Winc, Inc. SEVENTH amended and restated Investors’ Rights AGREEMENT Effective Date: February [●], 2021Investors’ Rights Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each, an “Investor” and collectively, the “Investors”).
CREDIT AGREEMENT dated as of December 15, 2020 between WINC, INC. a Delaware corporation, doing business in California as CLUB W, INC. and BWSC, LLC, a California limited liability company, as Borrowers, and PACIFIC MERCANTILE BANK, a California...Credit Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • California
This CREDIT AGREEMENT, dated as of December 15, 2020, is entered into between WINC, INC., a Delaware corporation, doing business in California as CLUB W, INC. (“Parent”), and BWSC, LLC, a California limited liability company (“BWSC”) (Parent and BWSC are sometimes collectively referred to herein as “Borrowers” and each individually as a “Borrower”), and PACIFIC MERCANTILE BANK, a California state-chartered commercial bank (“Bank”). Initially capitalized terms used in this Agreement have the meanings ascribed to such terms in Annex 1. In addition, interpretation of UCC terms, accounting terms, and other matters of construction are set forth in Annex 1.
Winc, Inc. SEVENTH amended and restated VOTING AGREEMENT Effective Date: February [●], 2021Voting Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS SEVENTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series F Preferred Stock, $0.0001 par value per share (“Series F Preferred Stock”), Series E Preferred Stock, $0.0001 par value per share (“Series E Preferred Stock”), Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”), Series C Preferred Stock, $0.0001 par value per share (“Series C Preferred Stock”), Series B-1 Preferred Stock, $0.0001 par value per share (“Series B-1 Preferred Stock”), Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”), Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) and Series Seed Preferred Stock, $0.0001 par value per share (“Series Seed Preferred Stock” and, collectively with the Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Sto
Warrant to Purchase SECURITIES of Winc, Inc. Dated as of February ●, 2021 (the “Issuance Date”) Void after the date specified in Section 10Warrant Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS CERTIFIES THAT, for value received, [●], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Winc, Inc., a Delaware corporation (the “Company”), either (i) shares of the Company’s Series F Preferred Stock (the “Series F Preferred Stock”) prior to an initial public offering or other event that results in the conversion of all shares of the Company’s Preferred Stock into shares of its common stock, par value $0.0001 per share (the “Common Stock”), pursuant to Section 5.1(a) of Article VI of the Company’s Ninth Amended and Restated Certificate of Incorporation (a “QIPO”) or (ii) shares of Common Stock following a QIPO by the Company, in each case in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. The term “Securitie
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of February 1, 2021, by and between Matthew Thelen (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of February 1, 2021, by and between Brian Smith (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”).
Winc, Inc. Seventh amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: February [●], 2021Right of First Refusal and Co-Sale Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
This SEVENTH Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), the holders of Common Stock listed on Schedule 1 hereto (the “Common Holders”), the holders of shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock listed on Schedule 2 hereto (the “Investors”), and each of Alexander Oxman and Geoffrey McFarlane in their individual capacities (the “Key Holders”). Investors, Common Holders and Key Holders shall collectively be referred to as “Stockholders.”
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of April 29, 2021, by and between Carol Brault (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of February 1, 2021, by and between Geoffrey McFarlane (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”).
Winc, Inc. Series F Preferred Stock AND WARRANT Purchase AGREEMENT Initial Closing Date: February [●], 2021Stock and Warrant Purchase Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
This Series F Preferred Stock AND WARRANT Purchase Agreement (this “Agreement”) is made as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together, the “Purchasers”).
