0001493152-24-040338 Sample Contracts

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • October 7th, 2024 • Eastside Distilling, Inc. • Beverages

This Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (this “Amendment”) dated October 7, 2024, is by and among Eastside Distilling, Inc., a Nevada corporation (“Eastside”), East Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Eastside (“Merger Sub”), and Beeline Financial Holdings, Inc., a Delaware corporation (“Beeline”) and together with Eastside and Merger Sub, the “Parties”).

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 7th, 2024 • Eastside Distilling, Inc. • Beverages

AMENDMENT dated and effective on October 7, 2024 (the “Amendment”) to the Executive Employment Agreement dated July 3, 2024 and effective as of January 1, 2024 (the “Employment Agreement”) by and between Eastside Distilling, Inc., a Nevada corporation (the “Company”) and Geoffrey Gwin (“Executive”).

EXHIBIT A TO Certificate of Designations, Preferences and Rights of the Series F Convertible Preferred Stock of Eastside Distilling, Inc.
Certificate of Designations, Preferences and Rights of the Series F Convertible Preferred Stock • October 7th, 2024 • Eastside Distilling, Inc. • Beverages

Eastside Distilling, Inc. (the “Company”) has entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, East Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Beeline Financial Holdings, Inc., a Delaware corporation (“Beeline”) pursuant to which the security holders of Beeline will be entitled to receive shares of convertible preferred stock of the Company. Capitalized words and terms not defined herein and are not descriptive shall have the meaning as set forth in Section 17 below.

EXHIBIT A TO Certificate of Designations, Preferences and Rights of the Series F-1 Convertible Preferred Stock of Eastside Distilling, Inc.
Certificate of Designations, Preferences and Rights of the Series F-1 Convertible Preferred Stock • October 7th, 2024 • Eastside Distilling, Inc. • Beverages

Eastside Distilling, Inc. (the “Company”) has entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, East Acquisition Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Beeline Financial Holdings, Inc., a Delaware corporation (“Beeline”) pursuant to which the security holders of Beeline will be entitled to receive shares of convertible preferred stock of the Company. Capitalized words and terms not defined herein and are not descriptive shall have the meaning as set forth in Section 17 below.

FIRST AMENDED & RESTATED DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • October 7th, 2024 • Eastside Distilling, Inc. • Beverages • Nevada
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