SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2024 • Eastside Distilling, Inc. • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 5, 2024, between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2015 • Eastside Distilling, Inc. • Beverages • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2015, by and between EASTSIDE DISTILLING, INC., a NEVADA corporation, with headquarters located at 1805 S.E. MARTIN LUTHER KING JR. BLVD., PORTLAND, OR 97214 (the “Company”), and WWOD Holdings, LLC a New York corporation, with its address at 425 East 63rd St. Suite E4K, New York, NY 10065 (the “Buyer”).
UNDERWRITING AGREEMENT between EASTSIDE DISTILLING, INC. and ROTH CAPITAL PARTNERS, LLC as Representative of the Several Underwriters and AEGIS CAPITAL CORP. EASTSIDE DISTILLING, INC.Underwriting Agreement • August 10th, 2017 • Eastside Distilling, Inc. • Beverages • New York
The undersigned, Eastside Distilling, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Eastside Distilling, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC, as representative, joint lead underwriter, and joint bookrunner (hereinafter referred to as “you” (including its correlatives), “Roth,” or the “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner (“Aegis”), and with the other underwriters named on Schedule 1 hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT EASTSIDE DISTILLING, INC.Warrant Agreement • October 25th, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
THIS WARRANT (the “Warrant”) certifies that, for value received, Crater Lake Private Limited or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October __, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), up to 116,666 shares of Common Stock (“Warrant Shares”) having an expiration date four years after the date of issuance. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2024 • Eastside Distilling, Inc. • Beverages • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November __, 2024, is by and among Eastside Distilling, Inc., a Nevada corporation with offices located at 755 Main Street, Monroe, CT 06468 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 15th, 2024 • Eastside Distilling, Inc. • Beverages • Delaware
WHEREAS, the Eastside Distilling, Inc., a Nevada corporation (“Eastside”), is party to that certain Securities Purchase Agreement, dated as of November __, 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among Eastside and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which Eastside shall sell, and the Buyers shall purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • July 7th, 2017 • Eastside Distilling, Inc. • Beverages • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
WARRANT EASTSIDE DISTILLING, INC.Warrant Agreement • August 5th, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
THIS WARRANT (the “Warrant”) certifies that, for value received, [_______________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after Initial Exercise Date (as defined herein) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), up to __________ shares of Common Stock (“Warrant Shares”) having an expiration date five years after the Initial Exercise Date. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2015 • Eastside Distilling, Inc. • Services-advertising
This Agreement is made pursuant to those certain Subscription Agreements, dated as of the date hereof, between the Company and each Purchaser (the “Subscription Agreement”) and described in that certain Confidential Private Placement Memorandum, dated October 31, 2014.
EASTSIDE DISTILLING, INC. UNDERWRITING AGREEMENT 1,235,000 Shares of Common StockUnderwriting Agreement • November 21st, 2018 • Eastside Distilling, Inc. • Beverages • New York
Eastside Distilling, Inc. a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 1,235,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 185,250 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
COMMON STOCK PURCHASE WARRANT EASTSIDE DISTILLING, INC.Warrant Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages • California
THIS CERTIFIES THAT, for value received, TQLA, LLC, a California limited liability company or its registered assigns, is entitled to purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, that number of shares of common stock of the Company par value $0.0001 per share (“Common Stock”) equal to forty percent (40%) of the aggregate principal amount then outstanding under that Secured Promissory Note dated as of the date hereof in favor of TQLA, LLC (the “Note”) as of the Effective Date (as defined below) divided by the lesser of (a) the volume-weighted average closing price in U.S. dollars for the Common Stock of the Company for the twenty (20) consecutive trading days immediately preceding the Effective Date or (b) 90% of the per share price paid by any investor that purchases shares of Common Stock in any equity financing consummated while the Note remains outstanding (such price
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, by and among Eastside Distilling, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each an “Investor” and collectively “Investors”).
EASTSIDE DISTILLING, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 2016 • Eastside Distilling, Inc. • Beverages • Nevada
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Eastside Distilling, Inc., a Nevada corporation (the “Company”), on the terms described below, with each Unit consisting of:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2024 • Eastside Distilling, Inc. • Beverages
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November __, 2024, is by and among Eastside Distilling, Inc., a Nevada corporation with offices located at 755 Main Street, Monroe, CT 06468 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2017 • Eastside Distilling, Inc. • Beverages
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December __, 2016 between Eastside Distilling, Inc., a Nevada corporation (the “Company”) and the purchasers (the “Purchasers”) who have subscribed for units (the “Units”), each Unit consisting of one share of the Company’s common stock (the “Shares” and one common stock purchase warrant (the “Warrants,”) pursuant to the Confidential Private Placement Memorandum of the Company dated November 21, 2016 and accompanying Subscription Agreement (“Offering Materials”).
Warrant Agreement Between Eastside Distilling, Inc. And Pacific Stock Transfer companyWarrant Agreement • August 10th, 2017 • Eastside Distilling, Inc. • Beverages • Nevada
This Agreement is between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and Pacific Stock Transfer Company, a Nevada corporation (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2015 • Eastside Distilling, Inc. • Beverages • Oregon
This EMPLOYMENT AGREEMENT, dated as of October 5, 2015 (this “Agreement”), by and between Steven Shum (“Executive”) and Eastside Distilling, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them on Annex I hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2019 • Eastside Distilling, Inc. • Beverages • Oregon
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 6, 2018 (the “Effective Date”), by and between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and Robert Manfredonia (“Executive”) (collectively, the “Parties”). The Parties had entered into (i) an Employment Agreement effective April 2, 2018, and (ii) a First Amendment to Employment Agreement effective October 5, 2018 (the “Prior Agreements”). This Agreement shall replace the Prior Agreements, and shall be deemed controlling and effective, except to the extent of representations made in the Prior Agreements, which shall survive indefinitely.
GUARANTYGuaranty • November 15th, 2024 • Eastside Distilling, Inc. • Beverages • Delaware
GUARANTY, dated as of November __, 2024 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of ____________, in its capacity as collateral agent under the Purchase Agreement (defined below) (the “Collateral Agent”) for itself and the purchasers signatory (the Collateral Agent together with such purchasers and their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated November __, 2024, between Eastside Distilling, Inc., a Nevada corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
LOAN AGREEMENTLoan Agreement • April 17th, 2020 • Eastside Distilling, Inc. • Beverages • North Carolina
THIS LOAN AGREEMENT, made and entered into this 13 day of April , 2020, by and between Craft Canning + Bottling, LLC (collectively, “Borrower”) and Live Oak Banking Company (“Lender”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 13th, 2018 • Eastside Distilling, Inc. • Beverages • Tennessee
This AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), dated as of this 31st day of May, 2018 (“Effective Date”), is entered into by and between RICH MARKS, LLC, a Delaware limited liability company “Licensor”), Redneck Riviera Whiskey Co., LLC, a Tennessee limited liability company (“Licensee”), John D. RICH TISA Trust U/A/D MARCH 27, 2018, DWIGHT P. WILeS, TRUSTEE (“Trust”), and EASTSIDE DISTILLING, INC., a corporation organized under the laws of the State of Nevada (“Former Licensee”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • August 9th, 2017 • Eastside Distilling, Inc. • Beverages • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
OFFICE LEASEOffice Lease • March 28th, 2019 • Eastside Distilling, Inc. • Beverages • Oregon
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2021, by and among Eastside Distilling, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2016 • Eastside Distilling, Inc. • Beverages • Oregon
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September __, 2016, by and among Eastside Distilling, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 25th, 2014 • Eurocan Holdings Ltd. • Services-advertising
This Agreement and Plan of Merger (the “Agreement”), is made as of the 19th day of November, 2014, by and between Eurocan Holdings, Ltd. a Nevada corporation (“Parent”) and Eastside Distilling, Inc., a Nevada corporation (“Subsidiary”).
CONVERTIBLE DEBENTURE AGREEMENTConvertible Debenture Agreement • October 21st, 2013 • Eurocan Holdings Ltd. • Services-advertising
FOR VALUE RECEIVED from Building 400 Limited, a company formed under the laws of England (the "Holder"), EUROCAN HOLDINGS LTD. (the "Company") hereby acknowledges itself indebted and promises pay by December 31, 2018 (the "Redemption Date"), to or to the order of the Holder the sum of $202,000 in lawful money of the United States of America (the “Principal”) upon presentation and surrender of this debenture at Company's office at 1 Union Square West, suite 610, New York, NY 10003 (or at such other place as the Company may designate by notice in writing to the Holder), and to pay interest thereon, calculated annually from the date hereof at a rate equal to FIVE PER CENT (5%) per annum (the “Interest Rate”) payable in like money at the same place on the Redemption Date.
ContractPromissory Note • September 22nd, 2016 • Eastside Distilling, Inc. • Beverages • Oregon
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EASTSIDE DISTILLING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EUROCAN HOLDINGS, LTD. SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2015 • Eastside Distilling, Inc. • Services-advertising • Nevada
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of shares (“Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of Eurocan Holdings, Ltd., a Nevada corporation (the “Company”), on the terms described below
Eastside Distilling, Inc. and Subsidiaries Unaudited Pro Forma Combined Financial InformationAsset Purchase Agreement • November 13th, 2019 • Eastside Distilling, Inc. • Beverages
On September 12, 2019, Eastside Distilling, Inc., a Nevada corporation (“Eastside”), and Intersect Beverage, LLC, a California limited liability company (“Intersect”), entered into an Asset Purchase Agreement (the “Agreement”). In accordance with the terms and subject to the conditions set forth in the Agreement, Eastside agreed to purchase substantially all of the assets of Intersect (the “Purchased Assets”), an importer and distributor of tequila and related products (the “Transaction”) under the brand name “Azuñia”. The following unaudited pro forma combined financial statements are based the historical consolidated financial statements of Eastside and adjusts such information to give effect of the Agreement.
FORM OF UNDERWRITER WARRANT]Underwriter Warrant • November 21st, 2018 • Eastside Distilling, Inc. • Beverages • New York
Eastside Distilling, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after May 19, 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), Sixty-One Thousand Seven Hundred Fifty (61,750) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the
LOAN AGREEMENTLoan Agreement • May 21st, 2024 • Eastside Distilling, Inc. • Beverages • Nevada
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 7th, 2024 • Eastside Distilling, Inc. • Beverages
This Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (this “Amendment”) dated October 7, 2024, is by and among Eastside Distilling, Inc., a Nevada corporation (“Eastside”), East Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Eastside (“Merger Sub”), and Beeline Financial Holdings, Inc., a Delaware corporation (“Beeline”) and together with Eastside and Merger Sub, the “Parties”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • February 13th, 2017 • Eastside Distilling, Inc. • Beverages
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made as of January 31, 2017, by and between PJM BLDG. II LLC, an Oregon limited liability company (“Landlord”), and Eastside Distilling, LLC, an Oregon limited liability company (“Tenant”).
SECOND Amendment to Employment AGREEMENTEmployment Agreement • November 10th, 2016 • Eastside Distilling, Inc. • Beverages
This Second Amendment to Employment Agreement (the “Second Amendment”), effective as of November 4, 2016, is between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and Steven Earles (the “Executive”).
