UNDERWRITING AGREEMENT between EASTSIDE DISTILLING, INC. and ROTH CAPITAL PARTNERS, LLC as Representative of the Several Underwriters and AEGIS CAPITAL CORP. EASTSIDE DISTILLING, INC.Underwriting Agreement • August 10th, 2017 • Eastside Distilling, Inc. • Beverages • New York
The undersigned, Eastside Distilling, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Eastside Distilling, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC, as representative, joint lead underwriter, and joint bookrunner (hereinafter referred to as “you” (including its correlatives), “Roth,” or the “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner (“Aegis”), and with the other underwriters named on Schedule 1 hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), as follows:
ContractCommon Stock Purchase Warrant • August 10th, 2017 • Eastside Distilling, Inc. • Beverages • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN: (I) Roth Capital Partners, LLC (“Roth”), Aegis Capital Corp. (“Aegis”) or an underwriter or a selected dealer participating in the Offering; or (ii) a bona fide officer or partner of Roth or Aegis or of any such underwriter or selected dealer.
Warrant Agreement Between Eastside Distilling, Inc. And Pacific Stock Transfer companyWarrant Agreement • August 10th, 2017 • Eastside Distilling, Inc. • Beverages • Nevada
This Agreement is between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and Pacific Stock Transfer Company, a Nevada corporation (the “Warrant Agent”).
