TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [__], 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 28th, 2015 • Truett-Hurst, Inc. • Beverages • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 6, 2015, between H.D.D. LLC, a California limited liability company, with its chief executive office located at 125 Foss Creek Circle, Healdsburg, California 95448 (the “Borrower”) and Bank of the West, a California banking corporation, with an address of 6873 N. West Ave., Suite 102, Fresno, California 93711 (the “Lender”).
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).
October 2, 2012 James D. Bielenberg Healdsburg, CA 95448 Dear Mr. Bielenberg:Master Equipment Financing Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • California
The members of the Direct Equipment Finance Department are pleased that H.D.D. LLC has chosen Bank of the West to provide equipment financing and we look forward to servicing your transaction. Enclosed are the following documents for execution:
LEASELease • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • California
THIS LEASE (the "Lease"), dated as of February 8, 2011, is made by and between HAMBRECHT WINE GROUP L.P., a California limited partnership ("Landlord") and H.D.D. LLC, a California limited liability company ("Tenant").
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).
ESCROW AGREEMENTEscrow Agreement • April 15th, 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.
FOREIGN EXCHANGE NOTETruett-Hurst, Inc. • March 11th, 2013 • Beverages • California
This Note is made and entered into between the undersigned H.D.D. LLC, a California limited liability company (the "Borrower") and Bank of the West (together with its successors and assigns, the "Lender") and is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated of even date herewith (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
EQUIPMENT PURCHASE LINE OF CREDIT NOTETruett-Hurst, Inc. • March 11th, 2013 • Beverages
This Note is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated of even date herewith (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
AGREEMENTAgreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
This Agreement is dated for reference purposes the 24th day of August, 2012, and is entered into by and among H.D.D. LLC, a California limited liability company ("HDD") and West Coast Paper Company, dba WCP Solutions, a Washington corporation ("WCP").
SECURITY AGREEMENT (TRADEMARK)Security Agreement (Trademark) • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
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.
MODIFICATION AGREEMENTModification Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
This MODIFICATION AGREEMENT (this "Agreement") is entered into as of October 3, 2012, between H.D.D. LLC, a California limited liability company, with an address of 5610 Dry Creek Road, Healdsburg, California 95448 (the "Borrower") and Bank of the West, a California banking corporation with an address of 700 Main Street, Suite 212, Napa, California 94559 (the "Lender").
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of August 1, 2012, is made by and between BRANDON STAUBER ("Seller") and H.D.D. LLC, a California limited liability company ("Buyer").
TERM NOTETerm Note • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
This Note is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated of even date herewith (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
Royalty Payment AGREEMENTRoyalty Payment Agreement • August 16th, 2018 • Truett-Hurst, Inc. • Beverages • Washington
This Royalty Payment Agreement (“Royalty Agreement”) is made this 1st day of September, 2018 (“Effective Date”), by and between Precept Brands LLC, a Washington limited liability company (“Precept”) and H.D.D. LLC, a California limited liability company (“HDD” or “Seller”), who are sometimes individually referred to herein as a “Party” and sometimes collectively referred to herein as the “Parties”.
AGREEMENTAgreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • California
This agreement (the “Agreement”) is made as of March 26, 2013 (the “Effective Date”), by and between H.D.D. LLC, a limited liability company organized and existing under the laws of California (“HDD”), Truett-Hurst, Inc., a Delaware corporation (“Truett”), and the Carroll-Obremskey Revocable Family Trust (“Carroll”) (hereinafter referred to collectively as the “Parties”).
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.
Company letterhead]Truett-Hurst, Inc. • January 7th, 2019 • Beverages
CONDITIONAL WAIVER LETTERTruett-Hurst, Inc. • May 10th, 2017 • Beverages
CONDITIONAL WAIVER LETTERTruett-Hurst, Inc. • May 10th, 2017 • Beverages
MASTER LOAN AND MEMBERSHIP AGREEMENTMaster Loan and Membership Agreement • February 14th, 2019 • Truett-Hurst, Inc. • Beverages
This Master Loan and Membership Agreement (the "Master Agreement") is entered into and made effective this December 17, 2018 by H.D.D. LLC, a California limited liability company (collectively, whether one or more, "Borrower") and American AgCredit, ACA ("ACA") and/or any of its now or hereinafter existing subsidiaries (collectively, "Subsidiaries"). As of the date of this Master Agreement, Subsidiaries are American AgCredit, FLCA ("FLCA") and American AgCredit, PCA ("PCA").
TRADEMARK CO-OWNERSHIP AGREEMENTCo-Ownership Agreement • November 4th, 2013 • Truett-Hurst, Inc. • Beverages • California
This TRADEMARK CO-OWNERSHIP AGREEMENT ("Agreement"), dated October 29, 2013 (the "Effective Date"), is made by and between H.D.D., LLC, a California limited liability company ("HDD") and Daryl R. Groom, an individual residing in Healdsburg, CA ("Groom").
AGREEMENTAgreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages
This Agreement is dated for reference purposes the 24th day of August, 2012, and is entered into by and among H.D.D. LLC, a California limited liability company ("HDD") and West Coast Paper Company, dba WCP Solutions, a Washington corporation ("WCP").
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).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of August 1, 2012, is made by and between BRANDON STAUBER ("Seller") and H.D.D. LLC, a California limited liability company ("Buyer").
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • May 15th, 2018 • Truett-Hurst, Inc. • Beverages • California
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made by and between Evan B. Meyer (“Meyer”) and Truett-Hurst, Inc., including its predecessors, successors, affiliates, parents, subsidiaries, and related entities (the “Company”) (collectively, with Meyer, the “Parties”).
SUPPLY OF GOODS AGREEMENTSupply of Goods Agreement • March 11th, 2013 • Truett-Hurst, Inc. • Beverages
Offices also in : Cambridge, Chelmsford and Norwich Birketts LLP is registered in England under no. OC317545 and authorised and regulated by the Solicitors Regulation Authority. Registered office at: 24-26 Museum Street, Ipswich, Suffolk, IP1 1HZ. A list of members may be inspected at any of our offices. The term ‘Partner’ is used to refer to a Member of Birketts LLP.
Company letterhead]Truett-Hurst, Inc. • October 15th, 2018 • Beverages
MODIFICATION AGREEMENTModification Agreement • September 12th, 2017 • Truett-Hurst, Inc. • Beverages • California
This MODIFICATION AGREEMENT (this “Agreement”) is entered into as of August 17, 2017, between H.D.D. LLC, a California limited liability company, with an address of 125 Foss Creek Circle, Healdsburg, California 95448 (the “Borrower”) and Bank of the West, a California banking corporation with an address of 6873 N. West Ave., Suite 102, Fresno, California 93711 (the “Lender”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 16th, 2018 • Truett-Hurst, Inc. • Beverages • California
This Transition Services Agreement (the "Agreement") is made and entered into on this 13th day of August, 2018 (the “Effective Date”), by and among Precept Brands LLC, a Washington limited liability company (“Precept”), on the one hand, and Truett-Hurst, Inc., a Delaware corporation (“Truett”) and H.D.D. LLC, a California limited liability company (“HDD” or “Seller”), on the other hand. Precept, Truett and HDD are sometimes referred to herein collectively as the “Parties” and sometimes referred to individually as a “Party”. All terms not defined herein shall have the same meanings ascribed to them in the Asset Purchase Agreement (as defined below).
