Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2015, by and between EASTSIDE
DISTILLING, INC., a NEVADA corporation, with headquarters located at 1805 S.E. MARTIN LUTHER KING JR. BLVD., PORTLAND, OR
97214 (the “Company”), and WWOD Holdings, LLC a New York corporation, with its address at 425 East 63rd
St. Suite E4K, New York, NY 10065 (the “Buyer”).


 


WHEREAS:


 


A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”);


 


B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
a 14% secured convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of
$275,000 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in
accordance with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Common
Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.


 


C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set
forth immediately below its name on the signature pages hereto; and


 


D.
The Company’s obligations to the Buyer under this Agreement and the Note shall be secured by a first priority security interest
in the Company’s and each of its current and hereafter existing subsidiaries, right, title and interest in and to their
respective inventories, presently existing or hereafter created or acquired, pursuant to the terms of a Security Agreement, dated
September 10, 2015 (the “Security Agreement”);


 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.
Purchase and Sale of Note.


 


a.
Purchase of Note. On the initial Closing Date (as defined below), the Company shall issue and sell to the Buyer and the
Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name
on the signature pages hereto.


 


b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be
issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the
principal amount as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company
shall deliver such duly executed on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall
be 12:00 noon, Eastern Standard Time on September 11, 2015, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to
by the parties.


 


2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon
conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any,
as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of
the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement,
such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with
the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however,
that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act.


 


b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).


 


c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT 


Dated
as of September 10, 2015 


 




    	Page 1 of 17



    	 



    

 


 


d.
Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue
to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any,
have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the
Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will
not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure
to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives
shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section
3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware
of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.


 


e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 


f.
Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the
Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to
the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited
Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the
1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of
the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.


 


g.
Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the
1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular
date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates for such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.”


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT 


Dated
as of September 10, 2015 


 




    	Page 2 of 17



    	 



    

 


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with
respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline,
it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


h.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed
and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in
accordance with its terms.


 


i.
Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature
pages hereto.


 


3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


a.
Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of Nevada, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry
on its business as and where now owned, leased, used, operated and conducted, except where any such failure would not have a Material
Adverse Effect (as defined below). The Company does not have any Subsidiaries. The Company is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership
interest.


 


b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, the Note, and the Security Agreement and to consummate the transactions contemplated hereby and thereby and to issue
the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note and
the Security Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including
without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon
conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and except as set forth on
Schedule 3(b) or the Required Approvals (as defined below) no further consent or authorization of the Company, its Board of Directors,
or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement, the Security Agreement and
the Note constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their
respective terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


c.
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 900,000,000 shares
of Common Stock, of which 45,955,000 shares are issued and outstanding; and (ii) 100,000,000 shares of preferred stock, of which
none are issued and outstanding. Except as set forth in Schedule 3(c), no shares of Common Stock have been reserved for issuance
pursuant to the Company’s stock option plans, and, except for shares of Common Stock issuable upon conversion of the Note,
no shares of Common Stock have been reserved for issuance pursuant to any securities exercisable for, or convertible into or exchangeable
for shares of Common Stock. Subject to Schedule 3(c), the Company has reserved a sufficient number of shares of Common Stock for
issuance upon conversion of the Note (subject to adjustment pursuant to the Company’s covenant set forth in Section 4(g)
below). All of such outstanding shares of Common Stock have been duly authorized, validly issued, fully paid and non-assessable
and have been issued in material compliance with all federal and state securities laws. No shares of capital stock of the Company
are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed
through the actions or failure to act of the Company. As of the effective date of this Agreement, except as set forth in the SEC
Documents (as defined below) (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights
of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries, (ii) except as set forth on Schedule 3(c), there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the
1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or
in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares.
The Company has furnished (or made available on the SEC website) to the Buyer true and correct copies of the Company’s Amended
and Restated Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s
Bylaws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable
for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the
Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of
the Closing Date.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 3 of 17



    	 



    

 


