UNDERWRITING AGREEMENT between LQR HOUSE INC. and EF HUTTON, division of Benchmark Investments, LLC as Representative of the Several Underwriters LQR HOUSE INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2023 • LQR House Inc. • Beverages • New York
The undersigned, LQR House Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives), or “EF Hutton” or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) for the purchase and sale of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) pursuant to the following terms:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2023 • LQR House Inc. • Beverages • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of _________ by and between LQR House Inc., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EXHIBIT A Form of Representative’s Warrant AgreementLQR House Inc. • October 16th, 2023 • Beverages • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
Broker-Dealer AgreementBroker-Dealer Agreement • January 25th, 2022 • LQR House Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between LQR House Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of October 20, 2021 (the “Effective Date”):
ContractCommon Stock Purchase Warrant • November 13th, 2023 • LQR House Inc. • Beverages • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • August 23rd, 2023 • LQR House Inc. • Beverages • Nevada
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated August 21, 2023 by (the “Effective Date”) and between LQR House Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2023 • LQR House Inc. • Beverages • Nevada
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of May 1, 2023, between LQR House Inc., a Nevada corporation (the “Company”), and Kumar Abhishek, an individual (the “Executive”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 6th, 2023 • LQR House Inc. • Beverages • British Columbia
This Independent Contractor Agreement (“Agreement”), effective as of _______________, 2023, (the “Effective Date”), is between LQR House Inc (“Company”) and (“Contractor”).
PRODUCT DISTRIBUTION AGREEMENTProduct Distribution Agreement • June 15th, 2023 • LQR House Inc. • Beverages • Florida
THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into, as of July 1, 2020 (the “Effective Date”) by and among Dollinger Holdings LLC (“Client”) and Country Wine & Spirits, LLC (“Agency”) who are sometimes referred to as “Party” and collectively as “Parties.”
NON-INDEPENDENT DIRECTOR AGREEMENTNon-Independent Director Agreement • July 14th, 2023 • LQR House Inc. • Beverages • Nevada
This NON-INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated_______________, by and between LQR House Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 25th, 2022 • LQR House Inc. • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2021, is made and entered into between LQR House Inc. (the “Buyer”) and DOLLINGER HOLDINGS LLC, a Florida Limited Liability Company (“Dollinger Holdings”) (the “Seller”), and the undersigned member of Dollinger Holdings (the “Owner”). The Seller and the Owner are sometimes referred to in this Agreement as a “Seller Party”.
ADVISOR AGREEMENTAdvisor Agreement • July 14th, 2023 • LQR House Inc. • Beverages
This Advisor Agreement (the “Agreement”) dated June 30, 2023 and effective as of August 24, 2022 (the “Effective Date”) by and between LQR House Inc., a Nevada company (the “Company”) and the undersigned advisor (the “Advisor”). The Company and the Advisor may be referred to herein individually as a “Party” or collectively, as the “Parties.”
OUTSIDE THE BOX CAPITAL INC. Oakville ON L6H 4V4 CanadaLQR House Inc. • November 28th, 2023 • Beverages • Ontario
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to LQR House Inc. (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
PRODUCT HANDLING AGREEMENTProduct Handling Agreement • April 1st, 2024 • LQR House Inc. • Beverages • Florida
This PRODUCT HANDLING AGREEMENT (sometimes referred to herein as this “Agreement”) is made as of November 1, 2023 (the “Effective Date”), by and between LQR HOUSE, INC. (the “Company”), a Nevada corporation, and KBROS, LLC, (the “Product Handler”), a California corporation.
Amendment to Employment AgreementEmployment Agreement • November 6th, 2023 • LQR House Inc. • Beverages
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of November 1, 2023 (the “Amendment Effective Date”), by and between LQR House Inc., a Nevada corporation (the “Company”), and Sean Dollinger (the “Executive” and, together with the Company, the “Parties”).
FUNDING COMMITMENT AGREEMENTFunding Commitment Agreement • April 1st, 2024 • LQR House Inc. • Beverages • Florida
This Funding Commitment Agreement (the “Agreement”) is made as of November 1, 2023 (the “Effective Date”), by and between LQR HOUSE, INC. (the “Company”), a Nevada corporation, and KBROS, LLC, (the “Product Handler”), a California corporation.
EXCLUSIVE MARKETING AGREEMENTExclusive Marketing Agreement • June 15th, 2023 • LQR House Inc. • Beverages • Delaware
This Exclusive Marketing Agreement (the “Agreement”) is made and entered into as of April l, 2021 (the “Effective Date”) by and among Country Wine & Spirits, Inc., a California company (“CWS’), Ssquared Spirits, LLC, a California company (“Ssquared”), and LQR House, Inc., a Delaware company (“LQR”). CWS and Ssquared are referred to herein together as the “CWS Parties”, and each of CWS, Ssquared and LQR is referred to herein as a “Party” and together as the “Parties.”
BOTTLED AT ORIGIN JOINT RESPONSIBILITY AGREEMENTLQR House Inc. • July 14th, 2023 • Beverages
Joint Responsibility Agreement by which the use of the Tequila Designation of Origin is allowed in compliance with article 298 of the Federal Law for the Protection of Industrial Property and NOM-006-SCFl-2012 Alcoholic Beverages-Tequila-Specifications (or the one that replaces it), hereinafter the “Official Tequila Standard”, to maintain the quality of Tequila celebrated on the one hand by the Authorized Producer LETICIA HERMOSILLO RAVELERO in her own right, and on the other by the Distributor and/or Owner or Beneficiary SWOL Brand, that is, the company LQR HOUSE INC. hereinafter the “Distributor”, represented in this agreement by SEAN DOLLINGER in accordance with the following statements and clauses:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 23rd, 2024 • LQR House Inc. • Beverages • Nevada
This Share Exchange Agreement (this “Agreement”) is entered into and made effective as of May 19, 2024 (the “Effective Date”), by and between (1) LQR House Inc., a Nevada corporation (“LQR”); and (2) Justin Craig Manuel (“JCM”), an individual and the majority shareholder and a Director of Cannon Estate Winery Ltd., a British Columbia corporation (“CEW”). Each of the LQR and JCM are hereinafter sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • June 15th, 2023 • LQR House Inc. • Beverages
IN CONSIDERATION OF the Landlord leasing certain premises to the Tenant, the Tenant leasing those premises from the Landlord and the mutual benefits and obligations set forth in this Lease, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties to this Lease (the “Parties”) agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 15th, 2023 • LQR House Inc. • Beverages • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2021, is made and entered into between LQR House Inc. (the “Buyer”) and DOLLINGER HOLDINGS LLC, a Florida Limited Liability Company (“Dollinger Holdings”) (the “Seller”), and the undersigned member of Dollinger Holdings (the “Owner”). The Seller and the Owner are sometimes referred to in this Agreement as a “Seller Party”.
ASSIGNMENT AGREEMENTAssignment Agreement • July 14th, 2023 • LQR House Inc. • Beverages • Nevada
This assignment agreement (this “Assignment Agreement”) is entered into as of June 30, 2023, by and between Dollinger Innovations Inc., a corporation incorporated under the Business Corporations Act Canda (“Dollinger Innovations”), Dollinger Holdings LLC, a Florida Limited Liability Company (“Dollinger Holdings,” and together with Dollinger Innovations, the “Assignors”) and LQR House Inc., a Nevada corporation (the “Assignee”).
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN...Subscription Agreement • June 13th, 2024 • LQR House Inc. • Beverages
This Subscription is intended to replace, in entirety, the subscription agreement of the Issuer executed by LQR House Inc. in November, 2023 for subscription of 9,600,000 Shares and total subscription price of USD$4,800,000 (the “Proceeds”). The Subscriber acknowledges and agrees that the Proceeds were irrevocably transferred for the sole and exclusive use of the Issuer as of November, 2023.
ASSIGNMENT OF CONTRACTAssignment of Contract • February 22nd, 2022 • LQR House Inc. • Beverages
WHEREAS, Assignor entered into a Product Distribution Agreement with Country Wine & Spirits Inc. (the “Distributor”) dated July 1, 2020 (the “Contract”); and
Mutual Release and Non-Disparagement AgreementMutual Release and Non-Disparagement Agreement • September 29th, 2023 • LQR House Inc. • Beverages • Nevada
THIS MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT (this “Release”) is made and shall be effective as of the 27th day of September, 2023 (the “Effective Date”) by and between Guy Dollinger (“Dollinger”) and LQR House Inc., a Nevada corporation (the “Company”).
ContractLQR House Inc. • January 25th, 2022
Official Translation code: LEGORRETA-CERVAN of a document written in Spanish, sealed by the undersigned Official Translator, December 16th, two thousand and twenty-one, Bogotá, D.C., Republic of Colombia.
LOAN AGREEMENTLoan Agreement • September 29th, 2023 • LQR House Inc. • Beverages
Domain Name Transfer AgreementDomain Name Transfer Agreement • November 6th, 2023 • LQR House Inc. • Beverages
This Domain Name Transfer Agreement (“Agreement”), dated as of November 1, 2023, is by and between SSquared Spirits LLC (“Seller”), and LQR Acquisition Corp. (“Buyer”).
LOAN AGREEMENTLoan Agreement • September 29th, 2023 • LQR House Inc. • Beverages
MANAGEMENT AGREEMENTManagement Agreement • November 6th, 2023 • LQR House Inc. • Beverages • Florida
This MANAGEMENT AND OPERATIONS AGREEMENT (this “Agreement”) is made as of November 1, 2023 (the “Effective Date”), by and between LQR HOUSE, INC. (the “Company”), a Nevada corporation, and KBROS, LLC, (the “Manager”), a California corporation.
CONSULTING AGREEMENTConsulting Agreement • November 2nd, 2023 • LQR House Inc. • Beverages • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the 27th day of October 2023 by and between IR Agency LLC (the “Consultant”) and LQR House Inc. (the “Client”).
EXCLUSIVE MARKETING AGREEMENTExclusive Marketing Agreement • January 25th, 2022 • LQR House Inc. • Delaware
This Exclusive Marketing Agreement (the “Agreement”) is made and entered into as of April 1, 2021 (the “Effective Date”) by and among Country Wine & Spirits, Inc., a California company (“CWS”), Ssquared Spirits, LLC, a California company (“Ssquared”), and LQR House, Inc., a Delaware company (“LQR”). CWS and Ssquared are referred to herein together as the “CWS Parties”, and each of CWS, Ssquared and LQR is referred to herein as a “Party” and together as the “Parties.”
Mutual Release and Non-Disparagement AgreementMutual Release and Non-Disparagement Agreement • September 29th, 2023 • LQR House Inc. • Beverages • Nevada
THIS MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT (this “Release”) is made and shall be effective as of the 27th day of September, 2023 (the “Effective Date”) by and between Darren Collins (“Collins”) and LQR House Inc., a Nevada corporation (the “Company”).
Services AgreementServices Agreement • October 17th, 2023 • LQR House Inc. • Beverages • British Columbia
X-Media Inc., a corporation having an address at 2nd Floor, Strathvale House, 90 North Church Street, George Town, Grand Cayman, KY1-1102 (the “Service Provider”) and
LOAN AGREEMENT TIDS LOAN AGREEMENT (this “Agreement”) dated this 30th day of August 2023Loan Agreement • September 29th, 2023 • LQR House Inc. • Beverages • Nevada
