COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Common Stock Purchase Warrant • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Common Stock Purchase Warrant • July 5th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS COMMON STOCK PURCHASE 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m., New York City Time, on June 15, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), a number of shares of Common Stock (“Warrant Shares”) as shall be calculated hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(c). Certain terms used in this Warrant are defined in Section 4 hereof.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Pre-Funded Common Stock Agreement • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS PRE-FUNDED COMMON STOCK PURCHASE 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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to [________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Florida
The undersigned, Heritage Distilling Holding Company, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Heritage Distilling Holding Company, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Newbridge Securities Corporation is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Representative Common Stock Purchase Warrant • November 8th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE 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 [______], 20251 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20292 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the certain underwriting agreement, dated as of [____], 2024, by and between the Company and Newbridge Securities Corporation.
AMENDMENT NO. 2 TOLoan Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • New York
THIS LOAN AGREEMENT (together with all schedules, exhibits and the Perfection Certificate delivered in connection herewith from time to time, this “Agreement”) is entered into this 29th day of March, 2021, among SILVERPEAKSILVERVIEW CREDIT PARTNERS LP (f/k/a Silverpeak Credit Partners, LP), a Delaware limited partnership as Agent for the Lenders (in such capacity, and together with any successor agent, the “Agent”), the financial institutions and other institutional investors from time to time party hereto as lenders (the “Lenders”), HERITAGE DISTILLING COMPANY, INC., a Washington corporation, as borrower (the “Borrower”), and HERITAGE DISTILLING HOLDING COMPANY, INC., a Delaware corporation, as holdings (“Holdings”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Terms Schedule or the Definitions Schedule annexed hereto, as applicable. All schedules, and exhibits annexed hereto, as well as the Perfection Certificate, are i
UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • New York
The undersigned, Heritage Distilling Holding Company, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Heritage Distilling Holding Company, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Newbridge Securities Corporation is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Heritage Distilling Holding Company, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
The undersigned holder(s) (the “Holder”) of Unsecured Subordinated Convertible Promissory Note(s) Due July 31, 2024 (the “Notes”) of Heritage Distilling Holding Company, Inc. (the “Company”) in the aggregate principal amount as shown on Exhibit A to this Agreement, does hereby certify to, and agree with, the Company as follows:
SUBSCRIPTION AGREEMENT in connection withSubscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
This Subscription Agreement (the “Agreement”) is executed by the undersigned (the “Subscriber”) in connection with the offering (the “Offering”) by Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), of up to 500,000 Common Stock Purchase Warrants of the Company (each, a “Common Warrant”), plus an additional 75,000 Common Warrants to cover over-subscriptions, if any], at a purchase price of $[ ] per Common Warrant. The form and terms of the Common Warrants are set in Addendum A attached hereto.
COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Common Stock Purchase Warrant • November 26th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Heritage Distilling Holding Company, Inc. 9668 Bujacich RoadExchange Subscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
Reference is hereby made to (i) that certain Exchange Subscription Agreement, dated on or about October 30, 2023 (the “Exchange Agreement”), by and among, inter alia, Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), and the undersigned (each, a “Holder” and, collectively, the “Holders”) and (ii) the applicable Securities Purchase Agreements, including any Warrants attached to such Agreements, dated between April 19, 2022 and August 28, 2023 (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”), by and among, inter alia, the Company and the applicable Holders, pursuant to which the Holders purchased from the Company, as applicable, Notes and Warrants (in each case, as defined in the Subscription Agreements). Any capitalized terms used but not defined in this letter agreement (this “Agreement”) will have the meanings ascribed thereto in the Exchange Agreement and the Subscription Agreements, as applicable.
EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages
The undersigned holder(s) (the “Holder”) of (i) Unsecured Subordinated Convertible Promissory Note(s) Due August 29, 2026 (the “Notes”) of Heritage Distilling Holding Company, Inc. (the “Company”) in the aggregate principal amount as shown on Exhibit A to this Agreement and (ii) Common Stock Purchase Warrants issued by the Company on or around __________ (the “Warrants”), exercisable for the number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) set forth next to the Holder’s name on Exhibit A to this Agreement, does hereby certify to, and agree with, the Company as follows:
COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Common Stock Purchase Warrant • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS COMMON STOCK PURCHASE 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 the earlier of (i) the consummation of the first underwritten public offering of Common Stock under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “IPO”) or (ii) August [ ]1, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m., New York City Time, on [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), a number of shares of Common Stock (“Warrant Shares”) as shall be calculated pursuant to Section 1(b) hereof. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Se
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Washington
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of the date of the last signature below (the “Signing Date”) and shall be deemed effective as of April 1 2023 (the “Effective Date”) by and among Heritage Distilling Company, Inc., a Washington corporation (the “Company”), Heritage Distilling Holding Company, Inc., a Delaware corporation (“HDHC”), and Andrew Varga, (the “Consultant”) contracting under AV Train Consulting, LLC, a Kentucky state limited liability company. Company desires to retain the services of Consultant, and Consultant desires to perform the services described herein, on the terms and conditions set forth in this, Agreement.
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Representative Common Stock Purchase Warrant • November 26th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE 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 May 24, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the certain underwriting agreement, dated as of November 21, 2024, by and between the Company and Newbridge Securities Corporation.
ContractWarrant Agreement • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the ISSUER or its transfer agent as a condition precedent to the sale, transfer, pledge, or hypothecation of any interest in any of the securities represented hereby.
LOAN AGREEMENT BY AND AMONGLoan Agreement • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment No. 1”) is made and entered into by and among SILVERPEAK CREDIT PARTNERS, LP, a Delaware limited partnership as Agent for the Lenders (in such capacity, and together with any successor agent, the “Agent”), the financial institutions and other institutional investors from time to time party hereto as lenders (the “Lenders”), HERITAGE DISTILLING COMPANY, INC., a Washington corporation, as borrower (the “Borrower”), and HERITAGE DISTILLING HOLDING COMPANY, INC., a Delaware corporation, as holdings (“Holdings”). Holdings, Borrower, Agent, and Lender are herein referred to collectively as “the Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement by and among the Parties dated March 29, 2021 (the “Loan Agreement”). The Loan Agreement, the Terms Schedule, the Definitions Schedule, and all schedules, exhibits, and the Perfection Certificate annexed to the Lo
UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
THIS UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Unsecured Subordinated Convertible Promissory Notes of Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), having its principal place of business at 9668 Bujacich Road, Gig Harbor, WA 98332 designated as its Unsecured Subordinated Convertible Promissory Notes (this “Note” and, collectively with the other Notes of such series, the “Notes”).
Heritage Distilling Holding Company, Inc.Exchange Subscription Agreement • October 25th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
Reference is hereby made to (i) that certain Exchange Subscription Agreement, effective June 30, 2023 (the “Exchange Agreement”), by and among, inter alia, Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), and the undersigned (each, a “Holder” and, collectively, the “Holders”) and (ii) that certain letter agreement between the parties dated on or about April 3, 2024 (the “Letter Agreement”). Any capitalized terms used but not defined in this amended agreement (this “Amendment”) will have the meanings ascribed thereto in the Exchange Agreement and the Letter Agreement, as applicable.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Florida
The undersigned, Heritage Distilling Holding Company, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Heritage Distilling Holding Company, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Newbridge Securities Corporation is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
HERITAGE DISTILLING HOLDING COMPANY, INC. MASTER RESTRICTED STOCK UNIT AWARD AGREEMENTMaster Restricted Stock Unit Award Agreement • July 5th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
This Master Restricted Stock Unit Award Agreement (“Agreement”) is made by and between Heritage Distilling Holding Company, Inc., a Delaware corporation (“Company”), and the participant who accepts this Agreement with an electronic signature (“Participant”) and shall be effective as of the date first accepted by Participant. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s 2019 Stock Incentive Plan (“Plan”). A copy of the Plan has been provided to Participant.
Form of outstanding restricted stock units issued under the 2019 Plan after January 1, 2024 HERITAGE DISTILLING HOLDING COMPANY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 28th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
This Restricted Stock Award Agreement (“Agreement”) is made and entered into as of the date of grant set forth below (“Date of Grant”) by and between Heritage Distilling Holding Company, Inc., a Delaware corporation (“Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s 2019 Stock Incentive Plan (“Plan”). A copy of the Plan has been provided to Participant.
