展覽品4.8

在2026年9月至2029年9月之間到期的未行使認股權形式

此證券，以及可行使此證券的證券，均未在證券交易委員會或任何州證券委員會注冊，係基於免除1933年證券法（加訂修訂版）（「證券法」）註冊的豁免條款，因此可能不得以除在依據證券法生效的註冊聲明或可以依據證券法可行使豁免條款，或者根據可行使豁免條款的交易進行出售，並且符合適用州的證券法。此證券以及此證券可行使的證券可能連同其中的證券一併抵押在與證券有關的良善邊際賬戶或其他掛名該等證券授權貸款的情況下。

普通股票購買權證

遺產蒸餾控股有限公司，INC。

本普通股購買認股權證（」認股證」) 證明，對於收到的價值， ，或其指派（」持有人」)，有權按照條款及 受行動限制（包括但不限於本文第 1 (e) 條）及以下所述的條件下， 在普通股的 VWAP 日期或之後的任何時間，每股面值 0.0001 美元（」普通股」)， 文化蒸餾控股有限公司（」公司」) 在連續十（10）個交易日的任何期間等於 或超過 []¹ 在首次公開招股中出售普通股的價格（」初始 練習日期」）以及在 [] 之前或之前² 截止日期週年 首次公開招股的（」終止日期」)，但之後不能從本公司訂閱和購買，最高達 []³ 普通股股份 (」認股證股份」)。根據本認股證之一（1）股普通股的購買價格須 等於第 1 (b) 節所定義的行使價。本文使用的某些大寫字詞在本文第 5 節中定義。

(a) 行使認股權本認股權憑證應僅於初始行使日期或之後生效且可行使，在初始行使日期之前，本認股權憑證概不具有效力。在第1(e)條所規定的限制下，可以全數或部分行使本認股權憑證所代表的購買權，於初始 行使日期至終止日期之間的任何時間，藉由遞交 d` 如果這裡面的字都壞了一確實執行的附件的行使通知書(或電郵附件)給公司(或公司可能指定 通知書所指定的其他公司辦事處或機構，寫給註冊持有人持有的位址公司的簿冊上)並於該行使通知書交予公司的五(5)個交易日內，公司應已收到用美國銀行轉帳或商票支付已購買的股份的總行使價款。不需要原件的行使通知，也不需要對任何行使通知書的保證章(或其他類型的保證章或公證)。儘管本中有任何條文與之相反，持有人無需在購買其可在其下購買的所有認股權憑證股份後，而認股權憑證已全數行使在 這種情況下對公司交出此認股權憑證，並於最終行使通知書交給公司的五(5)個交易日內將此認股權憑證交還給公司取消。部分行使本認股權憑證導致購買可在本合約下購買的全部認股權憑證股 份的一部分，將有降低本合約下可購買的認股權憑證股份的已發行股份數的效果，須等於已購買的適用認股權憑證股份數。持有人和公司應記錄顯示已購買的認股權憑證股份和日期的記錄。公司應於收到此類通知的三(3)個業務日內對任何行使通知提出異議。 持有人及任何受讓人在接受本認股權時，承認並同意，根據本段的規定，根據本證券之購買後，在此之下的一部分認股權股份，此時購買之認股權股份數量可能小於此上面所述金額。

(b) 行使價格本認股權之每股普通股行使價格應為每股IPO售出的公開發行價格，根據本協議第2條進行調整。行使價格，根據第2條進行調整。

(c) 無現金股票行使. 除非適用第1(e)條所規定的限制，本認股權亦可透過“無現金行使”方式全部或部分行使，認股人將有權獲得一定數量的認股股份，其計算公式為 [(A-B) (X)] ÷ (A)，其中:

若根據本第1(c)條發行認股權股份，雙方承認並同意，根據證券法第3(a)(9)條，認股權股份應具有被行使的認股權的特性，並且被行使的認股權的持有期可能算入認股權股份的持有期。 公司同意不採取任何違反本第1(c)條的立場。

(d) 運動力學.

i. 行使期權時的認股權份額交付。 根據本協議書購買的認股權股份將通過把股份存入或撤出Custodian系統，由代理轉讓給持有人，並將持有人或其指定的結餘賬戶通過其Deposit或Withdrawal在存託人信託公司的賬戶信用。如果公司當時參與該系統，且(A)有許可向持有人發行認股權股份或轉售認股權股份的有效登記聲明，或者(B)認股權股份符合根據144條規定免除成交量或銷售方式限制而可以由持有人轉售，則將認股權股份裝訂在公司的股份登記冊上，以持有人或其指定者的名義注冊，並按照持有人在行使通知中指定的日期交付日期的五(5)個交易日後交付給公司的緊註給定的地址。行使通知則為“交付日期”。認股權股份將被視為已發行，並自認股權已行使之日，該持有人或任何其他人士被稱為已成為該等股份的記錄持有人，所有任何目的，向公司支付行使價格(或如果允許，進行無現金行使)，以及在發行此等股份之前，持有人按照第1(d)(v)條要求支付的所有稅款。DWAC如果公司當時參與該系統，並且(A)有許可向持有人發行認股權股份或轉售認股權股份的有效登記聲明，或者(B)認股權股份符合根據144條規定免除成交量或銷售方式限制而可以由持有人轉售，則認股權股份將可以透過將認股權股份發送至持有人或其指定者名義的公司股份登記簿中、以該持有人在行使通知中指定的地址進行物理交付，按照行使日後5個(5)個交易日交付至公司的通知行使(稱為“交付日期”)。認股權股份交付日期認股權股份被視為已發行，且名稱指定的持有人或其他任何人士被視為在認股權行使日，向公司支付行使價款(或如果允許，無現金行使)，以及在發行此等股份前由持有人支付的所有稅項，根據第1(d)(v)條規定。

ii. 行使後新Warrants的交付如果本Warrant部分行使，公司應根據持有人的要求，並在交付Warrant Shares時，交付一份新Warrant，以證明持有人購買本Warrant所要求的未購買Warrant Shares的權利，該新Warrant在其他所有方面應與本Warrant完全相同。

iii. 撤銷權利如果公司未能按第1(d)(i)節的規定，要求轉讓代理在權證股份交付日期之前將權證股份傳送給持有人，則持有人有權撤銷該項行使。

iv. 沒有 碎股或代用股. 在行使本Warrant時，不得發行任何碎股或代表碎股的憑證。對於持有人在此行使中本可購買的股份的任何部分，公司的選擇是， 要麼支付現金調增，金額等於該部分乘以行使價格，要麼向上取整到下一個完整股份。

v. 費用， 稅款和支出發行認股權證股份時，持有人無需承擔任何發行或轉讓稅或其他相關費用，所有這些稅費均由公司支付，且該認股權證股份應以持有人的名義或由持有人指定的其他名稱發行； 提供, 然而, 如果Warrant Shares需要以持有人的名字之外的名字發行，則該Warrant在交回行使時，要附上由持有人簽署的附帶轉讓表格，且公司可能要求作爲控制項支付一筆足夠的金額，以補償它因任何相關的轉讓稅而產生的費用。公司應支付任何行使通知當日處理所需的所有過戶代理費用，以及所需的所有費用給進行同日電子交付Warrant Shares的存管信託公司（或其他執行類似功能的清算公司）。

