0001788230-25-000105 Sample Contracts
COMMON STOCK PURCHASE WARRANT HERITAGE DISTILLING HOLDING COMPANY, INC.Common Stock Purchase Warrant • June 3rd, 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, at any time on or after the date (the “Initial Exercise Date”) on which the Company (defined below) has obtained stockholder approval, as required by Nasdaq Listing rule 5635(d), to issue the Warrant Shares (as defined below) and on or prior to 5:00 p.m., New York City Time, on February 21, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), a number of shares of Common Stock (“Warrant Shares”) 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 Section 1(c). Certain terms used in this Warrant are defined in Section 4 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2025 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of ______________________, between Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENT in connection with Heritage Distilling Holding Company, Inc. 500,000 Shares Series B Convertible Preferred Stock January 23, 2025Subscription Agreement • June 3rd, 2025 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
This Subscription Agreement (the “Agreement”) is executed by the undersigned (the “Subscriber”) in connection with the offering (the “Offering”) by Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), of up to 500,000 shares, plus an additional 250,000 shares to cover over-subscriptions, if any (the “Shares”), of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), of the Company at a purchase price of $10.00 per share. The terms of the Series B Preferred Stock are set forth in the Certificate of Designation of Series B Convertible Preferred Stock set forth in Addendum A attached hereto.