Exhibit 10.1


 


AMENDED
AND RESTATED EQUITY PURCHASE AGREEMENT


 


THIS
AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT entered into as of the 16th day of September, 2016 (this “AGREEMENT”),
by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (“INVESTOR”), and EVANS BREWING COMPANY,
INC., a Delaware corporation (the “COMPANY”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor,
from time to time as provided herein, and Investor shall purchase up to One Million Dollars ($1,000,000) of the Company’s
Common Stock (as defined below); and


 


WHEREAS,
the Company and the Investor previously entered into an Equity Purchase Agreement, dated June 23, 2016, which the parties amend
and restate in its entirety as set forth herein.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1DEFINED TERMS as used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined)


 


“AGREEMENT”
shall have the meaning specified in the preamble hereof.


 


“BY-LAWS”
shall have the meaning specified in Section 4.7.


 


“CLAIM
NOTICE” shall have the meaning specified in Section 9.3(a).


 


“CLEARING
DATE” shall be the date in which the Put Shares have been deposited into the Investor’s brokerage account.


 


“CLOSING”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“CLOSING
CERTIFICATE” shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 


“COMMITMENT
SHARES” shall have the meaning specified in Section 2.1(b).


 


“COMMITMENT
PERIOD” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which Investor
shall have purchased Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount or
(ii) the one-year anniversary of the Execution Date.


 


“COMMON
STOCK” shall mean the Company’s common stock, $0.0001 par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


  


“COMPANY”
shall have the meaning specified in the preamble to this Agreement.


 


“DAMAGES”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


  


“DISPUTE
PERIOD” shall have the meaning specified in Section 9.3(a).


 






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“EXCHANGE
ACT” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“EXECUTION
DATE” shall mean June 23, 2016.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“FLOOR
PRICE” shall have the meaning specified in Section 2.2(c).


 


“INVESTMENT
AMOUNT” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price.


 


“INDEMNIFIED
PARTY” shall have the meaning specified in Section 9.3(a).


 


“INDEMNIFYING
PARTY” shall have the meaning specified in Section 9.3(a).


 


“INDEMNITY
NOTICE” shall have the meaning specified in Section 9.3(b).


 


“INVESTOR”
shall have the meaning specified in the preamble to this Agreement.


 


“MARKET
PRICE” shall mean the lowest daily volume weighted average price on the Principal Market for any Trading Day during the Valuation
Period, as reported by Bloomberg Finance L.P.


 


“MATERIAL
ADVERSE EFFECT” shall mean any effect on the business, operations, properties, or financial condition of the Company that
is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to enter into and perform its obligations under any of this Agreement.


 


“MAXIMUM
COMMITMENT AMOUNT” shall mean One Million Dollars ($1,000,000).


 


“PERSON”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“PREFERRED
STOCK” shall mean the Company’s preferred stock, $0.0001 par value per share.


 


“PRINCIPAL
MARKET” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, OTCPink), or other principal exchange or recognized quotation system which is at the time the principal trading platform
or market for the Common Stock.


 


“PURCHASE
PRICE” shall mean 70% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement.


 


“PUT”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


“PUT
DATE” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“PUT
NOTICE” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares
with respect to which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“PUT
SHARES” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable
Put Notice in accordance with the terms and conditions of this Agreement.


 






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“REGISTERED
SECURITIES” shall mean the (a) Put Shares, (b) the Commitment Shares and (c) any securities issued or issuable with respect
to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise. As to any particular Registered Securities, once issued such securities
shall cease to be Registered Securities when (i) a Registration Statement has been declared effective by the SEC and such Registered
Securities have been disposed of pursuant to a Registration Statement, (ii) such Registered Securities have been sold under circumstances
under which all of the applicable conditions of Rule 144 are met, (iii) such time as such Registered Securities have been otherwise
transferred to holders who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel
to the Company, which counsel shall be reasonably acceptable to Investor (for which purposes it is agreed that the Company’s
counsel as of the Execution Date shall be deemed acceptable), such Registered Securities may be sold without registration under
the Securities Act or the need for an exemption from any such registration requirements and without any time, volume or manner
limitations pursuant to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act.


 


“REGISTRATION
STATEMENT” shall mean the Company’s effective registration statement on file with the SEC registering the resale of
the Registered Securities, and any follow up registration statement or amendment thereto.