 


d.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note
in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens,
claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights
of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock
upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to
issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


f.
No Conflicts. Subject to the Required Approvals and except as set forth on Schedule 3(f), the execution, delivery and performance
of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with
or result in a violation of any provision of the Articles of Incorporation or By-laws or (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture,
patent, patent license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory
organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset
of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The Company is not in violation
of its Articles of Incorporation, By-laws or other organizational documents and the Company is not in default (and no event has
occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any
action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is
bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
The businesses of the Company is not being conducted, and shall not be conducted so long as a Buyer owns any of the Securities,
in material violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this
Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency,
self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations
under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with
the terms hereof and to issue the Conversion Shares upon conversion of the Note other than: (i) any filings required pursuant
to Section 4(b) of this Agreement, (ii) any such consents, waivers, authorizations or orders as have already been obtained, (iii)
any other filings that have been made pursuant to applicable state securities laws and (iv) any post-sale filings pursuant to
applicable state and federal securities laws (including, without limitation, the filing of Form D with the SEC) which the Company
undertakes to file within the applicable time periods (collectively, the “Required Approvals”). All consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained
or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter
Bulletin Board (the “OTCQB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB
in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 






    	Page 4 of 17



    	 



    

 


 


g.
SEC Documents; Financial Statements. Since October 31, 2014, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC (other than Form 8-K Reports) pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to
such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). To
the extent not available on the SEC website, the Company has delivered to the Buyer true and complete copies of the SEC Documents,
except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the
SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is,
or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated
in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in
the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States
generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities,
contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to four months prior
to the date hereof and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required
under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements
of the 1934 Act.


 


h.
Absence of Certain Changes. Since the date of the latest financial statements included in the SEC reports: (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in
the Company’s financial statements pursuant to generally accepted accounting principles (“GAAP”) or disclosed
in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or
made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer,
director or affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the
SEC any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement,
no event, liability or development has occurred or exists with respect to the Company or its business, properties, operations
or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this
representation is made.


 


i.
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company, or its officers or directors in their capacity as such, that could have a Material
Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company,
threatened proceeding against or affecting the Company, without regard to whether it would have a Material Adverse Effect. The
Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


j.
Patents, Copyrights, etc. To its knowledge, the Company owns or possesses the requisite licenses or rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service
names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to,
or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the with respect to any Intellectual
Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the
future); to the best of the Company’s knowledge, the Company’s current and intended products, services and processes
do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances
which might give rise to any of the foregoing. The Company has taken reasonable security measures to protect the secrecy, confidentiality
and value of their Intellectual Property.


 


k.
No Materially Adverse Contracts, Etc. The Company is not subject to any charter, corporate or other legal restriction,
or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in
the future to have a Material Adverse Effect. The Company is not a party to any contract or agreement which in the judgment of
the Company’s officers has or is expected to have a Material Adverse Effect. The Company: (i) is not in default under or
in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in
a default by the Company, nor has the Company received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it
or any of its properties is bound (whether or not such default or violation has been waived), (ii) to its knowledge is not in
violation of any order of any court, arbitrator or governmental body or (iii) to its knowledge is or has been in violation of
any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local
laws applicable to its business and all such laws that affect the environment, except in each of the foregoing cases as could
not have or reasonably be expected to result in a Material Adverse Effect.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 5 of 17



    	 



    

 


 


l.
Tax Status. To its knowledge, he Company has made or filed all federal, state and foreign income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company has
set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for
the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the Company’s
knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and
the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s
tax returns is presently being audited by any taxing authority.


 


m.
Certain Transactions. Except as set forth in the SEC Documents and for arm’s length transactions pursuant to which
the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from
third parties and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner.


 


n.
Disclosure. All information relating to or concerning the Company set forth in this Agreement and provided to the Buyer
pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all
material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein
or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or
exists with respect to the Company or its business, properties, prospects, operations or financial conditions, which, under applicable
law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced
or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into
an effective registration statement filed by the Company under the 1933 Act).


