Exhibit 10.1
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT
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:
A. Borrowers and Pacific Mercantile Bank previously entered into that certain Credit Agreement, dated as of December 15, 2020, as amended by that certain Amendment Number One to Credit Agreement, dated as of March 25, 2022, and that certain Amendment Number Two to Credit Agreement, dated as of June 24, 2022 (as so amended, the “Agreement”).
B. Borrowers and Bank desire to further amend the Agreement, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the foregoing, Bank and Borrowers hereby agree as follows:
Section 1.1 – Revolving Credit Commitment | For the Period Beginning: | Revolving Credit Commitment Amount: |
November 1, 2022 | $3,500,000 | |
December 1, 2022 | $2,500,000 | |
December 30, 2022 | $0 |
“(a) Liquidity, measured as of the end of December 31, 2022, at any time to be less than the amount set forth in Section 6.15(a) of the Summary of Credit Terms.”
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A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first hereinabove written.
| WINC, INC., By: /s/ Brian Smith Name: Brian Smith Title: Interim Chief Executive Officer and President |
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| BWSC, LLC, By: Winc, Inc., its sole member By: /s/ Brian Smith Name: Brian Smith Title: Interim Chief Executive Officer and President |
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| BANC OF CALIFORNIA, N.A. By: /s/ Michael Baranowski Name: Michael Baranowski Title: Vice President
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Amendment Number Three to Credit Agreement