 


“REGULATION
D” shall mean Regulation D promulgated under the Securities Act.


 


“RULE
144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities
Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SECURITIES
ACT” shall have the meaning specified in the recitals of this Agreement.


 


“SEC
DOCUMENTS” shall mean, as of a particular date, all reports and other documents filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the Company’s then most recently completed and reported fiscal year as of
the time in question (provided that if the date in question is within ninety days of the beginning of the Company’s fiscal year,
the term shall include all documents filed since the beginning of the preceding fiscal year).


 


“SHORT
SALES” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


  


“THIRD
PARTY CLAIM” shall have the meaning specified in Section 9.3(a).


 


“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.


 


“TRANSACTION
DOCUMENTS” shall mean this Agreement and the Registration Rights Agreement.


  


“VALUATION
PERIOD” shall mean the period of five (5) Trading Days immediately following the Clearing Date associated with the applicable
Put Notice during which the Purchase Price of the Common Stock is valued. Investor shall notify the Company in writing of the
occurrence of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following
such written notice from Investor.


  






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ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1           INVESTMENTS.


 



(a)          PUTS.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), on any Put Date
the Company may exercise a Put by the delivery of a Put Notice.


 


(b)          COMMITMENT SHARES. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor
25,000 shares of Common Stock as soon as reasonably practicable following the Execution Date.


 


Section
2.2           MECHANICS.


 


(a)          PUT NOTICE. At any time and from time to time during the Commitment Period, the Company may deliver a Put Notice to Investor,
subject to the conditions set forth in Section 7.2. On the Put Date the Company shall deliver to Investor’s brokerage account
the Put Shares referenced in the Put Notice.


 


(b) 
       DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered
on (i) the Trading Day it is received by email by Investor if such notice is received on or prior to 09:00 New York time, or (ii)
the immediately succeeding Trading Day if it is received by email after 09:00 New York time on a Trading Day or at any time on
a day which is not a Trading Day. The Valuation Period will commence on the Clearing Date.


 


(c)  
      FLOOR PRICE. If the Market Price per share of Common Stock is below $2.50 (the “Floor Price”) during an applicable
Valuation Period with respect to a Put Notice delivered by the Company, such Put Notice shall be automatically cancelled and no
Closing shall occur with respect to such Put.


 


Section
2.3           CLOSINGS. At the end of the Valuation Period the Purchase
Price shall be established; if the value of the Put Shares initially delivered to Investor is greater than the Maximum Commitment
Amount then immediately after the Valuation Period the Investor shall deliver to Company the Put Shares surplus associated with
such Put. Subject to Section 2.2(c) hereof, the Closing of a Put shall occur upon the first Trading Day following the completion
of the Valuation Period, whereby Investor shall deliver the Investment Amount, by wire transfer of immediately available funds
to an account designated by the Company. In addition, on or prior to such Closing Date, each of the Company and Investor shall
deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them
pursuant to this Agreement in order to implement and effect the transactions contemplated herein.


  


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


Investor
represents and warrants to the Company that:


 


Section
3.1           INTENT. Investor is entering into this Agreement for its
own account and Investor has no present arrangement (whether or not legally binding) at any time to sell the Registered Securities
to or through any person or entity; provided, however, that Investor reserves the right to dispose of the Registered Securities
at any time in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2          NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges
that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal
counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements
or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to
this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3          SOPHISTICATED INVESTOR. Investor is a sophisticated investor
(as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and
Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment
in the Registered Securities. Investor acknowledges that an investment in the Registered Securities is speculative and involves
a high degree of risk.


 






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Section
3.4          AUTHORITY. (a) Investor has the requisite power and authority
to enter into and perform its obligations under this Agreement and the transactions contemplated hereby in accordance with its
terms; (b) the execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action and no further consent or authorization of Investor or its partners
is required; and (c) this Agreement has been duly authorized and validly executed and delivered by Investor through its Managing
Member and constitutes a valid and binding obligation of Investor enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by other equitable principles of general application.


  


Section
3.5           NOT AN AFFILIATE. Investor is not an officer, director or
“affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.


 


Section
3.6          ORGANIZATION AND STANDING. Investor is a limited liability company
duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and
authority to own, lease and operate its properties and to carry on its business as now being conducted. Investor is duly qualified
and in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify would not have a material adverse effect on Investor.


 


Section
3.7           ABSENCE OF CONFLICTS. The execution and delivery of this
Agreement and any other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby
and thereby, and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on Investor, (b) violate any provision of any indenture, instrument or agreement
to which Investor is a party or is subject, or by which Investor or any of its assets is bound, or conflict with or constitute
a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require the
approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship
or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8           DISCLOSURE; ACCESS TO INFORMATION. Investor had an opportunity
to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information
with respect to the Company.


 


Section
3.9           MANNER OF SALE. At no time was Investor presented with or
solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation
or advertising.


 


Section
3.10         Estimates; Forward-Looking Statements.
The Investor acknowledges that any and all estimates or forward-looking statements or projections with which it may have been
provided (collectively, the “Information”) were prepared by the Company in good faith, but that the attainment of
any such projections, estimates or forward-looking statements cannot be guaranteed, will not be updated by the Company and should
not be relied upon.  The Investor further acknowledges that any and all Information regarding the historical performance
of the Company is not necessarily indicative of future performance.


 


Section
3.11           Trading Activities;
No Short Sales.   Neither the Investor nor any of its affiliates currently has an open short position in the
Common Stock.  Since the earlier of (a) such time when such Investor was first contacted by the Company or any other
person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date
hereof, neither such Investor nor any affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby,
(y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s
investments, including in respect of the Registered Securities, or (z) is subject to such Investor’s review or input concerning
such affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected
or agreed to effect any Short Sale, whether or not against the box, established any “put equivalent position” (as
defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without
limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to
or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Registered
Securities.


 






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ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


The
Company represents and warrants to Investor that, except as disclosed in the SEC Documents:


 


Section
4.1           ORGANIZATION OF THE COMPANY. The Company is a corporation
duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and
authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified
as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have
a Material Adverse Effect.


 


Section
4.2           AUTHORITY. (a) The Company has the requisite corporate power
and authority to enter into and perform its obligations under this Agreement and to issue the Put Shares; (b) the execution and
delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of
Directors or stockholders is required; and (c) this Agreement has been duly executed and delivered by the Company and constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.


 


Section
4.3          CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company consisted of 100,000,000 shares of
Common Stock, $0.0001 par value per share, of which 4,469,863 shares were issued and outstanding as of April 13, 2016, and 10,000,000
shares of Preferred Stock, $0.0001 par value per share, of which no shares were issued or outstanding as of April 13, 2016 . Except
as set forth on Schedule 4.3 or as set forth in the SEC Documents, there are no outstanding securities which are convertible into
shares of Common Stock, whether such conversion is currently exercisable or exercisable only upon some future date or the occurrence
of some event in the future. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized
and issued and are fully paid and non-assessable.


 


Section
4.4          COMMON STOCK. To the best of its knowledge, the Company is
in full compliance with all reporting requirements of the Exchange Act, and the Company has maintained all requirements for the
continued listing or quotation of the Common Stock, and such Common Stock is currently listed or quoted on the Principal Market
which is presently the OTCQB.


 


Section
4.5           SEC DOCUMENTS. The Company may make available to Investor
true and complete copies of the SEC Documents (including, without limitation, proxy information and solicitation materials). To
the Company’s knowledge, the Company has not provided to Investor any information that, according to applicable law, rule
or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed.
As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and
other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the
Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during
the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the
case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


 






    	 	6	 



     


    

 


Section
4.6           VALID ISSUANCES. When issued and paid for as herein provided,
the Put Shares shall be duly and validly issued, fully paid, and non-assessable. The sales of the Put Shares pursuant to this
Agreement, and the Company’s performance of its obligations hereunder, shall not (a) result in the creation or imposition of any
liens, charges, claims or other encumbrances upon the Put Shares, or any of the assets of the Company, or (b) entitle the holders
of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire the Common Stock or other securities
of the Company. The Put Shares shall not subject Investor to personal liability, in excess of the subscription price by reason
of the ownership thereof.


