("SI Securities", and together with Company, the “Parties”) regarding its proposed offering of equity, convertible debt, or any other type of financing (the “Securities”) pursuant to Regulation A under Section 3(b) of the Act (the “Offering”) on the terms and subject to the conditions contained herein (the “Agreement”).
AMENDED & RESTATED VOTING AGREEMENTVoting Agreement • April 28th, 2023 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS AMENDED & RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 19th day of August, 2021 by and among Gin & Luck Inc., a Delaware corporation (the “Company”), each holder of the Company’s (i) Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”) and (ii) Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsection 7.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 28th, 2023 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of August, 2021 by and among Gin & Luck Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto, the “Investors”), and the holders of Common Stock (defined below) listed on Schedule B hereto (each of which is referred to in this Agreement as a “Common Holder”).
SERIES C-1 PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries C-1 Preferred Stock Subscription Agreement • October 17th, 2024 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SERIES B PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries B Preferred Stock Subscription Agreement • April 1st, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SECOND AMENDED & RESTATED VOTING AGREEMENTVoting Agreement • August 28th, 2024 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS SECOND AMENDED & RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this April 16, 2024 by and among Gin & Luck Inc., a Delaware corporation (the “Company”), each holder of the Company’s (i) Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), (ii) Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock,”), (iii) Series C-1 Preferred Stock, $0.0001 par value per share (the “Series C-1 Preferred Stock”), (iv) and Series C-2 Preferred Stock, $0.0001 par value per share (the “Series C-2 Preferred Stock,” and together with the Series A Preferred Stock, the Series B Preferred Stock, the Series C-1 Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become
Death & Co Los Angeles, CA 90013 April 3, 2018 Death & Co Los Angeles Agreement for Design ServicesDesign Services Agreement • July 27th, 2021 • Gin & Luck Inc. • Retail-eating & drinking places
AAmp Studio is pleased to submit this agreement to provide Design Services for Death & Company Los Angeles (“Project”), a new bar located at 806 East 3rd Street, Los Angeles, CA 90013. This agreement defines the relationship between Death & Co Los Angeles LLC (“Owner” or “Client”) and AAmp Studio (“AAmp” or “Designer”).
DATE: January 1, 2021Services Agreement • July 27th, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • New York
This Services Agreement (the “Agreement”) between Jenna Gerbino Kaplan (“Consultant”), having an address at PO Box 6449, Jackson Hole, WY, 83002, and Gin & Luck (“Client”), having an address at 3756 W. Avenue 40, Suite K #278, Los Angeles, CA 90065, for work that Consultant will provide with the intention of providing public relations services for Gin & Luck.
Employment AgreementEmployment Agreement • February 22nd, 2021 • Gin & Luck Inc. • California
According to the terms of this agreement, Gin & Luck LLC (employer), will employ Marie D’Antonio (employee), in the position Controller beginning on January 1, 2019.
AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • April 1st, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • Colorado
This Amended and Restated Operating Agreement (this “Agreement”) of Midnight Auteur, LLC a Colorado limited liability company (the “Company”), is adopted, executed, and agreed to by the Members (as defined below) effective as of January 5, 2021, and amends and restates, in its entirety, that certain Operating Agreement of Midnight Auteur, LLC, dated November 10, 2020.
SECOND AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 28th, 2024 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS SECOND AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of this April 16, 2024 by and among Gin & Luck Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto, the “Investors”), and the holders of Common Stock (defined below) listed on Schedule B hereto (each of which is referred to in this Agreement as a “Common Holder”).
