INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 12th, 2024 • Rogue Baron PLC • Nevada
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 15, 2024 (the “Execution Date”), by and among Shinju Spirits, Inc., a Nevada corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and the Key Holders (as defined below).
SERIES SEED PREFERRED STOCK PURCHASE AGREEMENTSeries Seed Preferred Stock Purchase Agreement • July 12th, 2024 • Rogue Baron PLC • Nevada
THIS SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 15, 2024 (the “Execution Date”), by and among Shinju Spirits, Inc., a Nevada corporation (the “Company”) and Pronghorn Investment Management, LLC, a Delaware limited liability company (the “Purchaser”).
Dated 30 June 2020 ROGUE BARON LTD - and - Ryan Dolder SERVICE AGREEMENT SERVICE AGREEMENT dated: PARTIES: 2020 A. ROGUE BARON LTD incorporated and registered in the United Kingdom with Company Number 11726624 whose registered office is at 78 Pall...Dolder Service Agreement • July 12th, 2024 • Rogue Baron PLC
Warrant Series: Series Seed Warrant No. 1 “Date of Issuance”: March 15, 2024 Number of Shares: 3,861,793 (subject to adjustment)Common Stock Purchase Warrant • July 12th, 2024 • Rogue Baron PLC • Nevada
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) evidences that, for value received, Shinju Spirits, Inc., a Nevada corporation (the “Company”), hereby certifies that Pronghorn Investment Management, LLC., a Delaware limited liability company or its permitted assigns (the “Registered Holder”), is entitled, subject to the terms set forth in this Warrant, to purchase from the Company, on or before the Expiration Date (as defined in Section 6 below) up to that number of shares set forth above of common stock, $0.0001 par value per share of the Company, at a price of $0.01 per share (subject to adjustment as provided herein). The shares purchasable upon exercise of this Warrant, and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Stock” and the “Purchase Price,” respectively.
CONTENTSAgreement • July 12th, 2024 • Rogue Baron PLC
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTCo-Sale Agreement • July 12th, 2024 • Rogue Baron PLC • Nevada
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of March 15, 2024 (the “Execution Date”), by and among Shinju Spirits, Inc., a Nevada corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
ContractPlacement Agent Agreement • July 12th, 2024 • Rogue Baron PLC • Florida
CONSULTANCY & PLACEMENT AGENT AGREEMENT This AGREEMENT is made and entered into as of the Effective Date below (the "Agreement"), by and between the company below signing below (the "Company") and MD Global Partners, LLC ("Consultant") with principal office below. Whereas, the Consultant is in the business of providing financial Consulting and placement agent services to public and private companies; Whereas, the Company desires to engage the Consultant to provide such services in accordance with the terms and conditions hereinafter set forth: The Company and Consultant agree as follows: 1. Engagement: The Company agrees to engage services of the Consultant and the Consultant agrees to provide Consulting and, if and as confirmed below, placement agent services to the Company, on a non - exclusive basis. 2. Term : The term of this Agreement shall commence now and shall continue for a period of 12 months with an option to renew for an additional 12 months at the end of the term, which op
ContractRogue Baron PLC • July 12th, 2024
SHINJU SPIRITS INC – STANDARD DISTRIBUTION AGREEMENT 1. Agreement Between: Shinju Spirits Inc ., incorporated and registered in USA with Tax ID 83 - 3773928 whose registered office is Shinju Spirits Inc., 1351 - B U St. NW, Washington, DC 20009, USA (the Supplier ) ; and Beverage Hunters SL incorporated and registered in Spain with company number B67455477 whose registered office is at Calle Comte Borrell 334, 08029, Barcelona, España (the Distributor ) . Whereby Shinju Spirits Inc appoints Beverage Hunters Ltd for distribution of the products in the named Territory . 2. Territory: · Defined as Spain. · Neither will The Distributor sell outside the Territory nor inside the Territory for resale outside the Territory. 3. Term & Termination : · Commencement Date shall be 1 st May 2022 · The initial duration of the agreement will be for 1 year and will be reviewed at the end of each 12 - month period by both parties . This agreement may be terminated : · By either party, giving the other p
ContractAgreement • July 12th, 2024 • Rogue Baron PLC
Dated 23 April 2024 AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF EIGHT VODKA LIMITED between (1) JASON DRUMMOND and (2) JUAN VINTIMILLA and (3) ROGUE BARON PLC
Dated : 1 September 2020 Rogue Baron Ltd - and - Hamish Harris EXECUTIVE SERVICE AGREEMENTService Agreement • July 12th, 2024 • Rogue Baron PLC • England
VOTING AGREEMENTVoting Agreement • July 12th, 2024 • Rogue Baron PLC • Nevada
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2024 (the “Execution Date”), by and among Shinju Spirits, Inc., a Nevada corporation (the “Company”), each holder of the Series Seed Preferred Stock, $0.0001 par value per share, of the Company (the “Series Seed Preferred Stock,” and referred to herein as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 7.1(a) or 7.2 below, the “Investors”).
