THIRD AMENDED AND RESTATED OPERATING AGREEMENT DATED AS OF JUNE 19, 2013Operating Agreement • June 25th, 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 June 19, 2013 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
EXCHANGE AGREEMENTExchange Agreement • June 25th, 2013 • Truett-Hurst, Inc. • Beverages • New York
TRUETT-HURST, INC. 2,700,000 Shares of Class A Common Stock $0.001 par value per share PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 25th, 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 2,700,000 shares (the “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 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).
REGISTRATION RIGHTS AGREEMENT OF TRUETT-HURST, INC. Dated as of June 19, 2013Registration Rights Agreement • June 25th, 2013 • Truett-Hurst, Inc. • Beverages • New York
This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of June 19, 2013, by and among Truett-Hurst, Inc., a Delaware corporation (the “Company”), and the Covered Persons (defined below) from time to time party hereto.
ESCROW AGREEMENTEscrow Agreement • June 25th, 2013 • Truett-Hurst, Inc. • Beverages • New York
These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 25th, 2013 • Truett-Hurst, Inc. • Beverages • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of June 19, 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).
