First Amendment to the Amended and Restated License Agreement with Rich Marks, LLC

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:

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.

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

Exhibit C

Applicable Percentages

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