$_____________	No.
    _________


 


EASTSIDE
DISTILLING, INC.

5% PROMISSORY NOTE


 


__________,
2018


 


1.
General. For value received, and subject to the terms hereof, EASTSIDE DISTILLING, INC., a Nevada corporation (“Borrower”),
hereby promises to pay to the order of ________________________________________________ (“Payee”), the principal amount
of _____________________________ Dollars ($_________.00). This note is being issued pursuant to the terms and conditions of that
certain series of Note and Warrant Agreements dated of even date herewith (or such later date(s) as such agreements may be entered
into with additional investors) by and among Borrower, Payee and the other investors set forth therein (collectively, the “Agreement”).
Capitalized terms used and not otherwise defined herein shall have the terms set forth in the Agreement.


 


2.
Term; Payments. The principal amount of this Note shall be repaid in full, together with any and all accrued and unpaid
interest on May 1, 2021 (the “Maturity Date”).


 


3.
Interest. Interest shall accrue from the date hereof on any unpaid principal balance of this Note at the rate of five percent
(5%) per annum. All interest will be paid monthly in arrears and shall be paid on the last business day of each month.


 


4.
Place of Payment. Any and all amounts payable by Borrower to Payee hereunder shall be made in immediately available funds
and shall be paid at the address for such Payee as set forth in the Agreement, or at such other address of which Payee shall give
written notice to Borrower.


 


5.
Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder
(“Event of Default”):


 


(a)
Failure of Borrower to pay the principal or interest on this Note, when and as the same shall become due and payable and such
failure continues unremedied for thirty (30) days;


 


(b)
The material default, breach or violation of Borrower in the performance or observance of any of the other covenants, agreements
or conditions of Borrower contained in this Note or the Agreement and such material default, breach or violation continues unremedied
for a period of thirty (30) business days following written notice from Payee to Borrower; or


 


(c)
Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant
hereto or in connection herewith (including, without limitation, the Agreement), shall be false or misleading in any material
respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights
of the Payee with respect to this Note or the Agreement.


 


6.
Remedies. Upon the occurrence of an Event of Default hereunder, in addition to all other rights, remedies and powers of
Payee under this Note or otherwise available at law or in equity, Payee may, at its option, without notice, declare the outstanding
principal balance and interest immediately due and payable in full without further notice to or demand on Borrower of any kind,
including without limitation, presentment, demand or notice of demand, protest or notice of protest, notice of nonpayment or dishonor
and all other notices or communications in connection with the delivery, acceptance, performance, default or enforcement of payment
of this Note, all of which are hereby waived by Borrower. Borrower also hereby waives all notice or right of approval of any extensions,
renewals, modifications or forbearances which may be allowed.


 




    	 	 	 



     


    

 


7.
Notices. All notices and other communications required or permitted under this Note shall be made in accordance with the
provisions of the Agreement.


 


8.
Interest Savings Clause. If any interest payment due hereunder is determined to be in excess of the then legal maximum
rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall instead
be deemed a payment of principal and applied against the principal of the obligations evidenced by this Note.


 


9.
Amendments and Waivers. This Note may be amended, modified or supplemented by the parties hereto, provided that any such
amendment, modification or supplement shall be in writing and signed by both Borrower and Payee. No waiver with respect to this
Note shall be enforceable against Payee unless in writing and signed by Payee. Except as otherwise expressly provided herein,
no failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by Payee, and no course
of dealing between the parties, shall constitute a waiver of, or shall preclude any other or further exercise of the same or any
other right, power or remedy.


 


10.
Successors and Assigns. This Note shall be binding upon the parties and their respective successors and assigns. Borrower
shall not in any manner assign any of its rights or obligations under this Note without the express prior written consent of the
holder of this Note.


 


11.
Severability. If any provision of this Note is construed to be invalid, illegal or unenforceable, then the remaining provisions
hereof shall not be affected thereby and shall be enforceable without regard thereto.


 


12.
Section Headings. The section and subsections headings in this Note are for convenience of reference only, do not constitute
a part of this Note and shall not affect its interpretation.


 


13.
Controlling Law. This Note is made under, and shall be construed and enforced in accordance with, the laws of the State
of Oregon applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of
law. EACH OF THE PARTIES (A) IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF OREGON, IN ANY AND ALL ACTIONS
BETWEEN OR AMONG ANY OF THE PARTIES, WHETHER ARISING HEREUNDER OR OTHERWISE, (B) IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY
IN ANY SUCH ACTION, AND (C) IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY FIRST CLASS CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, TO THE ADDRESS AT WHICH SUCH PARTY IS TO RECEIVE NOTICE PURSUANT TO THE PROVISIONS OF THE AGREEMENT.


 


14.
Reimbursement of Expenses. Borrower agrees to reimburse Payee for its out-of-pocket expenses, including the fees and expenses
of its counsel, in connection with the enforcement of the Notes or any of the Transaction Documents.


 




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IN
WITNESS WHEREOF, and intending to be legally bound hereby, Borrower has caused this Note to be executed by its duly authorized
officer as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	EASTSIDE
    DISTILLING, INC.
	 	 
	 	By:	 
	 	 	Steve
    Shum
	 	 	Chief
    Financial Officer


 




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