Exhibit
10.19


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY
CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.


 


FIRST
AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT


 


This
FIRST Amendment TO AMENDED AND RESTATED LICENSE AGREEMENT (the “First
Amendment”), is made and entered into effective this 6th day of December, 2019, by and between RICH MARKS, LLC,
a Delaware limited liability company (“Licensor”), REDNECK RIVIERA WHISKEY CO., LLC, a Tennessee limited
liability company (“Licensee”), JOHN D. RICH TISA TRUST U/A/D MARCH 27, 2018, DWIGHT P. WILES, TRUSTEE
(“Trust”), and EASTSIDE DISTILLING, INC. (“Former Licensee”).


 


Licensor,
Licensee, Former Licensee and Trust entered into that certain Amended and Restated License Agreement, dated May 31, 2018 (the
“Original Agreement”), and now desire to amend the Original Agreement as is set forth in this First Amendment.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth in this First Amendment, the adequacy and sufficiency
of which are hereby acknowledged, the parties hereto, each intending to legally be bound, do hereby covenant and agree as follows:


 


I.
Capitalized Terms. All terms used in this First Amendment with an initial capital letter that are not otherwise defined
herein shall have the meanings ascribed to such terms in the Original Agreement.


 


II.
Amendment to Section 20(c). Section 20(c) of the Original Agreement is hereby deleted in its entirety and the following
Section 20(c) is hereby inserted in lieu thereof:


 


“c.
IP Sale. In the event of a sale of the Authorized Property by Licensor during the Term (an ‘IP Sale’),
Licensor shall (or cause Trust to, as applicable) remit to Licensee:


 


	 	(i)	Upon the consummation of such IP Sale, fifty percent
(50%) of those out-of-pocket marketing expenses (and, for avoidance of doubt, not in respect of payments of Flat Fees) approved
by Licensor in each case in writing, which were expended by Licensee solely in promoting the Distilled Spirits Products hereunder
from the period commencing on the Effective Date and ending on the closing of the IP Sale (the ‘Marketing Reimbursement’),
except that, any marketing expenses incurred by Licensee after September 15, 2019 shall not include sales salaries and benefits
and only include out-of-pocket marketing expenses related to Redneck Riviera Whiskey; and




 




    	 	 	 



     


    

 


	 	(ii)	A sales bonus (the ‘Sales Bonus’)
based on the percentage set forth on Exhibit C attached hereto and hereby incorporated herein by this reference (the “Applicable
Percentage”) of the Net Purchase Price (as defined below), which is actually received by Licensor or Trust (without
duplication) as part such IP Sale, subject to the terms and conditions hereof. Notwithstanding the foregoing, the Applicable Percentage
shall only apply to that amount actually received at closing or, but subject to the below, based on an installment sale by Licensor
respecting the IP Sale and shall not include any amounts respecting artist endorsement or non-compete payments, costs and/or
expenses incurred in consummating the IP sale, taxes and the like, including any such amounts paid or owing to any unaffiliated
third party as part of, or in connection with, or paid to a third-party respecting indemnification claims made by the purchaser,
as part of or in connection with any such IP Sale (including through payments from holdbacks and/or escrows) (the ‘Net
Purchase Price’). Notwithstanding the foregoing, in the event the IP Sale was primarily sourced (e.g., if the purchaser
in the IP Sale is attributable to the sources and/or contacts of Licensor and/or its affiliates) through the efforts of Licensor,
the Net Purchase Price shall not include any amounts respecting earn-outs after the initial closing, pay-outs after the initial
closing, deferred payments and/or other similar payments based on future performance or successes of any kind or nature (the “Deferred
Payments”). Further, in the event that the foregoing purchase and sale also contemplates the sale of any other intellectual
property owned and/or held by Licensor and/or Artist, directly or indirectly (e.g., ‘REDNECK RIVIERA’ in IC 25), then
only that part of the Net Purchase Price directly and solely applicable and allocable to the Authorized Property actively under
license hereunder (e.g., the Initial Products only if Licensee is manufacturing and causing the active distribution of same at
the time of such IP Sale) shall be considered in computing the Sales Bonus hereunder in accordance with Exhibit C.




 


Notwithstanding
anything in this Section 20(c)(ii) to the contrary, no Deferred Payment amount will be excluded from the determination of Net
Purchase Price if the exclusion of same would result in Licensee receiving a Sales Bonus of less than [***]; provided, however,
in no event shall the total amount of Sale Bonus paid by Licensor or Trust as part of any IP Sale, if Licensee participated in
any Deferred Payment as a result of this paragraph, equal more than [***]. For example only, if the consideration payable in the
IP Sale equaled $[***], Licensee would be entitled to [***] ([***] times [***]%), irrespective of whether any portion of the Deferred
Payment would have otherwise been excluded from Net Purchase Price under this Section 20(c)(ii) (e.g., because of such Deferred
Payments).


 


iii.
Six Month Termination Window. Notwithstanding anything contained herein to the contrary, in the event that an IP Sale is
consummated during the Six Month Termination Window, Licensee shall not be entitled to any Sales Bonus or other amount whatsoever.”


 


III.
Amendment. The Original Agreement is hereby amended by deleting the chart title phrase “Bonus Amount Tier of
Net Purchase Price” on Exhibit C thereof in its entirety and hereby replacing such phrase with the chart title phrase “Amount
of Net Purchase Price” in lieu thereof.


 


IV.
Affirmation and Counterparts. Except as expressly amended herein, the Original Agreement, and each of the parties’
respective obligations, duties and responsibilities under the Original Agreement, shall remain in full force and effect. This
First Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one and the same instrument. Signatures transmitted by facsimile shall
be deemed an original.


 




    	 	2	 



     


    

 


By
signing below, the parties hereby acknowledge acceptance of the terms and conditions set forth in this First Amendment.


 


	LICENSOR:


 


RICH MARKS, LLC


	 	LICENSEE:

         

        REDNECK
        RIVIERA WHISKEY CO., LLC

	 	 	 	 
	By:	/s/
    John D. Rich	 	By:	/s/
    Lawrence Firestone
	 	(authorized
    signatory)	 	 	(authorized
    signatory)



 


	Print
    name:	John
    D. Rich	 	Print
    name:	Lawrence
    Firestone
	Title:	CEO	 	Title:	CEO


 


	TRUST:

                                                                      

                                                                     JOHN D. RICH TISA TRUST U/A/D MARCH 27, 2018, DWIGHT P. WILES, TRUSTEE 
	 	FORMER LICENSEE:

                                                                      

                                                                     EASTSIDE DISTILLING, INC.

	 	 	 
	By:
	/s/
    Dwight P. Wiles	 	By:
    	/s/
    Lawrence Firestone
	 	(authorized
    signatory)	 	 	(authorized
    signatory)



 


	Print
    name:	Dwight
    P. Wiles	 	Print
    name:	Lawrence
    Firestone
	Title:	Trustee	 	Title:	CEO


 




    	 	3	 



     


    

 


Exhibit
C


Applicable
Percentages


 


	Amount
    of Net Purchase Price**	 	Applicable
    Percentage
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


**For
clarity, the amounts in this table are not cumulative. For example only, if the Net Purchase Price equaled [***], the Sales Bonus
would be [***].


 




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