Exhibit 10.1(a)


 





FIRST AMENDMENT TO THE


 


WINC, INC.


 


SEVENTH AMENDED AND RESTATED 


INVESTORS’ RIGHTS AGREEMENT


 


THIS FIRST AMENDMENT TO THE
WINC, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), dated as of the
October 6, 2021, is entered into by and among Winc, Inc., a Delaware corporation (the “Company”), and
the undersigned investors constituting the holders of a majority of the Registrable Securities currently outstanding and the holders
a majority of the Registrable Securities then held by the Major Investors (collectively, the “Holders”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement (as defined below).


 


WHEREAS,
the Company and the Holders previously entered into that certain Winc, Inc. Seventh Amended and Restated Investors’ Rights
Agreement, dated April 6, 2021 (the “Agreement”);


 


WHEREAS,
pursuant to Section 6.6 of the Agreement, the Agreement may be amended only with the written consent of the Company, the holders
of a majority of the Registrable Securities then outstanding, and the holders a majority of the Registrable Securities then held by the
Major Investors; and


 


WHEREAS,
the Company and the undersigned Holders, representing holders of a majority of the Registrable Securities currently outstanding and the
holders a majority of the Registrable Securities then held by the Major Investors, desire to amend the Agreement as set forth herein.


 


RESOLVED,
that, for consideration that is acknowledged by each of the Company and the Holders, the Agreement is hereby amended as set forth herein.


 


1.            Section 2.13
of the Agreement is hereby amended and restated to read in its entirety as follows:


 


“Termination of
Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant
to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:


 


(a)            the
closing of a Deemed Liquidation Event;


 


(b)            the
fifth (5th) anniversary of the QIPO; and


 


(c)            such
time as such Holder holds less than 1% of the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an
as converted basis) and all Common Stock held by or issuable to such Holder (and its Affiliates) may be sold pursuant to SEC Rule 144
during any ninety (90) day period.”


 









    1 


     


    

 


2.            This
Amendment shall be and is hereby incorporated in and forms a part of the Agreement.


 


3.            This
Amendment shall be effective as of the date first written above.


 


4.            This
Amendment shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware without regard to
conflicts of law principles thereof.


 


5.            This
Amendment may be executed and delivered by facsimile signature, PDF or any electronic signature complying with the US federal ESIGN Act
of 2000 (e.g., www.docusign.com) and in two (2) or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


6.            Except
as set forth herein, the Agreement shall remain in full force and effect.


 


[signature pages follow]





 






    2 


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	COMPANY:	 
	 	 
	WINC, INC.	 
	 	 
	 	 
	By:	/s/
    Matthew Thelen	 
	Name:	Matthew
    Thelen	 
	Title:	General
    Counsel	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


  


	HOLDER:	 
	 	 
	15
    ANGELS II LLC	 
	 	 
	 	 
	By:	/s/
    Scott Ring	 
	Name:	Scott
    Ring	 
	Title:	Authorized
    Person	 



 


	Address:	1865 Palmer
    Ave., Suite 104	 
	 	Larchmont,
    NY 10538	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	HOLDER:	 
	 	 
	BESSEMER
    VENTURE PARTNERS VIII	 
	INSTITUTIONAL
    l.p.	 
	By:
    Deer VIII & Co. L.P., its general partner	 
	By:
    Deer VIII & Co. Ltd., its general partner	 
	 	 
	 	 
	By:	/s/
    Scott Ring	 
	Name:	Scott
    Ring	 
	Title:	Authorized
    Person	 



 


	Address:	c/o
    Bessemer Venture Partners	 
	 	1865 Palmer
    Ave., Suite 104	 
	 	Larchmont,
    NY 10538	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 



     


     


    




 








IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	GOBLUE
    VENTURES LLC	 
	 	 
	 	 
	By:	/s/
    Scott Ring	 
	Name:	Scott
    Ring	 
	Title:	Authorized
    Person	 



 


	Address:	1865 Palmer
    Ave., Suite 104	 
	 	Larchmont,
    NY 10538	 






 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	HOLDER:	 
	 	 
	WAHOOWA
    VENTURES LLC	 
	 	 
	 	 
	By:	/s/
    Scott Ring	 
	Name:	Scott
    Ring	 
	Title:	Authorized
    Person	 



 


	Address:	1865 Palmer
    Ave., Suite 104	 
	 	Larchmont,
    NY 10538	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	C2
    CLUB W HOLDINGS LLC	 
	 	 
	 	 
	By:	/s/
    Rick Smith	 
	Name:	Rick Smith	 
	Title:	Principal	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	C2
    CLUB W SPV LLC	 
	 	 
	 	 
	By:	/s/
    Rick Smith	 
	Name:	Rick Smith	 
	Title:	Principal	 



 


	Address:	 	 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	HOLDER:	 
	 	 
	CROSCUT
    VENTURES 2 L.P.	 
	 	 
	 	 
	By:	/s/ Rick Smith	 
	Name:	Rick Smith	 
	Title:	Principal	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	HOLDER:	 
	 	 
	RICE
    WINE VENTURES LLC	 
	 	 
	 	 
	By:	/s/ Shuhei Ohashi	 
	Name:	Shuhei Ohashi	 
	Title:	Manager	 



 


	Address:		 
	 	 	 












 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	HOLDER:	 
	 	 
	SAKE
    VENTURES, LLC	 
	 	 
	 	 
	By:	/s/ Akihiro Ishii	 
	Name:	Akihiro Ishii	 
	Title:	Manager	 
	 	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 








IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	DREAM
    CATCHER INVESTMENTS	 
	 	 
	 	 
	By:	/s/ Xiangwei Weng	 
	Name:	Xiangwei Weng	 
	Title:	 	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	DREAMER
    PATHWAY LIMITED (BVI)	 
	 	 
	 	 
	By:	/s/ Xiangwei Weng	 
	Name:	Xiangwei Weng	 
	Title:	 	 



 


	Address:	 	 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 


	HOLDER:	 
	 	 
	SHININGWINE
    LIMITED (BVI)	 
	 	 
	 	 
	By:	/s/ Xiangwei Weng	 
	Name:	Xiangwei Weng	 
	Title:	 	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]









 






     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	SIEMER
    VENTURES II LP (D/B/A WAVEMAKER PARTNERS II)	 
	 	 
	 	 
	By:	/s/
    Eric Manlunas	 
	Name:	Eric Manlunas	 
	Title:	Principal	 



 


	Address:		 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	WAVEMAKER
    GLOBAL SELECT LLC	 
	 	 
	 	 
	By:	/s/
    Eric Manlunas	 
	Name:	Eric Manlunas	 
	Title:	Principal	 
	 	 



 


	Address:	 	 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]



 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written.


 





	HOLDER:	 
	 	 
	WAVEMAKER
    PARTNERS V LP	 
	 	 
	 	 
	By:	/s/ Eric Manlunas	 
	Name:	Eric Manlunas	 
	Title:	Principal	 
	 	 



 


	Address:	 	 
	 	 	 



 


[Signature Page to the First Amendment
to the Winc, Inc. 


Seventh
Amended And Restated Investors’ Rights Agreement]