Winc, Inc. fIFth amended and restated Investors’ Rights AGREEMENT Effective Date: ____, 2019Investors’ Rights Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of _____, 2019, 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”).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS ESCROW AGREEMENT, dated as of 9/3/2019 (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Winc, Inc. , 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • 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.
Winc, Inc. Fifth amended and restated VOTING AGREEMENT Effective Date: _____, 2019Voting Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS FIFTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of ______, 2019, by and among Winc, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”), each holder of the Company’s Series C Preferred Stock, $0.0001 par value per share (“Series C Preferred Stock”), each holder of the Company’s Series B-1 Preferred Stock, $0.0001 par value per share (“Series B-1 Preferred Stock”), the Company’s Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”), the Company’s 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 D Preferred Stock, Series C Preferred Stock, Series B-1 Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Series Seed Preferred Stock,
Winc, Inc. fIFth amended and restated Right of first Refusal and co-Sale AGREEMENTRight of First Refusal and Co-Sale Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware
SI Securities, LLCOffering Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • New York
CLUB W, INC. bwsc, llc WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • California
This Loan And Security Agreement is entered into as of October 5, 2015, by and between Western Alliance Bank, an Arizona corporation (“Bank”), and CLUB W, INC., a Delaware corporation and BWSC, LLC, a Delaware limited liability company (each a “Borrower” and collectively, the “Borrowers”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail
This Loan and Security Modification Agreement (this “Modification Agreement”) is entered into as of August 2, 2019, by and among Winc, Inc. (f/k/a Club W, Inc.), a Delaware corporation (“Winc”), BWSC, LLC, a California limited liability company (“BWSC”, and together with Winc, individually and collectively, jointly and severally, “Borrower”) and Western Alliance Bank, an Arizona corporation (“Bank”).
