0001641172-25-022916 Sample Contracts

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.
Security Agreement • August 11th, 2025 • Heritage Distilling Holding Company, Inc. • Beverages • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE 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 the date of issuance hereof (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • August 11th, 2025 • Heritage Distilling Holding Company, Inc. • Beverages

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 11, 2025, by and between Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Issuer”), and the undersigned investor (“Subscriber”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2025 • Heritage Distilling Holding Company, Inc. • Beverages

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 11, 2025, by and among Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”) and the purchasers identified on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below).

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FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.
Security Agreement • August 11th, 2025 • Heritage Distilling Holding Company, Inc. • Beverages • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____________________] or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time on or after the Issue Date until this Warrant is exercised in full, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 3(a).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 11th, 2025 • Heritage Distilling Holding Company, Inc. • Beverages • New York
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COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.
Common Stock Purchase Warrant • August 11th, 2025 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware

THIS COMMON STOCK PURCHASE 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, including, without limitation, the receipt by the Company (as defined below) of the approval of its stockholders of the issuance of this Warrant as required by o Nasdaq Listing Rule 5635(c), at any time on or after the Exercise Trigger Date (as defined in Section 4 below) and on or prior to 5:00 p.m., New York City Time, on August __, 2030 (the “Automatic Exercise Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), a number of shares (the “Warrant Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), as shown above. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in S

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