 


Section
4.7           NO CONFLICTS. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including without limitation
the issuance of the Put Shares, do not and will not (a) result in a violation of the Company’s Certificate of Incorporation
or By-Laws or (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would
become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
material agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement
to which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or
asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise materially
in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in
violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or
in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell
the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings that may be required
to be made by the Company subsequent to any Closing, or any registration statement that may be filed pursuant hereto); provided
that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.


 


Section
4.8           NO MATERIAL ADVERSE CHANGE. Since December 31, 2015 no event
has occurred that would have a Material Adverse Effect on the Company.


 


Section
4.9           LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in
the Company’s SEC filings, there are no lawsuits or proceedings pending or to the knowledge of the Company threatened, against
the Company, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which
would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, so far as
is known by the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect.


 


Section
4.10         DILUTION. The number of shares of Common Stock issuable as Put Shares
may increase substantially in certain circumstances, including, but not necessarily limited to, the circumstance wherein the Market
Price of the Common Stock declines during the period between the Execution Date and the end of the Commitment Period. The Company’s
executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement
and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith
business judgment that such issuance is in the best interests of the Company. The Company specifically acknowledges that its obligation
to issue the Put Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.


 


ARTICLE
V


COVENANTS
OF INVESTOR


 


Section
5.1           COMPLIANCE WITH LAW; TRADING IN SECURITIES. Investor’s trading
activities with respect to shares of the Common Stock will be in compliance with all applicable state and federal securities laws,
rules and regulations and the rules and regulations of FINRA and the Principal Market on which the Common Stock is listed or quoted.


 






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Section
5.2           SHORT SALES AND CONFIDENTIALITY. Neither Investor nor any
trading affiliate will execute any Short Sales during the period from the date hereof to the end of the Commitment Period. For
the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of
Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale.


 


Other
than to other Persons party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).


  


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1           RESERVATION OF COMMON STOCK. The Company will, from time
to time as needed in advance of a Closing Date, reserve and keep available until the consummation of such Closing, free of preemptive
rights sufficient shares of Common Stock for the purpose of enabling the Company to satisfy its obligation to issue the Put Shares
to be issued in connection therewith. The number of shares so reserved from time to time, as theretofore increased or reduced
as hereinafter provided, may be reduced by the number of shares actually delivered hereunder.


 


Section
6.2           LISTING OF COMMON STOCK. If the Company applies to have the
Common Stock traded on any other Principal Market, it shall include in such application the Put Shares, and shall take such other
action as is necessary or desirable in the reasonable opinion of Investor to cause the Common Stock to be listed on such other
Principal Market as promptly as possible. The Company shall use its commercially reasonable efforts to continue the listing and
trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets)
and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the FINRA
and the Principal Market.


 


Section
6.3           CERTAIN AGREEMENTS. So long as this Agreement remains in
effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor, enter into any other
equity line of credit agreement with a third party during the Commitment Period having terms and conditions substantially comparable
to this Agreement. For the avoidance of doubt, nothing contained in the Transaction Documents shall restrict, or require the Investor’s
consent for, any agreement providing for the issuance or distribution of (or the issuance or distribution of) any equity securities
pursuant to any agreement or arrangement that is not commonly understood to be an “equity line of credit.”


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PUT
NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1           CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO
ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to
the satisfaction of each of the conditions set forth below.


 


(a)          ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such
time.


 


(b)          PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.


  


Section
7.2           CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER
A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The right of the Company to deliver a Put Notice and the obligation
of Investor hereunder to acquire and pay for the Put Shares is subject to the satisfaction of each of the following conditions:


 






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(a)          EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for the sale
by Investor of the Registered Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or
has threatened to do so and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement
or related prospectus shall exist. 


 


(b)          ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct in
all material respects (except for representations and warranties specifically made as of a particular date), except for any conditions
which have temporarily caused any representations or warranties herein to be incorrect and which have been corrected with no continuing
impairment to the Company or Investor.


 


(c)          PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)          NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the
effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.


 


(e)          ADVERSE
CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely to have
a Material Adverse Effect has occurred.


 


(f)          NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC,
the Principal Market or the FINRA and the Common Stock shall have been approved for listing or quotation on and shall not have
been delisted from the Principal Market.


 


(g)          TEN
PERCENT LIMITATION. On each Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number
of such shares that, when aggregated with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially
owned by Investor, would result in Investor owning more than 9.99% of all of such Common Stock as would be outstanding on such
Closing Date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For
purposes of this Section, in the event that the amount of Common Stock outstanding as determined in accordance with Section 16
of the Exchange Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put
Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for
purposes of determining whether Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would
own more than 9.99% of the Common Stock following such Closing Date.


 


(h)          NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing such Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which such Put Notice is deemed delivered).


 


(i)          OTHER.
On the date of delivery of each Put Notice, Investor shall have received a certificate in substantially the form and substance
of Exhibit B hereto, executed by an executive officer of the Company and to the effect that all the conditions to such Closing
shall have been satisfied as at the date of each such certificate.


 






    	 	9	 



     


    

 


ARTICLE
VIII


LEGENDS


 


Section
8.1           PUT SHARES. No legend shall be placed on the share certificates representing
the Put Shares.


 


Section
8.2          COMMITMENT SHARES. Certificates evidencing the Commitment Shares shall not
contain a legend (i) while a registration statement covering the resale of such security is effective under the Securities Act,
(ii) following any sale of such Commitment Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC).


 


Section
8.3         INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any
way Investor’s obligations under any agreement to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1          NOTICES. Any and all notices or other communications or deliveries
to be provided by the Investor hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent
by a nationally recognized overnight courier service, addressed to the Company, at the address set forth below, or such other
facsimile number, email address, or address as the Company may specify for such purposes by notice to the Holder delivered in
accordance with this Section 9.1. Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight
courier service addressed to the Investor at the facsimile number or email address or address of the Investor set forth below.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the
email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next
Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or
later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required
to be given. The addresses for such communications shall be:


 


If
to the Company:


Evans
Brewing Company, Inc.


3815
S. Main Street


Santa
Ana, CA 92707


Attn:
Chief Executive Officer


 


If
to the Investor:


Kodiak
Capital Group, LLC


260
Newport Center Drive


Newport
Beach, CA 92660


info@kodiakfunds.com


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10)
days’ prior written notice of such changed address to the other party hereto.


 






    	 	10	 



     


    

 


Section
9.2           INDEMNIFICATION. Each party (an “Indemnifying Party”)
agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and
each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect
thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Indemnifying Party contained
in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state
securities law, as such Damages are incurred, except to the extent such Damages result primarily from Indemnified Party’s failure
to perform any covenant or agreement contained in this Agreement or Indemnified Party’s negligence, recklessness or bad faith
in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply
to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement
or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with
written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement,
any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented). 


 


Section
9.3          METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for
indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved as follows:


 


(a)          In
the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a person other than a party hereto or an affiliate thereof (a “THIRD
PARTY CLAIM”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,
and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that
is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “CLAIM NOTICE”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after
the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been
prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable
within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an
Indemnity Notice (as defined below) (the “DISPUTE PERIOD”) whether the Indemnifying Party disputes its liability or
the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole
cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)           If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted
by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with
the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party,
at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file
any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary
or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting
any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control,
any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except
as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim
at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party Claim.


 






    	 	11	 



     


    

 


(ii)          If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of
the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the
Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation.
The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant
to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


(iii)         If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to
the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party
shall be entitled to institute such legal action as it deems appropriate.


 


(b)          In
the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “INDEMNITY NOTICE”) with reasonable promptness to the Indemnifying Party.
The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the
extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails
to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the
claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed
a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the
Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect
to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such
dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 






    	 	12	 



     


    

 


(c)          The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d)          The
indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1         GOVERNING LAW; JURISDICTION. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the Company and the Investor shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Each of the Company
and Investor hereby submit to the exclusive jurisdiction of the United States Federal and state courts located in California with
respect to the the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein.


 


Section
10.2         JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial
by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any
matter arising out of or in connection with the Transaction Documents.


 


Section
10.3         ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit
of the Company and Investor and their respective successors. Neither this Agreement nor any rights of Investor or the Company
hereunder may be assigned by either party to any other person.


 


Section
10.4         THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit
of the Company and Investor and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.


 


Section
10.5         TERMINATION. The Company may terminate this Agreement at any time by
written notice to the Investor. Additionally, this Agreement shall terminate at the end of Commitment Period or as otherwise provided
herein; provided, however, that the provisions of Articles IX, and Sections 10.1 and 10.2 shall survive the termination of this
Agreement for a period of twenty four (24) months.