 


o.
Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by any Buyer or any of
their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice
or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to
the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of
the Company and its representatives.


 


p.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on behalf of the Company
or such affiliate, will sell, offer for sale, or solicit offers to buy or otherwise negotiate with respect to any security (as
defined in the 1933 Act) which will be integrated with the sale of the securities in a manner which would require the registration
of the securities under the Securities Act of 1933, or require stockholder approval, under the rules and regulations of the trading
market for the common stock. The Company will take all action that is appropriate or necessary to assure that its offerings of
other securities will not be integrated for purposes of the Securities Act of 1933 or the rules and regulations of the trading
market, with the issuance of securities contemplated hereby.


 


q.
No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


r.
Permits; Compliance. To its knowledge, the Company is in possession of all material franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. The is not in conflict with, or in default or violation of, any of the Company Permits, except for any such
conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect. In the prior four months to the date hereof, the Company has not received any notification with respect to possible
conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations,
which conflicts, defaults or violations would not have a Material Adverse Effect.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 6 of 17



    	 



    

 


 


s.
Environmental Matters.


 


(i)
There are, to the Company’s knowledge, with respect to the Company or any predecessor of the Company, no past or present
violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,
conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any
liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local
or foreign laws and the Company has not received any notice with respect to any of the foregoing, nor is any action pending or,
to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws”
means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation,
laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans
or regulations issued, entered, promulgated or approved thereunder.


 


(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company, and no Hazardous Materials were released on or about
any real property previously owned, leased or used by the Company during the period the property was owned, leased or used by
the Company, except in the normal course of the Company’s business.


 


(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company that are not in compliance
with applicable law.


 


t.
Title to Property. The Company has good and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business of the Company, in each case free and clear of
all liens, encumbrances and defects except such as are described in Schedule 3 (t) or such as would not have a Material
Adverse Effect. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and
enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


u.
Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company is engaged.
The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would
not have a Material Adverse Effect. The Company has provided to Buyer true and correct copies of all policies relating to directors’
and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.


 


v.
Internal Accounting Controls. Except as set forth in the SEC Documents, the Company is in material compliance with all
provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. Except as disclosed in the SEC
Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i)
transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s
most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in
the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 7 of 17



    	 



    

 


 


w.
Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other person acting on behalf
of the Company has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


x.
Solvency. Except as set forth in the SEC Documents, the Company (after giving effect to the transactions contemplated by
this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable
liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would
lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement,
have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred
in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to
its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate
or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.


 


y.
Application of Takeover Protections. The Company and the Board of Directors have, to their knowledge, taken all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation
(or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Buyer as a
result of the Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company’s issuance of the Securities and the Buyer’ ownership of the Securities.


 


z.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


aa.
No Disagreements with Accountants and Lawyers; Outstanding SEC Comments. There are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently
employed by the Company and the Company is or immediately after the Closing Date will be current with respect to any fees owed
to its accountants which could affect the Company’s ability to perform any of its obligations under any of the Transaction
Documents. There are no unresolved comments or inquiries received by the Company or its Affiliates from the SEC which remain unresolved
as of the date hereof.


 


bb.
Bad Actor Disqualification.


 


(i)
No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities
Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person
is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under
Rule 506(e), and has furnished to the Placement Agent and the Purchaser a copy of any disclosures provided thereunder.


 


(ii)
Other Covered Persons. The Company is not aware of any person that (i) has been or will be paid (directly or indirectly) remuneration
for solicitation of Purchaser in connection with the sale of the Securities and (ii) who is subject to a Disqualification Event.


 


(iii)
Notice of Disqualification Events. The Company will notify the Purchaser in writing of (i) any Disqualification Event relating
to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating
to any Issuer Covered Person, prior to any Closing of this Offering.


 


cc.
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties
set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will
be considered an Event of default under Section 3.4 of the Note.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 8 of 17



    	 



    

 


 


4. COVENANTS.


 


a.
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.


 


b.
Form D; Blue Sky Laws; Form 8-K. The Company agrees to file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take
such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable
closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States
(or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or
prior to the Closing Date. If required under the requirements of materiality, the Company shall file a Current Report on Form
8-K disclosing this transaction not later than one business day after the Closing Date.


 


c.
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.
Section 3(A)(9) or 3(A)(10) Transaction. Except as set forth on Schedule 4(d), so long as the Note is outstanding, the
Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant
to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10)
of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance
of Common Stock related to a 3(a)(9) Transaction (other than as set forth in Schedule 4(d)) or a 3(a)(10) Transaction while this
note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000,
will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition
to the balance of the Note.


 


e.
Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation,
preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith
(“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses,
transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any
consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of
restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise
the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice
by the Buyer or the submission of an invoice by the Buyer Notwithstanding anything herein to the contrary, the Company’s
obligation to reimburse Buyer’s expenses shall be capped at $2,500.


 


f.
Financial Information. To the extent such items are not publicly available, upon written request the Company agrees to
send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities:
(i) within two (2) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form
10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company;
and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other
information the Company makes available or gives to such shareholders.


 


g.
Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of
issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Note
and issuance of the Conversion Shares in connection therewith (based on the Conversion Price of the Note in effect from time to
time) and as otherwise required by the Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance
upon conversion of Note without the consent of the Buyer. The Company shall at all times maintain the number of shares of Common
Stock so reserved for issuance at an amount (“Reserved Amount”) equal to five times the number that is then actually
issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time). If at any time
the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below
the Reserved Amount, the Company will promptly take all corporate action reasonably necessary to authorize and reserve a sufficient
number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet
the Company’s obligations under this Section 4(g), in the case of an insufficient number of authorized shares, obtain shareholder
approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase
in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount.
If the Company fails to obtain such shareholder approval within ninety (90) days following the date on which the number of Reserved
Amount exceeds the Authorized and Reserved Shares, it will be considered an Event of default under Section 3.4 of the Note.


  


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 






    	Page 9 of 17



    	 



    

 


h.
Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange
or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance)
and, so long as any Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so
listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain
and, so long as any Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any
equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq
SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the
Buyer copies of any notices it receives from the OTCQB and any other exchanges or quotation systems on which the Common Stock
is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. If
the market price of the Company’s Common Stock shall at any time fall below the price required to continue to be quoted
on the Company’s then principal exchange or automated quotation system, the Company shall as soon as practicable take all
actions necessary to effect a reverse split of the Company’s Common Stock, such that the price would then be at least fifty
percent (50%) above the required price, post-split. If the Company fails to achieve the required reverse split within thirty (30)
days following the date on which the price fell below the required minimum trading price, it will be considered an Event of default
under Section 3.4 of the Note.


 


i.
Corporate Existence. So long as a Buyer beneficially owns any Note, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or
sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i)
assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith
and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq, Nasdaq SmallCap, NYSE
or AMEX.


 


j.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


k.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the
Note.


 


l.
Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the
periodic reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of
the 1934 Act. Notwithstanding anything contained herein and for the avoidance of any doubt, this covenant shall include the continued
public disclosure by the Company of the Company’s Common Stock in the public domain upon any material change in its shares
outstanding.


 


m.
Trading Activities. Neither the Buyer nor their affiliates has an open short position in the common stock of the Company
and the Buyer agree that they shall not, and that they will cause their affiliates not to, engage in any short sales of or hedging
transactions with respect to the common stock of the Company.


 


n.
Piggyback Registration Rights. In the event that the Company files a registration statement with respect to its Common
Stock with the SEC (other than a registration statement on Form S- 4 or S-8 or any successor form thereto) after the Closing Date
but before the Buyer sells the Conversion Shares, the Conversion Shares shall be registered pursuant to such registration statement,
subject to standard underwriter cutbacks.


 


o.
Non-Frustration of Purpose. So long as the Buyer or its affiliates hold any Securities, neither the Company nor any of
its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives,
will effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction the terms of
which would or would reasonably be expected to (i) have a material adverse effect on the Buyer’s investment in the Note
or Conversion Shares or (ii) restrict, delay, conflict with or impair the ability or right of the Company to timely perform its
obligations under this Agreement or the Notes, including, without limitation, the obligation of the Company to timely deliver
shares of Common Stock to the Buyer or its affiliates in accordance with this Agreement or the Note.


 


p.
Right of First Refusal. Commencing on the Closing Date and until eighteen (18) months thereafter, the Company shall provide
the Buyer not less than three (3) Business Days prior written notice of any proposed sale by the Company for cash of its common
stock or other securities or debt obligations, except in connection with the proposed inventory line of credit of up to $8 million
(ii) the issuance of shares of Common Stock or options to employees, officers, consultants or directors of the Company (iii) full
or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of
the securities or assets of a corporation or other entity; (iv) the Company’s issuance of securities in connection with
strategic license agreements, the entering into or acquiring of material contracts in connection with the Company’s business
as currently being conducted, and other partnering arrangements so long as such issuances are not for the purpose of raising capital;
(iv) as a result of the exercise of warrants outstanding on the date hereof; (v) upon conversion of Note issued pursuant to this
Agreement or any other convertible notes outstanding on the date hereof, and (v) the payment of any interest on the Note and liquidated
damages, or other damages pursuant to the Transaction Documents. The Buyer will have the right during the three (3) Business Days
following receipt of the notice to purchase all or any part of such offered common stock, debt or other securities in accordance
with the terms and conditions set forth in the notice of sale.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 10 of 17



    	 



    

 


 


q.
Rule 144. With a view to making available to Buyer the benefits of Rule 144 under the Securities Act (“Rule 144”),
or any similar rule or regulation of the SEC that may at any time permit Buyer to sell shares of Common Stock issuable to Buyer
under any Transaction Documents to the public without registration, the Company represents and warrants that:


 


(i)
the Company is, and has been for a period of at least ninety (90) days immediately preceding the date hereof, subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (ii) the Company has filed all required reports under Section 13 or 15(d)
of the Exchange Act, as applicable, during the twelve (12) months preceding the Closing Date (or for such shorter period that
the Company was required to file such reports); and (iii) the Company is not currently and has not been an issuer defined as a
“Shell Company” (as hereinafter defined). For the purposes hereof, the term “Shell Company” shall mean
an issuer that meets such a description as defined under Rule 144. In addition, so long as Buyer owns, legally or beneficially,
any securities of the Company, the Company shall, at its sole expense:


 


(1)
Make, keep and ensure that adequate current public information with respect to the Company, as required in accordance with Rule
144,is publicly available;


 


(2)
furnish to the Buyer, promptly upon reasonable request: (a) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act; and (b) such other information as may be reasonably requested
by Buyer to permit the Buyer to sell any of the shares of Common Stock acquired hereunder or under any other Transaction Documents
pursuant to Rule 144 without limitation or restriction; and


 


(3)
promptly at the request of Buyer, give the Company’s transfer agent (the “Transfer Agent”) instructions to the
effect that, upon the Transfer Agent’s receipt from Buyer of a certificate (a “Rule 144 Certificate”) certifying
that Buyer’s holding period (as determined in accordance with the provisions of Rule 144) for any portion of the shares
of Common Stock issuable under any Transaction Document which Buyer proposes to sell (or any portion of such shares which Buyer
is not presently selling, but for which Buyer desires to remove any restrictive legends applicable thereto) (the “Securities
Being Sold”) is not less than six (6) months, and receipt by the Transfer Agent of the “Rule 144 Opinion” (as
hereinafter defined) from the Company or its counsel (or from Buyer and its counsel as permitted below), the Transfer Agent is
to effect the transfer (or issuance of a new certificate without restrictive legends, if applicable) of the Securities Being Sold
and issue to Buyer or trans-feree(s) thereof one or more stock certificates representing the transferred (or re-issued) Securities
Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the
Transfer Agent’s books and records. In this regard, upon Buyer’s request, the Company shall have an affirmative obligation
to cause its counsel to promptly issue to the Transfer Agent a legal opinion providing that, based on the Rule 144 Certificate,
the Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration
statement (the “Rule 144 Opinion”). If the Transfer Agent requires any additional documentation in connection
with any proposed transfer (or re-issuance) by Buyer of any Securities Being Sold, the Company shall promptly deliver or cause
to be delivered to the Transfer Agent or to any other Person, all such additional documentation as may be necessary to effectuate
the transfer (or re- issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Buyer or
any transferee thereof, all at the Company’s expense. Any and all fees, charges or expenses, including, without limitation,
attorneys’ fees and costs, incurred by Buyer in connection with issuance of any such shares, or the removal of any restrictive
legends thereon, or the transfer of any such shares to any assignee of Buyer, shall be paid by the Company, and if not paid by
the Company, the Buyer may, but shall not be required to, pay any such fees, charges or expenses, and the amount thereof, together
with interest thereon at the highest non- usurious rate permitted by law, from the date of outlay, until paid in full, shall be
due and payable by the Company to Buyer immediately upon demand therefor, and all such amounts shall be additional Obligations
of the company to Buyer secured under the Transaction Documents. In the event that the Company and/or its counsel refuses or fails
for any reason to render the Rule 144 Opinion or any other documents, certificates or instructions required to effectuate the
transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Buyer or any
transferee thereof, then: (A) to the extent the Securities Being Sold could be lawfully transferred (or re-issued) without restrictions
under applicable laws, Company’s failure to promptly provide the Rule 144 Opinion or any other documents, certificates or
instructions required to effectuate the transfer (or re-issuance)of the Securities Being Sold and the issuance of an unlegended
certificate to any such Buyer or any transferee thereof shall be an immediate Event of Default under this Agreement and all other
Transaction Documents; and (B)the Company hereby agrees and acknowledges that Buyer is hereby irrevocably and expressly authorized
to have counsel to Buyer render any and all opinions and other certificates or instruments which may be required for purposes
of effectuating the transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any
such Buyer or any transferee thereof, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without
any further confirmation or instructions from the Company, transfer or re-issue any such Securities Being Sold as instructed by
Buyer and its counsel.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 11 of 17



    	 



    

 


r.
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, the Company covenants and agrees that after the Closing Date neither it, nor any other person acting on
its behalf, will provide Buyer or its agents or counsel with any information that the Company believes constitutes material non-public
information, unless prior thereto the Buyer shall have executed a written agreement regarding the confidentiality and use of such
information. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions
in securities of the Company. Each Buyer acknowledges that it is aware that the United States securities laws prohibit any person
who has material non-public information about a company from purchasing or selling securities of such company, or from communicating
such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase
or sell such securities, and the Buyer agrees not to engage in any unlawful trading in securities of the Company or unlawful misuse
or misappropriation of any such information. Buyer agrees to maintain the confidentiality of and not disclose or use (except for
purposes relating to the transactions contemplated by this Agreement) any confidential, proprietary or non-public information
disclosed by the Company to Buyer.


 


5.
Transfer Agent Instructions. The Company covenants and agrees that it will at all times while any Securities remain outstanding
maintain a duly qualified independent transfer agent. On or prior to the initial Closing Date, the Company shall provide a copy
of its agreement with the transfer agent to the Buyer. If a new transfer agent is appointed at any time, the Company shall provide
the Buyer with a copy of the new agreement within three (3) business days of its execution. The Company shall issue irrevocable
instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion
Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with
the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace
its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable
Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to
the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to
Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion
Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can
then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement.
The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section
5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration
of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without
any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the
Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay,
impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate
for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the
Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays,
and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note
as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations
and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale
of the Securities. If a Buyer provides the Company, at the cost of the Buyer, with an opinion of counsel in form, substance and
scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be
made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and,
in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive
legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that
the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 






    	Page 12 of 17



    	 



    

 


6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 


a.
The Buyer shall have executed this Agreement and the Security Agreement and delivered the same to the Company.


