Common use of I T A L S Clause in Contracts

I T A L S. The Company has entered into the Revolving Credit Note and Warrant Agreement, dated as of the date hereof (the "Revolving Credit Agreement"), between the Company and the Lenders, providing, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and (ii) the issuance and delivery by the Company to the Lenders of its 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence the obligation of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes") and its 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notes, the Revolving Credit Agreement and this Guaranty, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as the "Revolving Credit Documents"; and all other capitalized terms used and not otherwise defined herein shall have the respective meanings attributed thereto in the Revolving Credit Agreement.

I T A L S. A. The Company has entered into the Revolving Credit Note and Warrant Agreement, dated as of the date hereof Banks have extended a loan (the "Revolving Credit Agreement"), between “Bank Loan”) to Borrower in the Company and the Lenders, providing, among other things, for amount of Seventy Million Dollars (i$70,000,000.00) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and (ii) the issuance and delivery evidenced by the Company to the Lenders of its 12% Series A Revolving Credit Notes due December 31, 1998 those certain mortgage notes in the aggregate principal amount of Seventy Million Dollars ($12,400,000 70,000,000.00), each of even date herewith, made by Borrower and payable to evidence the obligation order of each of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith Banks (as such notes, including all mortgage notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes") and its 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notes, the Revolving Credit Agreement and this Guaranty, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be renewed, extended, modified, amended or otherwise modified and in effect restated from time to time, collectively, the “Bank Notes”). B. The Bank Notes and the total indebtedness evidenced thereby are secured by that certain Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing dated of even date herewith, executed by Borrower in favor of Administrative Agent and the other Banks, which shall be recorded in the Official Records of Middlesex County, New Jersey (the “Official Records”) (as amended, supplemented, modified, restated, renewed or extended from time to time, the “Mortgage”), granting a first priority lien on and/or security interest in the "Property" (as defined in the Mortgage), including, without limitation, the land and any improvements situated thereon, which land is more particularly described in Exhibit A attached hereto and incorporated herein. The Bank Notes, the Mortgage and any loan agreement, security agreement, pledge agreement, UCC financing statements, environmental indemnity agreement, guaranty agreements (including, without limitation that certain Guaranty Agreement of even date herewith from J. BXXXX X'XXXXX in favor of Administrative Agent and the other Banks (the "Bank Guaranty")), any Swap Contract (as defined in the Mortgage) or any assignment of architect's agreement, construction contract or other contracts or subcontracts or any other document or modification now or hereafter executed in connection therewith are herein sometimes referred to collectively as the “Bank Loan Documents.” C. NL Companies have extended a loan (the “NL Loan”) to Borrower in the amount of Fifteen Million Dollars ($15,000,000.00) evidenced by that certain mortgage note in the amount of Fifteen Million Dollars ($15,000,000.00), dated of even date herewith, made by Borrower and payable to the order of NL Companies (as such mortgage note may be renewed, extended, modified, amended or restated from time to time, with the prior written consent of Administrative Agent, the “NL Note”) and secured by that certain Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing dated of even date herewith, executed by Borrower in favor of the NL Companies, which shall be recorded in the Official Records (as amended, supplemented, modified, restated, renewed or extended from time to time, the “Subordinate Mortgage”), granting a second priority lien on and security interest in the Property and a Guaranty Agreement of even date herewith from J. BXXXX X'XXXXX to NL Companies (the "NL Guaranty"). The NL Note, Subordinate Mortgage and NL Guaranty are herein referred to collectively as the "Revolving Credit NL Loan Documents". D. The Bank Loan Documents contain restrictions on Borrower's ability to incur additional indebtedness, arrange for guarantees of such indebtedness and place liens on the Property. Banks are unwilling to make the Bank Loan unless NL Companies agree to subordinate and make inferior: (i) the right, title, security interest, lien and interest created by the Subordinate Mortgage and the other NL Loan Documents to the right, title, security interest, lien and interest of the Bank Mortgage and the other Bank Loan Documents; and all other capitalized terms used (ii) except as hereinafter provided in Section 4(b) and not otherwise defined herein 4(c) below, NL Companies' rights to receive any payments under or on account of the NL Loan Obligations to Banks' rights to receive payments under or on account of the Bank Loan Obligations. E. This Agreement shall have the respective meanings attributed thereto be recorded in the Revolving Credit AgreementOfficial Records.

I T A L S. The Company has entered into the Revolving Credit Note A. Pursuant to that certain Loan and Warrant Security Agreement, dated as of the date hereof December 14, 2018 (the "Revolving Credit Agreement")as amended, between the Company amended and the Lendersrestated, providingsupplemented, among other thingsreplaced, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans renewed, refinanced, and otherwise in effect from time to time to in accordance with the Company in an aggregate principal amount not exceeding $12,400,000 (terms hereof, the "Series A “Revolving Credit Loans") Loan Agreement”), among Holdings, the Company, and Series B Revolving Credit Loans the other subsidiaries of Holdings from time to time party thereto as “Loan Party Obligors” (collectively, the “Revolving Debt Loan Parties”), the lenders from time to time party thereto (collectively, the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B “Revolving Credit Loans" Lenders” and, together with the Series A Revolving Credit LoansAgent and each other holder of Revolving Debt (as hereinafter defined), collectively, the "“Revolving Credit Loans"Creditors”) and the Revolving Agent, (a) the Revolving Lenders agreed to make loans and otherwise to extend credit to the Revolving Obligors and (b) the Revolving Obligors agreed to (i) guarantee the payment and performance of the Revolving Debt and (ii) the issuance and delivery by the Company to the Lenders of its 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence the obligation of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant grant to the Revolving Credit Agent, for the benefit of the Revolving Creditors, Liens (as hereinafter defined) on substantially all of the assets of the Revolving Loan Parties to secure the Revolving Debt. B. Pursuant to that certain Loan and Security Agreement, being referred to herein dated as the "Series A Notes") of March 29, 2019 (as amended, amended and its 12% Series B Revolving Credit Notes due September 30restated, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notessupplemented, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreementreplaced, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notesrenewed, the Revolving Credit Agreement and this Guarantyrefinanced, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be amended or otherwise modified and in effect from time to timetime in accordance with the terms hereof, are herein sometimes referred the “Term Loan Agreement”), among Holdings, the Company, and the other subsidiaries of Holdings from time to collectively time party thereto as “Loan Party Obligors” (collectively, the "Revolving Credit Documents"; “Term Debt Loan Parties”), the lenders from time to time party thereto (collectively, the “Term Lenders”, and all together with the Term Agent and each other capitalized terms used and not otherwise defined herein shall have holder of Term Debt (as hereinafter defined), collectively, the respective meanings attributed thereto in “Term Creditors” and, together with the Revolving Credit Creditors, collectively, the “Senior Creditors”) and the Term Agent, (a) the Term Lenders agreed to make loans and otherwise to extend credit to the Term Debt Loan Parties and (b) the Term Debt Loan Parties agreed to (i) guarantee the payment and performance of the Term Debt and (ii) grant to the Term Agent, for the benefit of the Term Creditors, Liens on substantially all of the assets of the Term Debt Loan Parties to secure the Term Debt. C. Pursuant to that certain Subordinated Loan and Security Agreement, dated as of December 22, 2021 (as amended, amended and restated, supplemented, replaced, renewed, refinanced, and otherwise in effect from time to time in accordance with the terms hereof, the “Subordinated Loan Agreement”), among Holdings, the Company, and the other subsidiaries of Holdings from time to time party thereto as “Loan Party Obligors” (collectively, the “Subordinated Debt Loan Parties”), the lenders from time to time party thereto (collectively, the “Subordinated Lenders”, and together with the Subordinated Agent and each other holder of Subordinated Debt (as hereinafter defined), collectively, the “Subordinated Creditors”) and the Subordinated Agent, (a) the Subordinated Lenders agreed to make loans and otherwise to extend credit to the Subordinated Loan Parties and (b) the Subordinated Loan Parties agreed to (i) guarantee the payment and performance of the Subordinated Debt and (ii) grant to the Subordinated Agent, for the benefit of the Subordinated Creditors, Liens on substantially all of the assets of the Subordinated Loan Parties to secure the Subordinated Debt. D. As an inducement to and as one of the conditions precedent to the agreement of the Senior Agents and the other Senior Creditors to continue to make loans to and provide other financial accommodations for the account of the Loan Parties pursuant to the Revolving Loan Agreement and the Term Loan Agreement, as applicable, the Senior Agents and the Senior Creditors have required the execution and delivery of this Agreement, by the Loan Parties and by the Subordinated Agent (on behalf of the Subordinated Creditors), in order to set forth the agreement of the Senior Agents and the other Senior Creditors, on the one hand, and the Subordinated Agent and the other Subordinated Creditors, on the other hand, in respect of the relative priority in right payment of the Senior Debt and the Subordinated Debt and relative priority of Liens on the Collateral (as hereinafter defined) securing the Senior Debt and the Subordinated Debt, and certain other rights, priorities and interests as provided herein.

I T A L S. A. The Company has entered into the a Revolving Credit Note and Warrant Agreement, dated as of the date hereof (the "Revolving Credit Agreement"), between the with The Travelers Insurance Company and The Travelers Indemnity Company (collectively, the "Lenders, ") providing, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and ), (ii) the issuance and delivery by the Company to the Lenders of its the Company's 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence the obligation of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes") and its 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes " and, together with the Series A Notes, the "Notes"), and (iii) the issuance by the Company to the Lenders of the Company's (x) warrants (the "Series A Warrants") to purchase up to an aggregate of 315,000 shares of common stock, par value $0.01 per share of the Company (the "Common Shares") and (y) warrants (the "Series B Warrants" and, together with the Series A Warrants, the "Initial Warrants") to purchase up to an aggregate of 108,000 Common Shares. Each Initial Warrant entitles the holder thereof, upon exercise, to purchase one (1) fully-paid and nonassessable Common Share at an initial exercise price per share of $8.625 and with an expiration date of December 31, 2008. The Notes will be entitled to the benefit of the terms of, and the collateral held by The Bank of New York, as trustee (together with its successors as trustee, the "Trustee"), pursuant to the terms of, a Trust Agreement, dated as of the date hereof (the "Trust Agreement"), by and between the Company and the Trustee. B. Pursuant to the Revolving Credit Agreement, (i) the Company has agreed to deposit in escrow with the Trustee the Company's warrants (the "Additional Warrants") to purchase up to an aggregate of 182,000 Common Shares of which (x) up to 150,000 Additional Warrants are issuable to holders of Series A Notes and (y) up to 32,000 Additional Warrants are issuable to holders of Series B Notes, in each case with an initial exercise price of $8.625, and with an expiration date of December 31, 2008, and (ii) the Additional Warrants are required to be released from escrow and delivered to holders of Notes to the extent, in the manner and under the circumstances provided in Section 5 of the Trust Agreement. C. Pursuant to the Revolving Credit Agreement, the Company has also agreed to issue and deliver to the holders of the Series A Notes and the Series B Notes certain warrants of the Company ("Default Warrants", and, together with the Initial Warrants and the Additional Warrants, the "Warrants") to purchase certain numbers of Common Shares, at an exercise price of $.01 and with an expiration date on the date ten years from the date of issuance of such Default Warrants, to the extent and under the circumstances provided in Section 2(c) hereof (the initial exercise price for any Warrants, as reset pursuant to Section 2A hereof, is herein called, in respect of such Warrants, the "Exercise Price" therefor). D. The Exercise Price for the Warrants is subject to resetting in certain circumstances as provided in Section 2A hereof, and such Exercise Price and the number of Common Shares issuable upon exercise of the Warrants are collectively both subject to adjustment under certain circumstances as provided in Section 15 hereof. The Common Shares issuable upon exercise of the Warrants are referred to herein as "Warrant Shares". E. The Warrants shall bear the legend (the "NotesWarrant Legend"; ) set forth on the Notesappropriate form of Warrant Certificate annexed hereto, subject, however, to the terms of this Agreement. Unless registered under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, the Revolving Credit Agreement and this GuarantyWarrant Shares shall bear the legend set forth in Exhibit B attached hereto (the "Warrant Shares Legend"). F. The Company desires the Warrant Agent to act on behalf of the Company, and all other related agreements and documents issued or delivered under or pursuant the Warrant Agent is willing so to the Revolving Credit Agreement or this Guaranty Agreementact, in each case connection with the issuance of Warrant Certificates and other matters as the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as the "Revolving Credit Documents"; and all other capitalized terms used and not otherwise defined herein shall have the respective meanings attributed thereto in the Revolving Credit Agreementprovided herein.

I T A L S. A. The Company has and the New Trustee have entered into that certain Indenture dated as of the Revolving date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the "New Indenture"), pursuant to which the Company may issue up to $474,200,000 aggregate principal amount at maturity of its 14% Senior Secured Discount Notes due 2009 (the "New Notes"). B. The Company, Holdings and the Convertible Notes Noteholders have entered into that certain Note Purchase Agreement, dated as of December 21, 2002 (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Convertible Note Agreement"), pursuant to which the Company and Holdings are issuing 10% Senior Secured Discount Convertible Notes due 2009 in an aggregate principal amount at maturity of up to $363,400,000 (the "Convertible Notes"). C. The Company and Holdings have entered into (a) that certain Credit Note and Warrant AgreementAgreement with General Motors, dated as of the date hereof (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Revolving Credit GM Loan Agreement"), between pursuant to which the Company and the Lenders, providing, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company Holdings may receive certain advances in an aggregate principal amount not exceeding to exceed $12,400,000 100,000,000, and (the "Series A Revolving Credit Loans"b) and Series B Revolving Credit Loans that certain Note Purchase Agreement with OnStar, dated as of December 21, 2002 (as it may be amended, restated, supplemented, or otherwise modified from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loanstime, the "Revolving Credit LoansGM Note Agreement") and (ii) the issuance and delivery by ), pursuant to which the Company to the Lenders of its 12% and Holdings are issuing Series A Revolving Credit GM Senior Secured Convertible Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence 89,042,387 (the obligation of the Company to repay Series A Revolving Credit Loans from "GM Convertible Notes"). D. From time to time outstanding in accordance therewith (such notesafter the date hereof, including all notes issued in substitution or exchange therefor pursuant the Company may, subject to the Revolving Credit Agreementterms and conditions of the Secured Agreements (as defined below), being referred incur additional indebtedness that is pari passu in right of payment to herein as the other Secured Agreements (collectively, the "Series A NotesAdditional Debt") and its 12% Series B Revolving Credit Notes due September 30under agreements evidencing such Additional Debt (the "Additional Facilities"), 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of which the Company desires to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notes, the Revolving Credit Agreement and this Guaranty, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as the "Revolving Credit Documents"; and all other capitalized terms used and not otherwise defined herein shall have the respective meanings attributed thereto in the Revolving Credit Agreement.secure on a senior pari passu basis by the

I T A L S. The Company has entered into the a Revolving Credit Note and Warrant Agreement, Agreement dated as of the date hereof (the "Revolving Credit Agreement"), between ) with the Company and the Lenders, Lenders providing, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and ), (ii) the issuance and delivery by the Company to the Lenders of its the Company's 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence the obligation of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes") and its 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Notes " and, together with the Series A Notes and the Series B Notes are collectively referred to herein as Notes, the "Notes"; ), and (iii) the Notesissuance by the Company to the lenders of the Company's (A) warrants (the "Series A Warrants") to purchase up to an aggregate of 315,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Shares") and (B) warrants (the "Series B Warrants", together with the Series A Warrants, the Revolving Credit Agreement "Initial Warrants") to purchase up to an aggregate of 108,000 Common Shares. Each Initial Warrant entitles the holder thereof, upon exercise, to purchase one (1) fully-paid and this Guarantynonassessable Common Share (an "Initial Warrant Share") at an initial exercise price per share (the "Exercise Price") of $8.625. The Notes will be entitled to the benefit of the terms of and the collateral held by The Bank of New York, and all other related agreements and documents issued or delivered under or as trustee (together with its successors as trustee, the "Trustee"), pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case terms of a trust agreement dated as of the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as date hereof (the "Revolving Credit DocumentsTrust Agreement"; ) by and all other capitalized terms used between the Company and not otherwise defined herein shall have the respective meanings attributed thereto in the Revolving Credit AgreementTrustee.

I T A L S. The Company has (I) On October 6, 2022, Eastside and Craft Canning entered into that certain Note Purchase Agreement dated as of October 6, 2022 (as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time, the Revolving Credit “Aegis Note Purchase Agreement”) with Aegis pursuant to which, among other things, (i) Aegis purchased from Eastside a Secured Promissory Note in the original principal amount of $4,500,000 (as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time, the “Aegis Note”), (ii) Eastside and Craft Canning each granted to Aegis a continuing security interest in all property of Eastside and Craft Canning, and (iii) Craft Canning entered into that certain Note Guaranty dated as of October 6, 2022 (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Aegis Note Guaranty”) guaranteeing the obligations of Eastside under the Aegis Note, all in accordance with the terms of the Aegis Note Purchase Agreement; (II) as of September 29, 2023, $1,898,202 of principal on the Aegis Note and Warrant $3,255,000 of principal on the Bigger-District Notes (as defined below) were cancelled in exchange for the issuance by Eastside to The B.A.D. Company, LLC, a Delaware limited liability company in which the Bigger-District Creditors collectively hold a 50% interest and Aegis holds a 28.33% interest (the “Bigger-Aegis SPV”) of 296,722 shares of Eastside common stock, par value $0.0001 per share, and 200,000 shares of Series C Preferred Stock of Eastside, par value $0.0001 per share (the “Debt-for-Equity Exchange”) pursuant to that certain Debt Satisfaction Agreement, dated as of the date hereof hereof, by and among Eastside, the Bigger-Aegis SPV, the Bigger-District Creditors, Aegis, LDI and TQLA, LLC, a California limited liability company and an Affiliate of Aegis (“TQLA”); and (III) simultaneously with the execution of the Existing Intercreditor Agreement, (i) the Aegis Note Purchase Agreement was amended pursuant to that certain First Amendment Agreement dated as of September 29, 2023 by and among Eastside, Craft Canning and Aegis (the "Revolving Credit Agreement"“Aegis Note Purchase Agreement First Amendment”), between (ii) the Company Aegis Note was amended and restated by that certain Amended and Restated Secured Promissory Note, dated as of September 29, 2023, by and among Eastside and Aegis (as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented, increased or otherwise modified from time to time, the “A&R Aegis Note”), which A&R Aegis Note replaced and superseded the existing Aegis Note in its entirety subject to the terms and conditions of the A&R Aegis Note, such that as of the Effective Date, the aggregate principal amount outstanding under the A&R Aegis Note is $2,638,291, and (iii) the Aegis Note Guaranty was amended and restated and superseded in its entirety by that certain Amended and Restated Note Guaranty, dated as of September 29, 2023 (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “A&R Aegis Note Guaranty”). (I) On April 19, 2021, Eastside entered into that certain Securities Purchase Agreement dated as of April 19, 2021 (as amended pursuant to that certain Amendment to Securities Purchase Agreement dated as of April 23, 2021 by and among Eastside and the LendersBigger-District Creditors (the “Amendment to Bigger-District Securities Purchase Agreement”, providingand as further amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time, the “Bigger-District Securities Purchase Agreement”) with the Bigger-District Creditors pursuant to which, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans Bigger purchased from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 Eastside (the "Series A Revolving Credit Loans"1) and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and (ii) the issuance and delivery by the Company to the Lenders of its 12% Series A Revolving Credit Notes due December 31, 1998 that certain Secured Convertible Promissory Note in the aggregate original principal amount of $12,400,000 to evidence the obligation 1,500,000 dated as of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith April 19, 2021 (such notesas amended, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreementrestated, being referred to herein as the "Series A Notes") amended and its 12% Series B Revolving Credit Notes due September 