 


Section
10.6         ENTIRE AGREEMENT, AMENDMENT; NO WAIVER. This Agreement and the instruments
referenced herein contain the entire understanding of the Company and Investor with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the Company nor Investor makes any representation, warranty,
covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the party to be charged with enforcement.


 


Section
10.7         FEES AND EXPENSES. The Company agrees to pay its own expenses in connection
with the preparation of this Agreement and performance of its obligations hereunder. The Company shall pay all stamp or other
similar taxes and duties levied in connection with issuance of the Put Shares pursuant hereto.


 


Section
10.8         COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall be
enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same
instrument. This Agreement may be delivered to the other parties hereto by email of a copy of this Agreement bearing the signature
of the parties so delivering this Agreement.


 


Section
10.9         SEVERABILITY. In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic
benefit of this Agreement to any party.


 






    	 	13	 



     


    

 


Section
10.10       FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


Section
10.11       NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied
against any party.


 


Section
10.12       EQUITABLE RELIEF. The Company recognizes that in the event that it
fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be
inadequate relief to Investor. The Company therefore agrees that Investor shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


 


Section
10.13      TITLE AND SUBTITLES. The titles and subtitles used in this Agreement
are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.


 


Section
10.14      REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity relied
upon for the determination of the Market Price for the Common Stock on any given Trading Day for the purposes of this Agreement
shall be Bloomberg Finance L.P. or any successor thereto. The written mutual consent of Investor and the Company shall be required
to employ any other reporting entity.


 


Section
10.15       PUBLICITY. The Company and Investor shall consult with each other in
issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party
shall issue any such press release or otherwise make any such public statement without the prior written consent of the other
parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other parties with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of Investor without the prior written consent
of such Investor, except to the extent required by law. Investor acknowledges that this Agreement and all or part of the Transaction
Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and
that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under
the Securities Act or the Exchange Act. Investor further agrees that the status of such documents and materials as material contracts
shall be determined solely by the Company, in consultation with its counsel.


 


[-Signature
page follows-]








 






    	 	14	 



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


COMPANY:


 


EVANS
BREWING COMPANY, INC.


 


	By:	/s/
    Michael Rapport	 
	 	Name:
    Michael Rapport	 
	 	Title:   Chief
    Executive Officer	 


 


INVESTOR:


 


KODIAK
CAPITAL GROUP, LLC


 


	By:	/s/
    Ryan Hodson	 
	 	Name:
    Ryan Hodson	 
	 	Title:   Managing
    Member	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[-Signature
page to Amended and Restated Equity Purchase Agreement-]


 






    	 	15	 



     


    

 





EXHIBIT
A


 


FORM
OF PUT NOTICE


 


TO:
KODIAK CAPITAL GROUP, LLC


 


We
refer to the Amended and Restated Equity Purchase Agreement dated September 16, 2016 (the “Agreement”) entered into
by EVANS BREWING COMPANY, INC. (the “Company”) and you. Capitalized terms defined in the Agreement shall, unless otherwise
defined, have the same meaning when used herein.


 


We
hereby:


 


1)
Give you notice that we require you to purchase ______________ Put Shares;


 


2)
Certify that, as of the date hereof, to the best of our knowledge, the conditions set forth in Section 7.2 of the Agreement are
satisfied.


 


Date:
_____________, 20__


 


__________


By:


Name:


Title:


 






     

     


    

 


EXHIBIT
B


 


FORM
OF CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER OF EVANS BREWING COMPANY, INC.


 


Pursuant
to Section 7.2(j) of that certain Amended and Restated Equity Purchase Agreement dated September 16, 2016 (the “Agreement”)
by and between the Company and KODIAK CAPITAL GROUP, LLC (the “Investor”), the undersigned, in his capacity as the
Chief Executive Officer of EVANS BREWING COMPANY, INC. (the “Company”), and not in his individual capacity, hereby
certifies, as of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.          The
representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date
as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular
date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition
Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties of the Company set
forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or Investor;
and


 


2.          All
of the Company’s conditions to Closing set forth in Section 7.2 of the Agreement have been satisfied as of the Condition
Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the __________ day of ____________, 2016.


 


By:


Name:


Title: