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:
FORM OF UNDERWRITER WARRANT]Eastside Distilling, Inc. • November 21st, 2018 • Beverages • New York
Eastside Distilling, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after May 19, 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), Sixty-One Thousand Seven Hundred Fifty (61,750) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the
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,...Eastside Distilling, Inc. • July 7th, 2017 • Beverages • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 16th, 2016 • Eastside Distilling, Inc. • Beverages • New York
SECURITY AND PLEDGE AGREEMENT, dated as of May 13, 2016 (this “Agreement”), made by Eastside Distilling, Inc., a Nevada corporation (the “Company”) (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Magna Equities II LLC, a New York limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Exchange Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2015 • Eastside Distilling, Inc. • Beverages • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2015, by and between EASTSIDE DISTILLING, INC., a NEVADA corporation, with headquarters located at 1805 S.E. MARTIN LUTHER KING JR. BLVD., PORTLAND, OR 97214 (the “Company”), and WWOD Holdings, LLC a New York corporation, with its address at 425 East 63rd St. Suite E4K, New York, NY 10065 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2015 • Eastside Distilling, Inc. • Services-advertising
This Agreement is made pursuant to those certain Subscription Agreements, dated as of the date hereof, between the Company and each Purchaser (the “Subscription Agreement”) and described in that certain Confidential Private Placement Memorandum, dated October 31, 2014.
EASTSIDE DISTILLING, INC. UNDERWRITING AGREEMENT 1,235,000 Shares of Common StockUnderwriting Agreement • November 21st, 2018 • Eastside Distilling, Inc. • Beverages • New York
Eastside Distilling, Inc. a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 1,235,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 185,250 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, by and among Eastside Distilling, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each an “Investor” and collectively “Investors”).
COMMON STOCK PURCHASE WARRANT EASTSIDE DISTILLING, INC.Exercise 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
EASTSIDE DISTILLING, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 2016 • Eastside Distilling, Inc. • Beverages • Nevada
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Eastside Distilling, Inc., a Nevada corporation (the “Company”), on the terms described below, with each Unit consisting of:
Eastside Distilling, Inc. and Subsidiaries Unaudited Pro Forma Combined Financial InformationEastside Distilling, Inc. • November 13th, 2019 • Beverages
On September 12, 2019, Eastside Distilling, Inc., a Nevada corporation (“Eastside”), and Intersect Beverage, LLC, a California limited liability company (“Intersect”), entered into an Asset Purchase Agreement (the “Agreement”). In accordance with the terms and subject to the conditions set forth in the Agreement, Eastside agreed to purchase substantially all of the assets of Intersect (the “Purchased Assets”), an importer and distributor of tequila and related products (the “Transaction”) under the brand name “Azuñia”. The following unaudited pro forma combined financial statements are based the historical consolidated financial statements of Eastside and adjusts such information to give effect of the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2017 • Eastside Distilling, Inc. • Beverages
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December __, 2016 between Eastside Distilling, Inc., a Nevada corporation (the “Company”) and the purchasers (the “Purchasers”) who have subscribed for units (the “Units”), each Unit consisting of one share of the Company’s common stock (the “Shares” and one common stock purchase warrant (the “Warrants,”) pursuant to the Confidential Private Placement Memorandum of the Company dated November 21, 2016 and accompanying Subscription Agreement (“Offering Materials”).
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 EASTSIDE DISTILLING, INC.Eastside Distilling, Inc. • October 25th, 2021 • Beverages • Nevada
THIS WARRANT (the “Warrant”) certifies that, for value received, Crater Lake Private Limited or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October __, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), up to 116,666 shares of Common Stock (“Warrant Shares”) having an expiration date four years after the date of issuance. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2015 • Eastside Distilling, Inc. • Beverages • Oregon
This EMPLOYMENT AGREEMENT, dated as of October 5, 2015 (this “Agreement”), by and between Steven Shum (“Executive”) and Eastside Distilling, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them on Annex I hereto.
WARRANT EASTSIDE DISTILLING, INC.Eastside Distilling, Inc. • August 5th, 2021 • Beverages • Nevada
THIS WARRANT (the “Warrant”) certifies that, for value received, [_______________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after Initial Exercise Date (as defined herein) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), up to __________ shares of Common Stock (“Warrant Shares”) having an expiration date five years after the Initial Exercise Date. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2019 • Eastside Distilling, Inc. • Beverages • Oregon
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 6, 2018 (the “Effective Date”), by and between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and Robert Manfredonia (“Executive”) (collectively, the “Parties”). The Parties had entered into (i) an Employment Agreement effective April 2, 2018, and (ii) a First Amendment to Employment Agreement effective October 5, 2018 (the “Prior Agreements”). This Agreement shall replace the Prior Agreements, and shall be deemed controlling and effective, except to the extent of representations made in the Prior Agreements, which shall survive indefinitely.
LOAN AGREEMENTLoan Agreement • April 17th, 2020 • Eastside Distilling, Inc. • Beverages • North Carolina
THIS LOAN AGREEMENT, made and entered into this 13 day of April , 2020, by and between Craft Canning + Bottling, LLC (collectively, “Borrower”) and Live Oak Banking Company (“Lender”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 13th, 2018 • Eastside Distilling, Inc. • Beverages • Tennessee
This AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), dated as of this 31st day of May, 2018 (“Effective Date”), is entered into 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., a corporation organized under the laws of the State of Nevada (“Former Licensee”).
