TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 27th, 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 27th, 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 27th, 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 27th, 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 27th, 2013 • Truett-Hurst, Inc. • Beverages • New York
TRUETT-HURST, INC. [2,902,557] Shares of Class A Common Stock $0.001 par value per share PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • New York
Truett-Hurst, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to an aggregate of [2,250,000] shares (the “Company Shares”) of Class A common stock, par value $0.001 per share (the “Common Stock”), to investors (collectively, the “Investors”) in a public offering. The stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”) propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Investors an aggregate of [652,557] shares (the “Selling Stockholder Shares” and, together with the Company Shares, (the “Shares”) of Common Stock. The obligations of the Company and the Selling Stockholders contained herein are several and not joint. The Company desires to engage you as its placement agents (the “Placement Agents”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 27th, 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").
AGREEMENTRecapitalization Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • California
This agreement (the “Agreement”) is made as of March 26, 2013 (the “Effective Date”), by and between H.D.D. LLC, a limited liability company organized and existing under the laws of California (“HDD”), Truett-Hurst, Inc., a Delaware corporation (“Truett”), and the Carroll-Obremskey Revocable Family Trust (“Carroll”) (hereinafter referred to collectively as the “Parties”).
AGREEMENTIntellectual Property Agreement • March 27th, 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").
