On May 20, 2026, LQR House Inc. (the "Company") entered into a Note Purchase Agreement (the "Purchase Agreement") with certain non-U.S. purchasers party thereto (the "Purchasers"), pursuant to which the Company issued unsecured promissory notes (the "Notes") to the Purchasers in an aggregate principal amount of up to $60,000,0000.

 

Pursuant to the Purchase Agreement, the Purchasers have committed to fund advances under the Notes from time to time during the availability period specified therein upon the Company's delivery of draw notices in accordance with the terms of the Purchase Agreement. Funding under the Notes may be made in either (i) United States Dollars or (ii) certain agreed digital assets, in each case pursuant to the procedures set forth in the Purchase Agreement.

 

The Notes bear interest at a rate of 6.0% per annum and mature on May 20, 2028, unless earlier accelerated in accordance with their terms. The Notes constitute unsecured obligations of the Company and rank pari passu in right of payment with the Company's other unsecured and unsubordinated indebtedness and senior in right of payment to indebtedness expressly subordinated to the Notes and to the Company's equity securities.

 

The Purchase Agreement and the Notes contain customary representations and warranties, affirmative covenants, negative covenants and events of default.