OFFICE LEASEOffice Lease • March 28th, 2019 • Eastside Distilling, Inc. • Beverages • Oregon
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2021, by and among Eastside Distilling, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2016 • Eastside Distilling, Inc. • Beverages • Oregon
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September __, 2016, by and among Eastside Distilling, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan • November 25th, 2014 • Eurocan Holdings Ltd. • Services-advertising
This Agreement and Plan of Merger (the “Agreement”), is made as of the 19th day of November, 2014, by and between Eurocan Holdings, Ltd. a Nevada corporation (“Parent”) and Eastside Distilling, Inc., a Nevada corporation (“Subsidiary”).
ContractEastside Distilling, Inc. • September 22nd, 2016 • Beverages • Oregon
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EASTSIDE DISTILLING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EUROCAN HOLDINGS, LTD. SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2015 • Eastside Distilling, Inc. • Services-advertising • Nevada
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of shares (“Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of Eurocan Holdings, Ltd., a Nevada corporation (the “Company”), on the terms described below
LEASE TERMINATION AGREEMENTLease Termination Agreement • February 13th, 2017 • Eastside Distilling, Inc. • Beverages
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made as of January 31, 2017, by and between PJM BLDG. II LLC, an Oregon limited liability company (“Landlord”), and Eastside Distilling, LLC, an Oregon limited liability company (“Tenant”).
SECOND Amendment to Employment AGREEMENTEmployment Agreement • November 10th, 2016 • Eastside Distilling, Inc. • Beverages
This Second Amendment to Employment Agreement (the “Second Amendment”), effective as of November 4, 2016, is between Eastside Distilling, Inc., a Nevada corporation (the “Company”), and Steven Earles (the “Executive”).
NW Flex Space Lease AgreementFlex Space Lease Agreement • March 28th, 2019 • Eastside Distilling, Inc. • Beverages • Oregon
This Warehouse Space Lease Agreement (this “Lease”) is entered into by and between NW Flex Space LLC, an Oregon limited liability company (“Lessor”), and Motherlode LLC, an Oregon Limited Liability Corporation (“Lessee”). Lessor is the tenant under that certain Lease Agreement with Financial Growth Technologies LLC, an Oregon limited liability company (“Master Lessor”) dated November 1st, 2016 (the “Master Lease”) for that certain property located at 2000 SE Hanna Harvester Dr., Milwaukie, OR 97222 (the “Property”). Lessee desires to sublease certain space at the Property from Lessor. Lessor is willing to sublease that space to Lessee on the terms and conditions set fort in this NW Flex Space Lease Agreement (this “Lease”).
SPECIALTY LEASE AGREEMENT Type RSpecialty Lease Agreement type R • February 11th, 2015 • Eastside Distilling, Inc. • Services-advertising
This Specialty Lease Agreement (“Agreement”) is made as of this 20th day of January, 2015, by and between PPR Washington Square LLC, a Delaware Limited Liability Company (the “Landlord”) and Eastside Distilling, LLC, a Oregon Limited Liability Company DBA: Eastside Distilling (the “Tenant”), based on the following facts and circumstances:
ASSIGNMENT OF MEMBERSHIP INTERESTS PURSUANT TO MERGER, ASSUMPTION OF OBLIGATIONS, AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY AGREEMENT AND ADMISSION OF SUBSTITUTED MEMBEREastside Distilling, Inc. • March 14th, 2017 • Beverages • Oregon
THIS PURCHASE AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ASSUMPTION OF OBLIGATIONS, AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY OPERATING AGREEMENT AND ADMISSION OF SUBSTITUTED MEMBER (the “Agreement”) is made and entered into as of March 8, 2017, by and among Allen Barteld, an individual residing in the State of Oregon (the “Manager” and “Assignor”), Eastside Distilling, Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 1805 SE Martin Luther King Jr. Blvd., Portland, Oregon 97214 (“Assignee”), and Motherlode, LLC, a limited liability company organized and existing under the laws of the State of Oregon with its principal place of business at 2150 SE Hanna Harvester Drive, Milwaukie, OR 97222 (the “Company”). Assignee, Assignor and the Company are referred to, individually, as a “Party” and, collectively, as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • April 23rd, 2021 • Eastside Distilling, Inc. • Beverages • Nevada
This SECURITY AGREEMENT, dated as of April 19, 2021 (this “Agreement”) is entered into by and among Eastside Distilling, Inc., a Nevada corporation (“Obligor”), and the holders of the Notes (as defined below) (collectively, the “Secured Parties”) under the Purchase Agreement (defined below).
AMENDMENT AGREEMENTAmendment Agreement • April 19th, 2016 • Eastside Distilling, Inc. • Beverages
This Amendment Agreement (this “Agreement”) is entered into as of April 14, 2016, by and between Eastside Distilling, Inc., a Nevada corporation with offices located at 1805 SE Martin Luther King Jr. Blvd., Portland, Oregon 97214 (the “Company”), WWOD Holding, LLC, a New York limited liability company (“WWOD”) and MR Group I LLC, a New York limited liability company (the “Investor”), with reference to the following facts:
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”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 14th, 2018 • Eastside Distilling, Inc. • Beverages • Nevada
THIS CREDIT AND SECURITY AGREEMENT, dated as of May 10, 2018 (this “Agreement”), is by and between EASTSIDE DISTILLING, INC., a Nevada corporation (“Borrower”) and The KFK Children’s Trust, Jeffrey Anderson - Trustee (the “Lender”).
