COMMON STOCK PURCHASE WARRANT EASTSIDE DISTILLING, INC.Warrant Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages • California
THIS CERTIFIES THAT, for value received, TQLA, LLC, a California limited liability company or its registered assigns, is entitled to purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, that number of shares of common stock of the Company par value $0.0001 per share (“Common Stock”) equal to forty percent (40%) of the aggregate principal amount then outstanding under that Secured Promissory Note dated as of the date hereof in favor of TQLA, LLC (the “Note”) as of the Effective Date (as defined below) divided by the lesser of (a) the volume-weighted average closing price in U.S. dollars for the Common Stock of the Company for the twenty (20) consecutive trading days immediately preceding the Effective Date or (b) 90% of the per share price paid by any investor that purchases shares of Common Stock in any equity financing consummated while the Note remains outstanding (such price
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages
This FIRST Amendment TO AMENDED AND RESTATED LICENSE AGREEMENT (the “First Amendment”), is made and entered into effective this 6th day of December, 2019, by and between RICH MARKS, LLC, a Delaware limited liability company (“Licensor”), REDNECK RIVIERA WHISKEY CO., LLC, a Tennessee limited liability company (“Licensee”), JOHN D. RICH TISA TRUST U/A/D MARCH 27, 2018, DWIGHT P. WILES, TRUSTEE (“Trust”), and EASTSIDE DISTILLING, INC. (“Former Licensee”).
CFO CONSULTING AGREEMENTCfo Consulting Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages • Colorado
CFO CONSULTING AGREEMENT dated as of March 2, 2020 (this “Agreement”), between Eastside Distilling, Inc., a Oregon corporation (the “Company”), and Glenn Stuart Schreiner doing business as GSS Consulting, LLC. (the “Consultant”).
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages
THIS FACTORING AND SECURITY AGREEMENT is made as of 2/4/2019 by and between Eastside Distilling, Inc., a Nevada Corporation (“Seller”) and ENGS COMMERCIAL CAPITAL, LLC (“Purchaser”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Exclusive Purchase Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages
EXCLUSIVE PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN THE BUSINESS CORPORATION NAMED AGAVEROS UNIDOS DE AMATITAN, S.A. DE C.V. REPRESENTED ON THIS OCCASION BY ITS SOLE DIRECTOR AND C.E.O. SALVADOR RIVERA CARDONA, HEREINAFTER “THE SELLER”, AND THE BUSINESS CORPORATION NAMED INTERSECT BEVERAGE, LLC., REPRESENTED ON THIS OCCASION BY ITS LEGAL REPRESENTATIVE
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENTAssignment, Assumption and Consent Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages
This ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (the “Agreement”) is made and entered into as of September __, 2019, among Intersect Beverage, LLC, a California limited liability company (“Assignor”), Eastside Distilling, Inc., a Nevada corporation (“Assignee”), and Agaveros Unidos de Amatian, S.A. de C.V., a Mexican corporation of Amatian, Mexico (“Agaveros”).
LOAN AGREEMENTLoan Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages • New York
THIS LOAN AGREEMENT (“Loan Agreement” or “Agreement”) is made this 15th day of January, 2020, by and between Eastside Distilling Inc., a Nevada corporation, whose address is 1001 SE Water Avenue, Suite 390, Portland, OR 97214 (“Eastside”), MotherLode LLC, an Oregon limited liability company, whose address is 1001 SE Water Avenue, Suite 390, Portland, OR 97214 (“MotherLode”), Big Bottom Distilling, LLC, an Oregon limited liability company, whose address is 1001 SE Water Avenue, Suite 390, Portland, OR 97214 (“Big Bottom”), Craft Canning + Bottling, LLC, an Oregon limited liability company, whose address is 1001 SE Water Avenue, Suite 390, Portland, OR 97214 (“Craft”), Redneck Riviera Whiskey Co., LLC, a Tennessee limited liability company, whose address is 1001 SE Water Avenue, Suite 390, Portland, OR 97214 (“Redneck”) and Outlandish Beverages LLC, an Oregon limited liability company, whose address is 1001 SE Water Avenue, Suite 390, Portland, OR 97214 (“Outlandish” and together with Ea
ContractWarrant Agreement • March 30th, 2020 • Eastside Distilling, Inc. • Beverages • New York
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.