vi. 關閉 賬簿. 公司將不會以任何阻止及時行使本Warrant的方式關閉其股東賬簿或記錄，遵循本條款。

(e)  i. Holding Requirement. Notwithstanding the foregoing, the Holder may only exercise this Warrant so long as, following the IPO and on the Initial Exercise Date, the Holder has continuously held at the Transfer Agent in book entry form (A) all of the shares of Common Stock registered in the name of the Holder at the close of business on May 31, 2023 (the “Subject Shares”), or B) a number of shares of Common Stock equal or greater than the number of shares of Common Stock registered in the name of the Holder at the close of business on May 31, 2023 comprised of (x) Subject Shares or (y) shares of Common Stock purchased by the Holder or an Affiliate of the Holder in the IPO that have been delivered to and held by the Transfer Agent in book entry form in the name of the Holder on or prior to December 31, 2025 (the “Substitute Shares”). In addition to having the Substitute Shares sent to the Transfer Agent, Holder shall complete the form of Exhibit C (the “Substitute Shares Confirmation Form”) and deliver it to the Company upon such substitution. In the event that prior to the Initial Exercise Date any number of Subject Shares are transferred out of the name of the Holder on the books of the Transfer Agent without an equal or greater number of Substitute Shares having already been sent to and continuously held in book entry form by the Transfer Agent for the account of the Holder (a “Restricted Transfer”), this Warrant shall immediately terminate without any further action on the part of the Holder or the Company, the Holder shall no longer have the right to exercise this Warrant and this Warrant shall be deemed voided and no longer effective. The restriction on transferring of the Subject Shares or Substitute Shares out of the name of the Holder on the books of the Transfer Agent shall not apply to: (i) an administrative transfer by the Holder of the Subject Shares or Substitute Shares from one custodian account to another held and owned by or for the benefit of the Holder, so long as the Subject Shares or Substitute Shares remain in book entry form at the Transfer Agent (for example if Subject Shares or Substitute Shares are held in trust as part of an IRA, 401(k) or similar custodial account for IRS compliance purposes), (ii) the transfer by Holder in name only for the Subject Shares or Substitute Shares to a trust for the benefit of Holder or Holder’s estate, so long as the trust or estate are bound by and follow the terms of this Warrant and the Subject Shares or Substitute Shares remain in book entry form at the Transfer Agent, (iii) the disposition of shares to an heir as part of Holder’s estate, so long as the heir is bound by and follows the terms of this Warrant and the Subject Shares remain in book entry form at the Transfer Agent, (iv) the transfer of Subject Shares or Substitute Shares as part of a valid and final divorce decree, so long as the recipient of the Subject Shares or Substitute Shares is bound by and follows the terms of this Warrant and the Subject Shares or Substitute Shares remain in book entry form at the Transfer Agent, or (v) the transfer of any Subject Shares in the event Holder has previously sent an equal or greater number of Substitute Shares to the Transfer Agent to be held in book entry form under the same terms and conditions as set forth herein for the Subject Shares. Upon a proper substitution of Substitute Shares for Subject Shares, the Substitute Shares shall take on the form and role of the original Subject Shares and shall be subject to the same requirements and limitations upon the Subject Shares contained herein.

ii. Holder acknowledges that if Holder completes any Restricted Transfer of Subject Shares or Substitute Shares: (i) Holder shall have sole responsibility for determining if any change in the status of the Subject Shares or Substitute Shares constitutes a Restricted Transfer; (ii) such Restricted Transfer will cause the termination of this Warrant and any other similar Company Warrants issued to Holder as a shareholder of record as of May 31, 2023 that are tied to the Subject Shares or Substitute Shares that were held by the Holder; and (iii) Holder shall hold the Company, its officers, directors, other stockholders, agents, and advisors harmless for any loss sustained from the termination of this Warrant or similar Warrants issued as a result of Holder’s Restricted Transfer.

iii. Nothing in this Warrant shall require Holder to refrain from engaging in a Restricted Transfer, provided, Holder acknowledges that such Restricted Transfer will results in the termination of this Warrant and any similar Warrants tied to the Subject Shares or Substitute Shares that would result from such Restricted Transfer, as described herein.

(f)    i. Proof of Subject Shares or Substitute Shares Holdings. If at any time the Transfer Agent notifies Company that Holder has executed instructions resulting in a Restricted Transfer of the Subject Shares or Substitute Shares, the Warrant termination provisions herein shall automatically become effective.

II. Upon exercise of this Warrant, Holder may request that that Holder demonstrate to the satisfaction of the Company that the Subject Shares or Substitute Shares have been the continuously held in the name of the Holder in book entry form at the Transfer Agent up through the date in which this Warrant is exercised, and Company shall be under no obligation to acknowledge the exercise of the Warrant or issue any shares resulting from such exercise until such proof has been provided.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

(b) Reserved.

