AMENDED & RESTATED VOTING AGREEMENTVoting Agreement • April 1st, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS AMENDED & RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this [__] day of [__________], 20[__] 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 1st, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware
THIS AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the [__] day of [____________], 20[__] 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 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.
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.
