Exhibit
10.33


 


ASSIGNMENT,
ASSUMPTION AND CONSENT AGREEMENT


 


This
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (the “Agreement”) is made and entered into as of September __,
2019, among Intersect Beverage, LLC, a California limited liability company (“Assignor”), Eastside Distilling,
Inc., a Nevada corporation (“Assignee”), and Agaveros Unidos de Amatian, S.A. de C.V., a Mexican corporation
of Amatian, Mexico (“Agaveros”).


 


WHEREAS,
Assignor and Agaveros are parties to that certain Contract to Buy and Sell, dated January 2, 2013, as amended and restated by
that certain Exclusive Purchase Agreement between the parties dated as of August 16, 2019 (as amended, the “Agaveros
Agreement”);


 


WHEREAS,
Assignor and Assignee are parties to that certain Asset Purchase Agreement dated as of September __, 2019 (the “Purchase
Agreement”), pursuant to which Assignee has purchased the Purchased Assets (as defined in the Purchase Agreement), Assigned
Contracts (as defined in the Purchase Agreement), and Assumed Liabilities (as defined in the Purchase Agreement);


 


WHEREAS,
one of the Assigned Contracts and Assumed Liabilities is the Agaveros Agreement;


 


WHEREAS,
under the Agaveros Agreement, Agaveros must give written consent to any assignment of the Agaveros Agreement; and


 


WHEREAS,
Agaveros has agreed to consent to the assignment contemplated under this Agreement and desires to provide such consent.


 


NOW,
THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


 


1.
Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth
in the Purchase Agreement.


 


2.
Assignment and Assumption of Agaveros Agreement. Subject to the terms and conditions of the Purchase Agreement, effective
as of the Closing (the “Effective Time”):


 


a.
Assignor hereby sells, assigns, transfers, conveys, and delivers (collectively, the “Assignment”) to Assignee
all of Assignor’s right, title, benefit, privileges and interest in and to the Agaveros Agreement, as an Assigned Contract
and Assumed Liability with respect to obligations arising after the Effective Time, in accordance with and subject to the terms
of the Purchase Agreement; and


 


b.
Assignee hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions
and covenants, and to pay and discharge all of the liabilities of Assignor to be observed, performed, paid or discharged, in each
case, to the extent arising at and from the Effective Time, in connection with the Agaveros Agreement, as an Assigned Contract
and Assumed Liability in accordance with the Purchase Agreement.


 




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3.
Consent by Agaveros.


 


a.
As required under Section 6 of the Agaveros Agreement, by its signature below, Agaveros hereby irrevocably consents to the assignment
of the Agaveros Agreement to Assignee as contemplated under the Purchase Agreement.


 


b.
Agaveros acknowledges and agrees that the requirements of the Agaveros Agreement with respect to the Assignment, including any
requirements under Section 6 and any requirement that Assignee enter into a separate agreement with Agaveros, are hereby satisfied.


 


c.
Agaveros acknowledges and agrees that the Assignment shall be effective as of the Closing, and at such time, the Agaveros Agreement
shall remain in full force and effect.


 


4.
Acknowledgement. Agaveros and Assignor hereby acknowledge, agree, represent and warrant that as of the Effective Time:


 


	 	a.	The
    Agaveros Agreement is in full force and effect; and
	 	 	 
	 	b.	Each
    of Agaveros and Assignor have fulfilled all of their respective obligations under the Agaveros Agreement and are not aware
    of any breach of the Agaveros Agreement by the other party. Agaveros and Assignor understand and agree that Assignee shall
    not assume any Liability under the Agaveros Agreement to the extent arising prior to the Effective Time. 


 


5.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	 	ASSIGNOR:
	 	 
	 	INTERSECT
    BEVERAGE, LLC
	 	 
	 	By:	/s/
    Patrick J. Kilkenny
	 	Name:	Patrick
    J. Kilkenny
	 	Title:	President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	EASTSIDE
    DISTILLING, INC.
	 	 	 
	 	By:	/s/
    Steven Shum
	 	Name:	Steven
    Shum
	 	Title:	Interim
    Chief Executive Officer and Chief Financial Officer
	 	 	 
	 	AGAVEROS:
	 	 
	 	AGAVEROS
    UNIDOS DE AMATIAN, S.A. DE C.V.
	 	 	 
	 	By:	/s/
    Salvador Rivera Cardona
	 	Name:	Salvador
    Rivera Cardona
	 	Title:	Chief
    Executive Officer


 




    	 SIGNATURE PAGE – ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT