Exhibit
10.2


 


Execution
Version

 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, by and among Eastside Distilling,
Inc., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each an “Investor”
and collectively “Investors”).


 


R
E C I T A L S


 


WHEREAS,
pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the
“Purchase Agreement”), the Investors in the aggregate are purchasing up to Two Million Five Hundred Thousand (2,500,000)
shares (the “Preferred Shares”) of the Company’s Series B Preferred Stock, $0.0001 par value per share (the
“Series B Preferred Stock”), which Preferred Shares are convertible into shares (“Conversion Shares”)
of the Company’s common stock, par value $0.0001 per share (“Common Stock”) pursuant to the terms and conditions
set forth in the Certificate of Designation of Series and Determination of Rights and Preferences of its Series B Preferred Stock (the
“Certificate”) with an initial conversion price of $3.10, and in connection with the purchase of such Shares, each
Investor shall receive a warrant (a “Warrant”), in the form annexed hereto as Exhibit A, to purchase a number of shares
of Common Stock (“Warrant Shares”) equal to 17.5% of the number of Conversion Shares initially underlying the Preferred
Shares issued to such Investor, at an exercise price equal to $3.75;


 


WHEREAS,
pursuant to the Purchase Agreement, the Company and the Investors agreed to cooperate in good faith to enter into a registration rights
agreement granting to the Investors demand and piggyback registration rights with respect to the Conversion Shares underlying the Preferred
Shares and the Warrant Shares underlying the Warrants delivered pursuant to the Purchase Agreement (collectively, the “Securities”);
and


 


WHEREAS,
in connection with the Purchase Agreement, the Company and the Investors desire to define certain registration rights (“Registration
Rights”) with respect to the Securities on the terms and subject to the conditions herein set forth.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:


 


ARTICLE
1

DEFINITIONS


 


Section
1.1 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Affiliate”
(and any plural thereof) shall mean as to any Person, any other Person which, directly or indirectly, is in control of, is controlled
by, or is under common control with, the first Person (including all Persons or entities that at any time prior to the termination of
this Agreement become Affiliates of any person referred to in this Agreement). A Person shall be deemed to control another Person if
the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of
the other Person, whether through the ownership of voting securities, by contract, or otherwise;


 




    	 



     


    

 


“Agreement”
shall have the meaning set forth in the Preamble hereof;


 


“Associate”
(and any plural thereof) has the meaning ascribed to such term under Rule 12b-2 promulgated by the Commission under the Exchange Act
and shall include all persons or entities that at any time prior to the Termination of this Agreement become Associates of any person
or entity referenced in this Agreement;


 


“Beneficial
Ownership” and terms of similar import shall be as defined under and determined pursuant to Rule 13d-3 promulgated under the
Exchange Act;


 


“Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act;


 


“Common
Stock” shall have the meaning set forth in the Recitals hereof;


 


“Company”
shall have the meaning set forth in the Preamble hereof;


 


“Conversion
Shares” shall have the meaning set forth in the Recitals hereof;


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended (or any successor act), and the rules and regulations promulgated
thereunder;


 


“FINRA”
shall mean the Financial Industry Regulatory Authority;


 


“Holder”
shall mean (a) each Investor, its Affiliates or Associates (solely in their capacity as holders of Registrable Securities), and (b) any
Permitted Assignees under Section 3.5 hereof;


 


“Indemnified
Party” shall have the meaning set forth in Section 2.5(c) hereof;


 


“Indemnifying
Party” shall have the meaning set forth in Section 2.5(c) hereof;


 


“Investor”
shall have the meaning set forth in the Preamble hereof;


 


“Issuer
Free Writing Prospectus” shall mean an “Issuer Free Writing Prospectus” as defined in Rule 433 under the Securities
Act, relating to an offer of Registrable Securities;


 


“Losses”
shall have the meaning set forth in Section 2.5(a) hereof;


 


“Other
Stockholders” shall mean Persons who by virtue of agreements with the Company (other than this Agreement) are entitled to include
their securities in any registration of the offer or sale of securities pursuant to the Securities Act;


 


“Participating
Holders” shall mean any Holders participating in a Registration relating to the Registrable Securities;


 


“Permitted
Assignees” shall have the meaning set forth in Section 3.5 hereof;


 


“Person”
shall mean an individual, partnership, joint-stock company, corporation, trust or unincorporated organization, and a government or agency
or political subdivision thereof;


 




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“Piggyback
Registration” shall have the meaning set forth in Section 2.2(a) hereof;


 


“Piggyback
Registration Notice” shall have the meaning set forth in Section 2.2(a)(i) hereof;


 


“Preferred
Shares” shall have the meaning set forth in the Recitals hereof;


 


“Prospectus”
shall mean the prospectus (including any preliminary, final or summary prospectus) included in any Registration Statement, all amendments
and supplements to such prospectus and all other material incorporated by reference in such prospectus;


 


“Purchase
Agreement” shall have the meaning set forth in the Recitals hereof;


 


“Qualifying
Employee Stock” shall mean (a) rights and options issued under employee benefits plans of the Company or any predecessor or
otherwise to employees in compensation arrangements approved by the Board of Directors of the Company or any predecessor and any securities
issued after the date hereof upon exercise of such rights and options and options issued to employees of the Company or any predecessor
as a result of adjustments to options in connection with the reorganization of the Company or any predecessor, and (b) restricted stock,
restricted stock units and other such equity-linked securities and awards issued after the date hereof under employee benefit plans and
securities issued after the date hereof in settlement thereof, if any;


 


“Register”,
“Registered” and “Registration” shall mean a registration effected by preparing and (a) filing
a Registration Statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and
the declaration or ordering of effectiveness of such Registration Statement, or (b) filing a Prospectus and/or prospectus supplement
in respect of an appropriate effective Registration Statement;


 


“Registrable
Securities” shall mean (a) the Securities acquired by any Holder pursuant to the Purchase Agreement and (b) any securities
of the Company or its Affiliates issued as a dividend or other distribution with respect to, or in exchange for or in conversion, exercise
or replacement of or offered wholly or partly in any tender or exchange offer in consideration of any Registrable Securities described
in (a); provided that as to any particular Registrable Securities, such securities shall cease to qualify as Registrable Securities for
purposes of this Agreement upon the earliest to occur of: (i) the date on which such securities are disposed of pursuant to an effective
Registration Statement under the Act; (ii) the date on which such securities are sold pursuant to Rule 144; (iii) with respect to the
Registrable Securities held by any Holder, 90 days after the date in which such Holder or its Affiliates or Associates is an Affiliate
of the Company, assuming at such time the Holder has held the Registrable Securities it intends to sell for at least six months and the
Holder is permitted to sell such Registrable Securities under Rule 144(b)(1); and (iv) the date on which such securities shall have ceased
to be outstanding;


 


“Registration
Expenses” shall have the meaning set forth in Section 2.3 hereof;


 


“Registration
Rights” shall have the meaning set forth in the Recitals hereof;


 




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“Registration
Statement” shall mean any registration statement of the Company on Form S-3 that covers Registrable Securities pursuant to
the provisions of this Agreement filed with, or to be filed with, the Commission under the rules and regulations promulgated under the
Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective
amendments, and all exhibits, financial information and all material incorporated by reference in such registration statement;


 


“Rule
144”; “Rule 144A” shall mean Rule 144 and Rule 144A, respectively, under the Securities Act (or any successor
provisions then in force);


 


“security”,
“securities” shall have the meaning set forth in Section 2(a)(1) of the Securities Act;


 


“Securities”
shall have the meaning set forth in the Recitals hereof;


 


“Securities
Act” shall mean the Securities Act of 1933, as amended (or any successor statute thereto), and the rules and regulations promulgated
thereunder;


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such
dealer’s market-making activities;


 


“Underwriters’
Maximum Number” shall mean, for any Piggyback Registration, that number of securities to which such registration should, in
the opinion of the managing Underwriter(s) of such registration, in the light of marketing factors (including an adverse effect on the
per share offering price), be limited;


 


“Underwritten
Offering Piggyback Notice” shall have the meaning set forth in Section 2.1(b) hereof;


 


“Warrant
Shares” shall have the meaning set forth in the Recitals hereof; and


 


“Warrants”
shall have the meaning set forth in the Recitals hereof.


 


ARTICLE
2

REGISTRATION RIGHTS


 


Section
2.1 Registration Statements. The Company agrees that, within thirty (30) calendar days following the final Closing Date
(as defined in the Purchase Agreement) (the “Filing Date”), the Company will file with the Commission (at the Company’s
sole cost and expense) a Registration Statement registering the resale of the Registrable Securities and the Company shall use its commercially
reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later
than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review”
the Registration Statement) following the final Closing Date and (ii) the 10th business day after the date the Company is notified (orally
or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not
be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Company’s
obligations to include the Registrable Securities in the Registration Statement with respect to any Investor are contingent upon (1)
such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such
Investor and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect
the Registration of the Registrable Securities, and (2) the execution and delivery to Company by such Investor of such documents in connection
with such Registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any
customary blackout or similar period or as permitted hereunder. For purposes of clarification, any failure by the Company to file the
Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve
the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 2.1. Such Registration
Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416),
such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities.


 




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Section
2.2 Piggyback Registration.


 


(a)
If the Company shall determine to register the offer or sale of any of its capital stock either (x) for its own account, (y) for the
account of any Holder or (z) for the account of Other Stockholders (other than (i) a registration relating solely to Qualifying Employee
Stock, (ii) a registration relating solely to a Rule 145 transaction under the Securities Act or otherwise made in connection with mergers,
acquisitions, exchange offers, subscription offers or dividend reinvestment plans, or (iii) a registration on any registration form which
does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration
statement) (each such registration not withdrawn or abandoned prior to the effective date thereof being herein called a “Piggyback
Registration”), the Company will, subject to the conditions set forth in this Section 2.2:


 


(i)
promptly, but in any event not less than two (2) business days in the event of an “overnight” offering or “bought”
deal) prior to filing the applicable Registration Statements, give to each of the Holders a written notice thereof (the “Piggyback
Registration Notice”); and


 


(ii)
subject to Section 2.2(b) below and any transfer restrictions any Holder may be a party to, include in such Piggyback Registration
(and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by the Holders. Such written request must specify the specific amount of
the Holders’ Registrable Securities for which inclusion is requested and the intended method of disposition thereof and shall be
received by the Company within two (2) business days in the case of an “overnight” offering or “bought” deal)
after written notice from the Company is given under Section 2.2(a)(i) above. If any Holder makes such written request, the Holder
may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter,
if any, at any time at least two (2) business days prior to the effective date of the Registration Statement relating to such Piggyback
Registration. If any Holder requests inclusion in a Piggyback Registration pursuant to this Section 2.2 in connection with a distribution
of Registrable Securities to its partners or members, the Piggyback Registration shall provide for the resale by such partners or members,
if requested by such Holder.


 




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(b)
Underwriting. If the Piggyback Registration of which the Company gives notice is for a registered public offering involving
an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2.2(a)(i)
above (the “Underwritten Offering Piggyback Notice”). In such event, the right of each of the Holders to a Piggyback
Registration pursuant to this Section 2.2 shall be conditioned upon such Holders’ participation in such underwriting and
the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein. The Holders whose Registrable
Securities are to be included in such Piggyback Registration shall (together with the Company and any Other Stockholders distributing
their securities through such underwriting) enter into an underwriting agreement in customary form for secondary public offerings with
the managing underwriter or underwriters selected for underwriting by the Company; provided, however, that such underwriting agreement
shall not provide for indemnification or contribution obligations on the part of any Holder or Other Stockholder greater than the obligations
of the Holders under Section 2.3(b) or Section 2.3(e) except as may be customary and reasonable.


 


(c)
Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten Registration, and the managing Underwriter(s)
shall give written advice to the Company of an Underwriters’ Maximum Number, then securities will be included in the following
order of priority: (i) equity securities proposed to be included in such Piggyback Registration by the Company for its own account, and
(ii) if the Underwriters’ Maximum Number exceeds the number of securities proposed to be included pursuant to clause (i), then
such excess, up to the Underwriters’ Maximum Number shall first be deducted from any shares to be included by Other Stockholders
and to the extent such amount is insufficient, then shares shall be deducted from the amount sold by Participating Holders.


 


Section
2.3 Expenses of Registration. Except as otherwise provided in this Agreement, all expenses incurred by the Company incidental
to the Company’s performance of or compliance with this Agreement (the “Registration Expenses”), including (a)
all Registration and filing fees (including (i) with respect to Company filings required to be made with the Commission, all applicable
securities exchanges and/or FINRA and (ii) compliance with securities or blue sky laws including any fees and disbursements of counsel
for the underwriter(s) in connection with blue sky qualifications of the Registrable Securities); (b) word processing, duplicating and
printing expenses; (c) messenger, telephone and delivery expenses; (d) fees and disbursements of counsel for the Company; (e) fees and
disbursements of the Company’s independent certified public accountants (including, without limitation, the fees and disbursements
in connection with any “comfort” letters pursuant to Section 2.4(j) of this Agreement), other special experts, retained
by the Company, shall be borne by the Company. The Company shall, in any event, pay the expenses of any annual audit or quarterly review,
the expenses of any liability insurance, the expenses and fees for listing the Registrable Securities to be registered on the applicable
securities exchange. All fees and disbursements of counsel to any Holder(s), the expenses of any liability insurance obtained by any
Holder(s) and transfer taxes incurred in connection with the offering of any Registrable Securities shall be borne by the Participating
Holder(s). Any other provisions of this Agreement notwithstanding, if a registration request is withdrawn at the request of the Holder(s),
then the Holder(s) responsible for such request shall pay all Registration Expenses incurred in connection with such registration unless
the withdrawal of such request is the result of any act or omission by the Company that occurs after the date on which such request was
made, and which, based on the reasonable determination of the managing underwriter(s), would have a material adverse effect on the offering
of the Registrable Securities.


 




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Section
2.4 Registration Procedures. In the case of each Registration effected by the Company subject to this Article 2,
the Company will keep the Holders advised in writing as to the initiation of each Registration and, to the best of knowledge thereof,
as to the completion thereof. At its expense, the Company will:


 


(a)
as promptly as practicable, prepare and file with the Commission such pre- and post-effective amendments to such Registration Statement,
supplements to the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be (i) reasonably requested
by the Participating Holder(s) (if any), (ii) reasonably requested by any other Participating Holder (to the extent such request relates
to information relating to such Participating Holder), or (iii) necessary to keep such Registration effective for the period of time
required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition
of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition
by the sellers thereof set forth in such Registration Statement;


 


(b)
notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing
and provide copies of the relevant documents, as promptly as practicable after notice thereof is received by the Company (i) when the
applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or
Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (ii) to the extent any of the following relates
to the Participating Holders or information supplied by the Participating Holders, of any written comments by the Commission or any request
by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement,
Prospectus or Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of such Registration Statement or any order by the Commission or any other regulatory authority preventing
or suspending the use of any Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings for
such purposes and (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(c)
promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the
happening of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement
(as then in effect) or any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary in order to make the statements therein (in the case of such Prospectus or any Issuer
Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, and when any Issuer Free Writing Prospectus
includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason the
Company shall have determined in good faith it necessary during such time period to amend or supplement such Registration Statement,
Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably
practicable thereafter, prepare and file with the Commission, and furnish without charge to the Participating Holders and the managing
underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Issuer Free Writing Prospectus
which shall correct such misstatement or omission or effect such compliance;


 




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(d)
use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any Prospectus
or any Issuer Free Writing Prospectus;


 


(e)
deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including
each preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Participating Holder
or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing
Prospectus and any amendment or supplement thereto by such Holder and the underwriters, if any, in connection with the offering and sale
of the Registrable Securities thereby) and such other documents as such Participating Holder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities by such Participating Holder or underwriter;


 


(f)
on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register
or qualify the offer or sale of the Registrable Securities covered by such Registration Statement under such other securities or blue
sky laws of such jurisdictions in the United States as any Participating Holder reasonably (in light of such Participating Holder’s
intended plan of distribution) requests and do any and all other acts and things that may be reasonably necessary or advisable to enable
such Participating Holder to consummate the disposition of the Registrable Securities owned by such Participating Holder pursuant to
such Registration Statement;


 


(g)
make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and
scope as are customarily made by issuers in underwritten public offerings;


 


(h)
in connection with an underwritten offering, enter into such customary agreements (including underwriting and indemnification agreements)
and take such other customary and appropriate actions as the Participating Holder(s) or the managing underwriter, if any, reasonably
requests in order to expedite or facilitate the Registration and disposition of such Registrable Securities;


 


(i)
use its commercially reasonable efforts to obtain for delivery to the managing underwriter, if any, an opinion or opinions from counsel
for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the
closing under the underwriting agreement, in form and substance as is customarily given to underwriters in an underwritten secondary
public offering;


 




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(j)
in the case of an underwritten offering, use commercially reasonable efforts to obtain for delivery to the Company and the managing underwriter,
if any, a “comfort” letter from the Company’s independent certified public accountants in form and substance as is
customarily given by independent certified public accountants in an underwritten secondary public offering as may be reasonably requested;


 


(k)
cooperate with each Participating Holder and the underwriters, if any, of such Registrable Securities and their respective counsel in
connection with any filings required to be made with FINRA;


 


(l)
use its commercially reasonable efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed
or quoted on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar
securities issued by the Company are then listed if the listing of such securities is then permitted under the rules of such exchange
and trading system;


 


(m)
cooperate with the Participating Holders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates
(or non-physical certificates, such as through the use of The Depositary Trust Company’s Direct Registration System), with requisite
CUSIP numbers, representing Registrable Securities to be sold and not bearing any restrictive legends;


 


(n)
in the case of an underwritten offering, make reasonably available the appropriate officers of the Company to participate in the customary
“road show” presentations that may be reasonably requested by the managing underwriter in any such underwritten offering
and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts
related thereto;


 


(o)
use its commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or
sale of Registrable Securities, including with respect to the transfer of physical security instruments into book-entry form in accordance
with any procedures reasonably requested by the Holders or any managing underwriter(s);


 


(p)
if requested by any Participating Holder, cause the Company’s transfer agent to deliver a statement to such Participating Holder’s
clearing broker on the date on which the applicable Registration Statement is declared effective, in form and substance satisfactory
to such Participating Holder, indicating that the Registration Statement has been declared effective and is usable for the resale of
such Participating Holder’s Registrable Securities covered by such Registration Statement for the full period established with
respect to such Registration Statement;


 


(q)
use its commercially reasonable efforts to take such actions as are under its control to become or remain a well-known seasoned issuer
(as such term in defined in Rule 405 under the Securities Act) and not become an ineligible issuer (as such term is defined in Rule 405
under the Securities Act) during the period when such Registration Statement remains in effect; and


 




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(r)
make available for inspection by a representative of Participating Holders that are selling at least twenty percent (20%) of the Registrable
Securities included in such Registration (and who is named in the applicable prospectus supplement as a Person who may be deemed to be
an underwriter with respect to an offering and sale of Registrable Securities), the managing underwriter(s), if any, and any attorneys
or accountants retained by such Holders or the managing underwriters(s), at the offices where normally kept, during reasonable business
hours, financial and other records and pertinent corporate documents of the Company, and cause the officers, directors and employees
of the Company to supply all information in each case reasonably requested by any such representative, managing underwriter, attorney
or accountant in connection with such Registration Statement, in each case as shall be advisable to conduct a reasonable investigation
within the meaning of the Securities Act; provided, that if any such information is identified by the Company as being confidential or
proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality
of such information and shall sign customary confidentiality agreements reasonably requested by the Company prior to the receipt of such
information.


 


Section
2.5 Indemnification.


 


(a)
Indemnification by the Company. With respect to each Registration which has been effected pursuant to this Article 2,
the Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, (i) each of the Participating Holders and
each of its officers, directors, limited or general partners and members thereof, (ii) each member, limited or general partner of each
such member, limited or general partner, (iii) each of their respective Affiliates, officers, directors, shareholders, employees, advisors,
and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each underwriter,
if any, and each person who controls (within the meaning of the Securities Act or the Exchange Act) any underwriter, against any and
all claims, losses, damages, penalties, judgments, suits, costs, liabilities, reasonable attorney’s fees and reasonable documented
out of pocket expenses of investigating and defending a claim (or actions in respect thereof) (collectively, the “Losses”)
arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement
(including any Prospectus or Issuer Free Writing Prospectus) or any other document incident to any such Registration, qualification or
compliance, (B) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances
under which they were made not misleading), or (C) any violation by the Company of the Securities Act, the Exchange Act or blue sky laws
applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification
or compliance, and will reimburse each of the Persons listed above, for any reasonable and documented legal and any other expenses reasonably
incurred in connection with investigating and defending any such Losses, provided, that the Company will not be liable in any such case
to the extent that any such Losses arise out of or are based on any untrue statement or omission of material fact based upon written
information furnished to the Company by the Participating Holders or underwriter and stated to be specifically for use therein. The liability
imposed by this Section 2.5(a) will be in addition to any liability which the Company may otherwise have.


 




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(b)
Indemnification by the Participating Holders. Each of the Participating Holders agrees (severally and not jointly) to indemnify
and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers and each underwriter, if any,
of the Company’s securities covered by such a Registration Statement, each Person who controls the Company (within the meaning
of the Securities Act or the Exchange Act) or such underwriter, each other Participating Holder and each of their respective officers,
directors, partners and members, and each Person controlling such Participating Holder (within the meaning of the Securities Act or the
Exchange Act) against any and all Losses arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material
fact contained in any Registration Statement (including any Prospectus or Issuer Free Writing Prospectus) or any other document incident
to any such Registration, qualification or compliance (including any notification or the like) made by such Participating Holder in writing
or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements
by such Participating Holder therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the
circumstances under which they were made not misleading) and will reimburse the Persons listed above for any reasonable and documented
legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance
upon and in conformity with written information furnished to the Company by such Participating Holder and stated to be specifically for
use therein; provided, however, that the obligations of each of the Participating Holders hereunder shall be limited to an amount equal
to the net proceeds (after giving effect to any underwriters discounts and commissions) such Participating Holder receives in such Registration.
The liability imposed by this Section 2.5(b) will be in addition to any liability which the Participating Holders may otherwise
have.


 


(c)
Conduct of the Indemnification Proceedings. Each party entitled to indemnification under this Section 2.5 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly
after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense
(unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party
and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying
Party), and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 2.5 unless the Indemnifying Party is prejudiced thereby. It is understood and agreed
that the Indemnifying Party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for
the fees and expenses of more than one separate legal counsel for all Indemnified Parties; provided, however, that where the failure
to be provided separate legal counsel could potentially result in a conflict of interest on the part of such legal counsel for all Indemnified
Parties, separate counsel shall be appointed for Indemnified Parties to the extent needed to alleviate such potential conflict of interest.
No Indemnifying Party, in the defense of any such claim or litigation shall, except with the prior written consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified
Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.


 




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(d)
If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements
or omissions (or alleged statements or omissions) which resulted in such Losses, as well as any other relevant equitable considerations,
including any relative benefits obtained. The relative benefit received by the Company shall be deemed to be equal to the total value
received or proposed to be received (after deducting expenses) by the Company pursuant to the sale of securities in any offering, if
any. The relative benefit received by the Holders shall be deemed to be equal to the total value received or proposed to be received
(after deducting expenses) by the Holders of securities in an offering, if any. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material
fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission; provided, however, that the obligations of each of the Participating Holders hereunder shall be several and not
joint and shall be limited to an amount equal to the net proceeds (after giving effect to any underwriters discounts and commissions)
such Participating Holder receives in such Registration and, provided, further, that no Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 2.5(d), each Person, if any, who controls an underwriter or agent within
the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such underwriter or agent and each director
of the Company, each officer of the Company who signed a Registration Statement, and each Person, if any, who controls the Company or
a selling Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company or
such selling Holder, as the case may be.


 


(e)
Subject to the limitations on the Holders’ liability set forth in Section 2.5(b) and Section 2.5(d), the remedies
provided for in this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be available
to any Indemnified Party at law or equity. The remedies shall remain in full force and effect regardless of any investigation made by
or on behalf of such Holder or any Indemnified Party and survive the transfer of such securities by such Holder.


 


(f)
The obligations of the Company and of the Participating Holders hereunder to indemnify any underwriter or agent who participates in an
offering (or any Person, if any, controlling such underwriter or agent within the meaning of Section 15 of the Securities Act) shall
be conditioned upon the underwriting or agency agreement with such underwriter or agent containing an agreement by such underwriter or
agent to indemnify and hold harmless the Company, each of its directors and officers, each other Participating Holder, and each Person
who controls the Company (within the meaning of the Securities Act or the Exchange Act) or such Participating Holder against all Losses,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Company by such underwriter or agent expressly for use in such filings described
in this sentence.


 




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Section
2.6 Participating Holders.


 


(a)
Each of the Participating Holders shall furnish to the Company such information regarding such Participating Holder and its partners
and members, and the distribution proposed by such Participating Holder as the Company may reasonably request in writing and as shall
be reasonably requested in connection with any Registration, qualification or compliance referred to in this Article 2.


 


(b)
If, either immediately prior to or subsequent to the effectiveness of any Registration Statement, any Participating Holder shall distribute
Registrable Securities to its partners or members, such Participating Holder shall so advise the Company promptly and provide such information
as shall be necessary to permit an amendment to such Registration Statement to provide information with respect to such partners or members,
as selling security holders. As soon as is reasonably practicable following receipt of such information, the Company shall file an appropriate
amendment to such Registration Statement reflecting the information so provided. Any incremental expense to the Company resulting from
such amendment shall be borne by such Participating Holder.


 


(c)
Each Holder agrees that at the time that such Holder is a Participating Holder, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 2.4(c), such Holder shall forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemented
or amended Prospectus or Issuer Free Writing Prospectus or until such Holder is advised in writing by the Company that the use of the
Prospectus or Issuer Free Writing Prospectus, as the case may be, may be resumed, and, if so directed by the Company, such Holder shall
deliver to the Company all copies, other than any permanent file copies then in such Holder’s possession, of the most recent Prospectus
or any Issuer Free Writing Prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall
give notice, the Company shall extend the period during which such Registration Statement shall be maintained effective by the number
of days during the period from and including the date of the giving of notice pursuant to Section 2.4(c) to the date when the
Company shall make available to such Holder a copy of the supplement or amended Prospectus or Issuer Free Writing Prospectus or is advised
in writing that the use of the Prospectus or Issuer Free Writing Prospectus may be required.


 


Section
2.7 Rule 144. With a view to making available the benefits of certain rules and regulations of the Commission which may
permit the sale of restricted securities to the public without registration, the Company agrees to use its commercially reasonable efforts
to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at any time during which it is subject to such reporting requirements (or, if the Company is not required to file such reports,
it will, upon the reasonable request of the Holders holding a majority of the then outstanding Registrable Securities, make publicly
available such necessary information for so long as necessary to permit sales pursuant to Rules 144 under the Securities Act).


 




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Section
2.8 Termination. The Registration Rights set forth in this Article 2 shall terminate and cease to be available as
to any securities held by a Holder at such time as such Holder (after owning) first ceases to own any Registrable Securities.


 


Section
2.9 Notwithstanding any provision of this Agreement to the contrary, in order for a Registration to be included as a Registration for
purposes of this Article 2, the Registration Statement in connection therewith shall have been continually effective in compliance
with the Securities Act and usable for resale for the full period established with respect to such Registration (except in the case of
any suspension of sales pursuant to Section 2.4(c) hereof, in which case such period shall be extended to the extent of such suspension).


 


Section
2.10 Notwithstanding any provision of this Agreement to the contrary, if the Company is required to file a post-effective amendment to
a Registration Statement to incorporate the Company’s quarterly and annual reports and related financial statements on Form 10-Q
and Form 10-K, the Company shall use its reasonable best efforts to promptly file such post-effective amendment and may postpone or suspend
effectiveness of such Registration Statement to the extent the Company determines necessary to comply with applicable securities laws;
provided, that the period by which the Company postpones or suspends the effectiveness of a shelf Registration Statement pursuant to
this Section 2.10 plus any suspension, deferral or delay pursuant to Section 2.4(c) shall not exceed 60 days in the aggregate
in any twelve-month period.


 


Section
2.11 Each Holder agrees that, following receipt of any Piggyback Registration Notice or Underwritten Offering Piggyback Notice, such
Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to exercise its rights pursuant to this
Agreement) the fact that such Piggyback Registration Notice or Underwritten Offering Piggyback Notice exists or was received by such
Holder or the contents of any such Piggyback Registration Notice or Underwritten Offering Piggyback Notice, unless and until the earlier
of (a) the date that is 30 days following receipt of such notice or (b) such time as the registration or underwritten offering that is
the subject of such notice is known or becomes known to the public in general (other than as a result of a breach of this Section
2.11).


 


ARTICLE
3

MISCELLANEOUS


 


Section
3.1 Governing Law; Jurisdiction. This Agreement and any claim, controversy or dispute arising under this Agreement and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the
laws of the State of Nevada without reference to the conflict of laws principles thereof. Each of the Holders and the Company (a) irrevocably
and unconditionally submits to the sole and exclusive jurisdiction of the state or federal courts located in the State of Nevada for
purposes of all legal proceedings arising out of this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal
jurisdiction and venue by motion or other request for leave from any such court, (c) agrees that it shall not bring any action arising
under this Agreement or otherwise in any court other than the state or federal courts located in the State of Nevada.


 




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Section
3.2 Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only
and shall not be deemed to constitute a part thereof.


 


Section
3.3 Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and
all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by email, when
sent to the email address set forth below, as applicable, and the appropriate confirmation is received or (b) if given by any other means,
when actually received during normal business hours at the address specified in this section:


 


	 	(i)	If to the Company:




 


Eastside
Distilling, Inc.

8911 NE Marx Drive, Suite A2

Portland, Oregon 97220

Attention: Geoffrey Gwin

E-mail: ggwin@eastsidedistilling.com


 


With
a copy to (which shall not constitute notice):


 


Indeglia
PC

13274 Fiji Way, Suite 250


Marina
del Rey, CA 90292

Attention: Marc A. Indeglia, Esq.

Email: marc@indegliapc.com


 


	 	(ii)	If to the Holders:




 


To
the one or more addresses and e-mail addresses indicated on the signature pages of the Subscribers (as defined in the Purchase Agreement)
to the Purchase Agreement.


 


Section
3.4 Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, any consents,
waivers, and modifications which may hereafter be executed, may be reproduced by the Holders by any photographic, photostatic, microfilm,
microcard, miniature photographic, or other similar process and the Holders may destroy any original document so reproduced. The parties
hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Holders in the regular course
of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 




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Section
3.5 Successors and Assigns. Neither this Agreement nor any right or obligation hereunder may be assigned in whole or in
part by any party without the prior written consent of the other parties hereto and any purported assignment in violation of this provision
shall be void; provided, however, that the rights and obligations hereunder of any Holder may be assigned, in whole or in part, to any
Person who acquires such Registrable Securities that is an Affiliate of any Holder (each such Affiliate a “Permitted Assignee”).
Any assignment pursuant to this Section 3.5 shall be effective and any Person shall become a Permitted Assignee only upon receipt
by the Company of (a) a written notice from the transferring Holder stating the name and address of the transferee and identifying the
number of shares of Registrable Securities with respect to which the rights under this Agreement are being transferred and, if fewer
than all of the rights attributable to a Holder hereunder are to be so transferred, the nature of the rights so transferred and (b) a
written instrument by which the transferee agrees to be bound by all of the terms and conditions applicable to a Holder of such Registrable
Securities. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties.


 


Section
3.6 Several Nature of Commitments. The obligations of each Holder hereunder are several and not joint, and relate only
to the Registrable Securities held by such Holder from time to time. No Holder shall bear responsibility to the Company for breach of
this Agreement or any information provided by any other Holder.


 


Section
3.7 Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto relating
to the subject matter hereof and supersedes all prior understandings among such parties; provided that nothing contained herein shall
limit the rights and obligations of the Company and Iroquois pursuant to the Cooperation Agreement. This Agreement may be amended with
(and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities
and any such amendment shall apply to all Holders and all of their Registrable Securities; provided, however, that, notwithstanding the
foregoing, no amendment to this Agreement may adversely affect the rights of a Holder hereunder without the prior written consent of
such Holder; provided, further, that, notwithstanding the foregoing, additional Holders may become party hereto upon an assignment of
rights and obligations hereunder pursuant to Section 3.5; provided further, however, that other than as set forth in Section
3.5, the Company may not add additional parties hereto without the consent of Holders holding a majority of the then outstanding
Registrable Securities. The observance of any term of this Agreement may be waived by the party or parties waiving any rights hereunder;
provided, that any such waiver shall apply to all Holders and all of their Registrable Securities only if made by Holders holding a majority
of then-outstanding Registrable Securities.


 


Section
3.8 Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that
would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such
failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore,
be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific
performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement,
none of the parties hereto shall raise the defense that there is an adequate remedy at law.


 




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Section
3.9 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS,
OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES
AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.


 


Section
3.10 Other Registration Rights. The Company acknowledges that it currently does not have an existing registration rights
agreement with any other party. After the date of this Agreement, the Company shall not enter into any registration rights agreement
that is inconsistent with or violates the rights granted to the Holders by this Agreement.


 


Section
3.11 Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any
court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement
which shall remain in full force and effect.


 


Section
3.12 Counterparts. This Agreement may be executed in two or more counterparts (including by email or facsimile signature),
each of which shall be deemed an original and all of which together shall be considered one and the same agreement.


 


Section
3.13 Interpretation of this Agreement. Where any provision in this Agreement refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly
by such Person.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	EASTSIDE
    DISTILLING, INC.
	 	 
	 	By:	 
	 	Name:	Geoffrey
    Gwin
	 	Title:	Chief
    Financial Officer
	 	 
	 	INVESTOR:
	 	 
	 	CRATER
    LAKE PRIVATE LIMITED
	 	 
	 	By:	 
	 	Name:	Seetoh
    Yaw Seng
	 	Title:	Director


 


[Signature
Page to Registration Rights Agreement]