SUPERCHARGING AGREEMENTSupercharging Agreement • July 12th, 2024 • Rogue Baron PLC • Nevada
This Supercharging Agreement (this “Agreement”) is made as of March 15, 2024 (the “Effective Date”) by and between Pronghorn Investment Management, LLC, a Delaware limited liability company (“Pronghorn”), and Shinju Spirits, Inc., a Nevada corporation (the “Participant,” and together with Pronghorn, the “Parties” and each, a “Party”).
IMPORTER/IMPORTER AGREEMENTImporter/Importer Agreement • July 12th, 2024 • Rogue Baron PLC
THIS IMPORTER/IMPORTER AGREEMENT (the“Agreement”) is made and entered into by and between Shinju Spirits, Inc and Rogue Baron, with its principal place of business at 78 Pall Mall, London, SW1Y 5ES (“Supplier”) and CapCity Beverage LLC, (“Importer”), a Maryland limited liability company, with its mailing address at 1351- B U St. NW, Washington DC 20009 and is effective as of the date of execution by Importer (“Effective Date”).
ContractRogue Baron PLC • July 12th, 2024
lncoterms Price per Bottle ABV Pack Size Product EXWfrom NL USO $14 40% 700ml S h i n i u Jaoanese Whisky USO $30 40% 700ml S h i niu 8 - Year - Old USO $40 40% 700ml S hi n i u 12 - Year - Old USO $50 40% 700ml S h i n j u 15 - Year - Old USO$ tbc 40% 700ml S hi n i u 20 - Year - Old SHINJU SPIRITS INC - STANDARD DISTRIBUTION AGREEMENT 1. Agreement Between: Shinju Spirits Inc . , incorporated and registered in USA with Tax ID 83 - 3773928 whose registered office is Sh i n ju Spirits Inc . , 1351 - B U St . NW, Wash i ngton , DC 20009 , USA (the Su pp li er) ; and Orakei Ltd . incorporated and registered in Switzerland with company number CHE - 28 2 . 8 1 8 . 84 1 whose registered office is at Sonneggweg 15 , CH - 351 o Konolfingen (the Di s t ri bu t or) . Whereby Shinju Spirits Inc appoints Orakei Ltd . for distribution of the products in the named Territory . 2. Territory: • Defined as Switzerland • Neither will The Distributor sell outside the Territory nor i nside the Territory fo
ContractRogue Baron PLC • July 12th, 2024
lncoterms Price per Bottle ABV Pack Size Product EXWfrom NL USO $14 40% 700ml Shinju Japanese Whisky USO $30 40% 700ml Shiniu 8 - Year - Old USO $40 40% 700ml Shiniu 12 - Year - Old USO $50 40% 700ml Shiniu 15 - Year - Old USO$ tbc 40% 700ml Shiniu 20 - Year - Old SHINJU I A P 1 \ NESE WHISKY SHINJU SPIRITS INC - STANDARD DISTRIBUTION AGREEMENT 1. Agreement Between: Shinju Spirits Inc., incorporated and registered in USA with Tax ID 83 - 3773928 whose registered office is Shinju Spirits Inc., 1351 - B U St. NW, Washington, DC 20009, USA (the Supplier); and Weisshaus Shop GmbH, incorporated and registered in Austria with duty number ATV2343560013 whose registered office is at Weisshaus 27a, A - 6600 Pinswang (the Distributor). Whereby Shinju Spirits Inc appoints Weisshaus Shop GmbH for distribution of the products in the named Territory . 2. Territory: • Defined as Austria for trade clients o Private clients OK elsewhere until/unless it causes issues for Shinju partners in other markets
