Gin & Luck Inc. Sample Contracts

ESCROW AGREEMENT FOR SECURITIES OFFERING
Escrow Agreement • August 26th, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware

THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), ___________ , 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”).

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New York, NY 10006
Agreement • February 22nd, 2021 • Gin & Luck Inc. • New York

THIS AGREEMENT is entered into as of 8/10/2020 (the "Effective Date") by and among Gin & Luck (the "Company") and SI Securities, LLC ("SI Securities", and together with Company, the “Parties”) regarding its proposed offering of equity, convertible debt, or any other type of financing (the “Securities”) pursuant to Regulation A under Section 3(b) of the Act (the “Offering”) on the terms and subject to the conditions contained herein (the “Agreement”).

AMENDED & RESTATED VOTING AGREEMENT
Adoption Agreement • April 28th, 2023 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware

THIS AMENDED & RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 19th day of August, 2021 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 AGREEMENT
Investors’ Rights Agreement • April 28th, 2023 • Gin & Luck Inc. • Retail-eating & drinking places • Delaware

THIS AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of August, 2021 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 AGREEMENT
Series 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.

Death & Co Los Angeles, CA 90013 April 3, 2018 Death & Co Los Angeles Agreement for Design Services
Gin & Luck Inc. • July 27th, 2021 • Retail-eating & drinking places

AAmp Studio is pleased to submit this agreement to provide Design Services for Death & Company Los Angeles (“Project”), a new bar located at 806 East 3rd Street, Los Angeles, CA 90013. This agreement defines the relationship between Death & Co Los Angeles LLC (“Owner” or “Client”) and AAmp Studio (“AAmp” or “Designer”).

DATE: January 1, 2021
Services Agreement • July 27th, 2021 • Gin & Luck Inc. • Retail-eating & drinking places • New York

This Services Agreement (the “Agreement”) between Jenna Gerbino Kaplan (“Consultant”), having an address at PO Box 6449, Jackson Hole, WY, 83002, and Gin & Luck (“Client”), having an address at 3756 W. Avenue 40, Suite K #278, Los Angeles, CA 90065, for work that Consultant will provide with the intention of providing public relations services for Gin & Luck.

Employment Agreement
Employment Agreement • February 22nd, 2021 • Gin & Luck Inc. • California

According to the terms of this agreement, Gin & Luck LLC (employer), will employ Marie D’Antonio (employee), in the position Controller beginning on January 1, 2019.

AMENDED AND RESTATED OPERATING AGREEMENT
Amended and Restated Operating 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.

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