COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Common Stock Purchase Warrant • May 13th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
This Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated as of [___], 2022 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
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).
LOAN AGREEMENTLoan Agreement • May 13th, 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 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 incorporated herein and made a part hereof.
Heritage Distilling Holding Company, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • May 13th, 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:
Heritage Distilling Holding Company, Inc. 9668 Bujacich RoadExchange Subscription Agreement • May 13th, 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 • May 13th, 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.
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”).