30restated, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notesextended, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreementrenewed, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notesrefinanced, the Revolving Credit Agreement and this Guarantyreplaced, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be amended supplemented or otherwise modified and in effect from time to time, the “First Closing Bigger Note”) and (2) that certain Secured Convertible Promissory Note in the original principal amount of $150,000 dated as of May 13, 2021 (as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time, the “Second Closing Bigger Note”, and together with the First Closing Bigger Note, collectively, the “Bigger Notes”), and (ii) District 2 purchased from Eastside (1) that certain Secured Convertible Promissory Note in the original principal amount of $1,500,000 dated as of April 19, 2021 (as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time, the “First Closing District 2 Note”) and (2) that certain Secured Convertible Promissory Note in the original principal amount of $150,000 dated as of May 13, 2021 (as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time, the “Second Closing District 2 Note”, and together with the First Closing District 2 Note, collectively, the “District 2 Notes”; the Bigger Notes and the District 2 Notes are herein sometimes referred to herein collectively as the "Revolving Credit Documents"“Bigger-District Notes”), (iii) Eastside entered into that certain Security Agreement dated as of April 19, 2021 (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Bigger-District Security Agreement”) with the Bigger-District Creditors securing the obligations of Eastside under the Bigger-District Notes, all in accordance with the terms of the Bigger-District Securities Purchase Agreement; (II) on April 1, 2022, Eastside entered into that certain Accommodation Agreement dated as of April 1, 2022 (the “Bigger-District Accommodation Agreement”) with the Bigger-District Creditors, pursuant to which, among other things, the Bigger-District Notes were amended to adjust the conversion price under the Bigger-District Notes to One Dollar and Thirty Cents ($1.30) per share subject to the terms of the Bigger-District Accommodation Agreement; (III) on October 13, 2022, Eastside entered into that certain Amendment Agreement dated as of October 13, 2022 (the “Bigger-District First Amendment Agreement”) with the Bigger-District Creditors, pursuant to which, among other things, the Bigger-District Notes were amended to extend the maturity date of the Bigger-District Notes to November 18, 2022; (IV) simultaneously with the execution of the Existing Intercreditor Agreement, $3,255,000 of principal on the Bigger-District Notes was cancelled in connection with the Debt-for-Equity Exchange as described in recital A above; and all (V) simultaneously with the execution of the Existing Intercreditor Agreement, (i) Eastside entered into that certain Second Amendment Agreement effective as of November 18, 2022 (the “Bigger-District Second Amendment Agreement”) with the Bigger-District Creditors, pursuant to which the Bigger-District Notes were amended to extend the maturity date of the Bigger-District Notes, and (ii) Eastside entered into that certain Third Amendment Agreement dated as of September 29, 2023 (the “Bigger-District Third Amendment Agreement”) with the Bigger-District Creditors, pursuant to which, among other capitalized terms used things, (1) the Bigger-District Notes were amended and not otherwise defined herein shall have the respective meanings attributed thereto restated in the Revolving Credit form and subject to the terms set forth in the executed copies of such amended and restated Bigger-District Notes attached as Exhibits A through B to the Bigger-District Third Amendment Agreement (each, as amended, restated, amended and restated, extended, renewed, refinanced, replaced, supplemented, increased or otherwise modified from time to time, an “A&R Bigger-District Note”, and collectively, the “A&R Bigger-District Notes”), which A&R Bigger-District Notes replaced and superseded the existing respective Bigger-District Notes in their entirety, subject to the terms and conditions of each respective A&R Bigger-District Note, such that as of the Effective Date, the aggregate principal amount outstanding under the A&R Bigger-District Notes is $399,290, (2) the Bigger-District Security Agreement was amended and restated and superseded in its entirety in the form of the A&R Bigger-District Security Agreement dated as of September 29, 2023 (as, amended, amended, supplemented, or otherwise modified from time to time, the “A&R Bigger-District Security Agreement”), (3) the Bigger Warrant (as defined below) was amended and restated and superseded in its entirety by the A&R Bigger Warrant (as defined below), (4) the District 2 Warrant (as defined below) was amended and restated and superseded in its entirety by the A&R District 2 Warrant (as defined below), and (5) certain unsecured Promissory Notes originally issued by Eastside to Bigger and District 2 on September 29, 2023 were amended and restated and superseded in their entirety by the A&R Bigger-District Unsecured Notes (as defined below), as described in Section 13(b)(ii) below, such that as of the Effective Date, the aggregate principal amount outstanding under the A&R Bigger-District Unsecured Notes is $7,517,467.

I T A L S. A. The Company has and each of the Noteholders have heretofore entered into the Revolving Credit Note Purchase and Warrant Uncommitted Master Shelf Agreement, dated as of December 28, 2001, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of December 28, 2004, a Third Amendment, dated as of December 28, 2006, a Fourth Amendment dated as of December 31, 2007 and a Fifth Amendment dated as of February 25, 2008 (as so amended and in effect on the date hereof (hereof, the "Revolving Credit “Note Agreement"”), between the . B. The Company and the Lenders, providing, among other things, for has heretofore issued (i) the commitment $55,000,000 of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 its 5.62% Senior Notes due December 28, 2009 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and“Existing 2009 Notes”), together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and (ii) the issuance and delivery by the Company to the Lenders $50,000,000 of its 125.60% Series A Revolving Credit Senior Notes due December 28, 2010 (the “Existing 2010 Notes”; and together with the 2009 Notes, collectively, the “Existing Notes”). C. The Company entered into that certain Credit Agreement dated as of May 1, 2006 (the “Credit Agreement”), by and among the Company, SunTrust Bank, as administrative agent (“Bank Lender Agent”), and the other lenders party thereto. D. The Company has informed the Noteholders that NCB, FSB (the “Thrift”) failed to have Thrift Net Income of at least $3,500,000 for the fiscal quarter ending December 31, 1998 2008 in the aggregate principal amount violation of $12,400,000 to evidence the obligation Section 6.9(j) of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes"which Section 6.9(j) and its 12% Series B Revolving Credit Notes due September 30, 1998 is incorporated by reference in the aggregate principal amount of $3,100,000 Note Agreement pursuant to evidence paragraph 5G (the obligation “Specified Default”); E. The Company has requested that the Noteholders waive the Specified Default and that the Noteholders amend certain provisions of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Series A Notes Note Agreement and the Series B Existing Notes are collectively referred (defined below) on the terms and conditions contained herein. F. The Company and the Noteholders now desire to herein as amend the "Notes"; the Notes, the Revolving Credit Note Agreement and this Guarantythe Existing Notes in the respects, and all other related agreements and documents issued or delivered under or pursuant to but only in the Revolving Credit Agreement or this Guaranty Agreementrespects, in each case as the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as the "Revolving Credit Documents"; and all other capitalized hereinafter set forth. G. Capitalized terms used and not otherwise defined herein shall have the respective meanings attributed ascribed thereto in the Revolving Credit AgreementNote Agreement (as amended hereby) unless herein defined or the context shall otherwise require. H. All requirements of law have been fully complied with and all other acts and things necessary to make this Sixth Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.