Winc, Inc. (a Delaware corporation) [--] Shares of Common Stock UNDERWRITING AGREEMENT Dated: November [--], 2021 WINC, INC. (a Delaware corporation) [--] Shares of Common StockUnderwriting Agreement • November 2nd, 2021 • Winc, Inc. • Retail-miscellaneous retail • New York
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • October 13th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of _______________ by and between Winc, Inc., a Delaware corporation (the “Company”), and _______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Form of Representative’s Warrant Agreement COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Stock of WINC, INC.Winc, Inc. • November 2nd, 2021 • Retail-miscellaneous retail • New York
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”).
Broker-Dealer AgreementBroker-Dealer Agreement • July 10th, 2020 • Winc, Inc. • Retail-miscellaneous retail
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Winc, Inc. (“Client”) a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of June 24, 2020 (the “Effective Date”):
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 20th, 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”).
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
SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 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.
Loan and Security AgreementLoan and Security Agreement • August 27th, 2021 • Winc, Inc. • Retail-miscellaneous retail • California
This Loan and Security Agreement (“Agreement”) is entered into on the above date between Multiplier Capital II, LP, a Delaware limited partnership (“Multiplier”), with an address at 2 Wisconsin Circle, Suite 700 Chevy Chase, MD 20815 and the borrowers named above (jointly and severally, “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are either set forth in Section 7 below or in the Schedule hereto.)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 27th, 2021 • Winc, Inc. • Retail-miscellaneous retail
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of May 12, 2021 (the “Agreement Date”), by and among BWSC, LLC, a California limited liability company (the “Buyer”), Natural Merchants, Inc., an Oregon corporation (the “Seller”), and Edward Field, an individual and sole shareholder of the Seller (the “Owner”). Each of the Seller, the Buyer, and the Owner are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
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 • August 27th, 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.
SI Securities, LLCAgreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • New York
Consent and First Amendment to Loan and Security AgreementAnd Security Agreement and Forbearance Agreement • August 27th, 2021 • Winc, Inc. • Retail-miscellaneous retail
This Consent and First Amendment to Loan and Security Agreement and Forbearance Agreement (this “Agreement”) is entered into on the above date, by and between the borrower(s) named above (jointly and severally, individually and collectively, “Borrower”; each use of the term Borrower herein shall mean each Borrower individually and all of such Borrowers collectively), and Multiplier Capital II, LP, a Delaware limited partnership, in its capacity as a Lender (“Lender”).
CLUB W, INC. bwsc, llc WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 29th, 2019 • Winc, Inc. • 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”).
Winc, Inc. fIFth amended and restated Right of first Refusal and co-Sale AGREEMENT-Sale Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware
AMENDMENT NUMBER THREE TO CREDIT AGREEMENTCredit Agreement • October 31st, 2022 • Winc, Inc. • Retail-miscellaneous retail
This AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this “Amendment”), dated as of October 28, 2022, is entered into by and 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 BANC OF CALIFORNIA, N.A., as successor-by-merger to PACIFIC MERCANTILE BANK (“Bank”), with reference to the following facts:
Winc, Inc. SEVENTH amended and restated Investors’ Rights AGREEMENT Effective Date: April 6, 2021Investors’ Rights Agreement • August 27th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of April 6, 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”).
AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • June 27th, 2022 • Winc, Inc. • Retail-miscellaneous retail
This AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as June 24, 2022, is entered into by and 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 BANC OF CALIFORNIA, N.A., as successor-by-merger to PACIFIC MERCANTILE BANK (“Bank”), with reference to the following facts:
Warrant to Purchase SECURITIES of Winc, Inc. Dated as of February ●, 2021 (the “Issuance Date”) Void after the date specified in Section 10Winc, Inc. • May 11th, 2021 • 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
CLUB W, INC. bwsc, llc WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Modification 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”).
FIRST AMENDMENT TO ASSET Purchase AGREEMENTAsset Purchase Agreement • August 11th, 2022 • Winc, Inc. • Retail-miscellaneous retail • Delaware
This First Amendment to Asset Purchase Agreement (this “Amendment”) is made as of August 3, 2022 (the “Effective Date”), by and among BWSC, LLC, a California limited liability company (the “Buyer”), Natural Merchants, Inc., an Oregon corporation (the “Seller”), and Edward Field, an individual (the “Owner”). Each of Seller, the Buyer and the Owner are sometimes referred to herein, individually as a “Party” and, collectively, as the “Parties”.
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”).
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”).
FORM OF STOCK PLEDGE AGREEMENTForm of Stock Pledge Agreement • June 1st, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of [•], 2021, by and between [•] (“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”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • April 29th, 2020 • Winc, Inc. • Retail-miscellaneous retail
Winc, Inc. Seventh amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: February [●], 2021Winc, Inc. • May 11th, 2021 • 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.”
LOAN AND SECURITY MODIFICATION AGREEMENT (Default Waiver and Amendment)Loan and Security Modification Agreement • December 18th, 2019 • Winc, Inc. • Retail-miscellaneous retail
This Loan and Security Modification Agreement (this “Modification Agreement”) is entered into as of October 31, 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”).
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”).
AMENDMENT NUMBER ONE TO CREDIT AGREEMENTCredit Agreement • March 28th, 2022 • Winc, Inc. • Retail-miscellaneous retail
This AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this “Amendment”), dated as March 25, 2022, is entered into by and 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 BANC OF CALIFORNIA, N.A., as successor-by-merger to PACIFIC MERCANTILE BANK (“Bank”), with reference to the following facts:
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 [●], 2021Series F Preferred Stock 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”).
Winc, Inc. Seventh amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: April 6, 2021Winc, Inc. • October 26th, 2021 • Retail-miscellaneous retail • Delaware
May 29, 2020 Winc. Inc. BWSC, LLCWinc, Inc. • July 10th, 2020 • Retail-miscellaneous retail • California
Consent and First Amendment to Loan and Security AgreementLoan and Security Agreement • September 28th, 2021 • Winc, Inc. • Retail-miscellaneous retail
This Consent and First Amendment to Loan and Security Agreement and Forbearance Agreement (this “Agreement”) is entered into on the above date, by and between the borrower(s) named above (jointly and severally, individually and collectively, “Borrower”; each use of the term Borrower herein shall mean each Borrower individually and all of such Borrowers collectively), and Multiplier Capital II, LP, a Delaware limited partnership, in its capacity as a Lender (“Lender”).