(c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 2(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, upon the exercise of this Warrant, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

(e) Reserved.

(f) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(g) Notice to Holder.

i. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that, following the closing of the IPO, any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

(h) Notwithstanding the provisions of Section 2(a) through 2(g) above, whenever any event requiring an adjustment to the Exercise Price or the number of shares issuable upon exercise of this Warrant shall occur prior to the date on which the Exercise Price or the number of shares issuable upon exercise of this Warrant shall be determined pursuant to the terms of this Warrant, such adjustment shall be effected upon the determination of the Exercise Price or number of shares, as the case may be, and any notice thereof to the Holder required by Section 2(g) shall thereafter be promptly provided to the Holder pursuant to Section 2(g).

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 3(d) hereof, (i) on or after the Initial Exercise Date, or (ii) on the date of a transfer allowed under Section 1(e)(i), this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. On or after the Initial Exercise Date, or solely to assist with the types of transfers allowed under Section 1(e)(i), this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

(d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, make usual and customary representations as to investment intent to the Company, and (iii) shall remain subject to the limitations of the Restricted Transfers of the Subject Shares or Substitute Shares herein.

(e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(d)(i), except as expressly set forth in Section 2.

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized Shares.

i. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

ii. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

iii. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the State of Delaware as they are applied to contracts executed, delivered and to be wholly performed within the State of Washington.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and if the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any notice, request or other document required or permitted to be given or delivered to the either party to the other shall be delivered in by recognized overnight courier, facsimile or email. Notice to the Holder shall be given to the address of the Holder set forth in the stock records of the Company. Notice to the Company shall be given as follows:

Heritage Distilling Holding Company, Inc.

9668 Bujacich Road

Gig Harbor, WA 98332

Attn: Chief Executive Officer

Email: stockholder.info@heritagedistilling.com

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(k) Amendment. No provision of this Warrant may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. In the event the Company needs to change the form of this Warrant or a key term contained herein, to improve the treatment of such Warrants on the Company’s balance sheet, the Holder agrees to modify or amend such Warrant to allow the Company to achieve the purpose of the improved balance sheet position.

(l) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(m) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(a) In addition to the terms defined elsewhere in this Warrant the following terms have the meanings set forth in this Section 5(a):

“Affiliate” means (a) with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with, such person or entity, and (b) with respect to any natural person, any spouse or lineal descendant of such person, and in each case, any trust therefor.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing Price” means, with respect to any Trading Day, the last quoted price of the Common Stock on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg.

“Common Stock Equivalents” means any securities of the Company or of the Company’s subsidiaries that would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock.

“IPO” means the consummation of the first underwritten public offering of Common Stock under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the Cboe BZX Exchange, Inc. (or any successors to any of the foregoing).

“Transfer Agent” means Heritage Distilling Holding Company, Inc., the current transfer agent of the Company, with a mailing address of 9668 Bujacich Road, Gig Harbor, Washington 98332, and any successor transfer agent of the Company.

“VWAP” means, with respect to any security for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as determined by the board of directors of the Company. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

EXHIBIT A

NOTICE OF EXERCISE

TO: HERITAGE DISTILLING HOLDING COMPANY, INC.

(1) The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of lawful money of the United States.

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE OF HOLDER]

Name of Investing Entity:                                                                                        

Signature of Authorized Signatory of Investing Entity:                                           

Name of Authorized Signatory:                                                                             

Title of Authorized Signatory                                                                                

Date:                                                                                                                            

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

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EXHIBIT C

SUBSTITUTE SHARES CONFIRMATION FORM

(To substitute shares purchased in the Company initial public offering for Legacy Shares held in book entry form on the books of the Transfer Agent.)

With my signature below I certify that I purchased _____________ numbers of shares of common stock as part of the Company’s initial public offering and I am sending them to the Transfer Agent to be held in book entry form by the Transfer Agent to be substituted for __________ number of Legacy Shares of the Company’s common stock: