TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [__], 2013, is hereby entered into by and among Truett-Hurst, Inc., a Delaware corporation (the “Corporation”), H.D.D. LLC, a California limited liability company (the “LLC”), and each of the Members (as defined herein).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF __________, 2013Operating Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT of H.D.D. LLC (the “Company”), dated and effective as of [Ÿ], 2013 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
October 2, 2012 James D. Bielenberg Healdsburg, CA 95448 Dear Mr. Bielenberg:Master Equipment Financing Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
The members of the Direct Equipment Finance Department are pleased that H.D.D. LLC has chosen Bank of the West to provide equipment financing and we look forward to servicing your transaction. Enclosed are the following documents for execution:
LEASELease • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
THIS LEASE (the "Lease"), dated as of February 8, 2011, is made by and between HAMBRECHT WINE GROUP L.P., a California limited partnership ("Landlord") and H.D.D. LLC, a California limited liability company ("Tenant").
EXCHANGE AGREEMENTExchange Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • New York
FOREIGN EXCHANGE NOTEForeign Exchange Note • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
This Note is made and entered into between the undersigned H.D.D. LLC, a California limited liability company (the "Borrower") and Bank of the West (together with its successors and assigns, the "Lender") and is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated of even date herewith (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
EQUIPMENT PURCHASE LINE OF CREDIT NOTEEquipment Purchase Line of Credit Note • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
This Note is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated of even date herewith (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
AGREEMENTIntellectual Property Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
This Agreement is dated for reference purposes the 24th day of August, 2012, and is entered into by and among H.D.D. LLC, a California limited liability company ("HDD") and West Coast Paper Company, dba WCP Solutions, a Washington corporation ("WCP").
SECURITY AGREEMENT (TRADEMARK)Security Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
MODIFICATION AGREEMENTModification Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
This MODIFICATION AGREEMENT (this "Agreement") is entered into as of October 3, 2012, between H.D.D. LLC, a California limited liability company, with an address of 5610 Dry Creek Road, Healdsburg, California 95448 (the "Borrower") and Bank of the West, a California banking corporation with an address of 700 Main Street, Suite 212, Napa, California 94559 (the "Lender").
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of August 1, 2012, is made by and between BRANDON STAUBER ("Seller") and H.D.D. LLC, a California limited liability company ("Buyer").
LOAN AND SECURITY AGREEMENTLoan Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of July 16, 2012, between H.D.D. LLC, a California limited liability company, with its chief executive office located at 5610 Dry Creek Road, Healdsburg, California 95448 (the "Borrower") and Bank of the West, a California banking corporation, with an address of 700 Main Street, Suite 212, Napa, California 94559
TERM NOTETerm Note • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
This Note is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated of even date herewith (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
SUPPLY OF GOODS AGREEMENTSupply of Goods Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
Offices also in : Cambridge, Chelmsford and Norwich Birketts LLP is registered in England under no. OC317545 and authorised and regulated by the Solicitors Regulation Authority. Registered office at: 24-26 Museum Street, Ipswich, Suffolk, IP1 1HZ. A list of members may be inspected at any of our offices. The term ‘Partner’ is used to refer to a Member of Birketts LLP.