 


b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.
The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the
Closing Date.


 


d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the
Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these
conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.
The Company shall have executed this Agreement and the Security Agreement and delivered the same to the Buyer.


 


b.
The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance
with Section 1(b) above.


 


c.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall
have been delivered to the Company’s Transfer Agent.


 


d.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including,
but not limited to certificates with respect to the Company’s Articles of Incorporation, By-laws and Board of Directors’
resolutions relating to the transactions contemplated hereby.


 


e.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934
Act reporting obligations, or in the sole discretion of Buyer, the transaction’s risk profile, market pricing or implied
volatility substantially changes, due diligence concerns arise, or any other conditions material to the successful closing of
the transaction are not acceptable to the Buyer.


 


g.
The Conversion Shares shall have been authorized for quotation on the OTCQB and trading in the Common Stock on the OTCQB or such
equivalent exchange and shall not have been suspended by the SEC or the OTCQB or such equivalent exchange.


 


h.
The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.


 


8.
Governing Law; Miscellaneous.


 


a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county
of New York.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 13 of 17



    	 



    

 


 


The
parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company
and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other agreement or document executed in connection with this transaction (each a “Transaction
Document”), by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law.


 


IN
ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND
INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY. 


 


b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


d.
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:


 


If to
the Company, to:


 


EASTSIDE
DISTILLING, INC.


 


1805
S.E. MARTIN LUTHER KING JR. BLVD.


 


PORTLAND,
OR 9214


 


Attn:
Steven Earles, CEO


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 14 of 17



    	 



    

 


 


If
to the Buyer:


 


WWOD
Holdings, LLC. 


425
East 63rd St. Suite E4K 


New
York, NY 10065 


 


Attn:
Neil Benjamin Rock


 


Each
party shall provide notice to the other party of any change in address.


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its rights hereunder
to any person that purchases Securities in a private transaction from a Buyer or to any of its “affiliates,” as that
term is defined under the 1934 Act, without the consent of the Company.


 


h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The
Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss
or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


j.
Publicity. The Company, and each of the Buyer shall have the right to review a reasonable period of time before issuance
of any press releases, SEC, OTCQB or FINRA filings, or any other public statements with respect to the transactions contemplated
hereby; provided, however, that the Company shall be entitled, without the prior approval of each of the Buyer,
to make any press release or SEC, OTCQB (or other applicable trading market) or FINRA filings with respect to such transactions
as is required by applicable law and regulations (although each of the Buyer shall be consulted by the Company in connection with
any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).


 


k.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


l.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


m.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


n.
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever Buyer exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then the Buyer may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the
case of a rescission of a conversion of a Note, the Buyer shall be required to return any shares of Common Stock subject to any
such rescinded conversion or exercise notice.


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 15 of 17



    	 



    

 


 


o.
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by Buyer in order to
enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction
Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum
contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of
the Maximum Rate is paid by the Company to Buyer with respect to indebtedness evidenced by the Transaction Documents, such excess
shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Buyer’s election.


 


p.
Fees and Expenses. The Company has agreed to reimburse the Buyer the non-accountable sum of $3,500 for legal fees. Except
as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes
and duties levied in connection with the delivery of any Securities to the Buyer.


 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 


EASTSIDE
DISTILLING, INC.


 


			
	By:	 	
			
		Steven Earles	
		CEO	
	 	 	 
			
	By:	 	
		Neil Benjamin Rock	
		Principal	


 


 


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 16 of 17



    	 



    

 


 


AGGREGATE
SUBSCRIPTION AMOUNT: 


 


	Aggregate Principal Amount of Note:	 		$275,000	 
	 	 	 	 	 
	Aggregate Purchase Price:	 		$241,500	 



  


EASTSIDE
DISTILLING, INC.  


SECURITIES
PURCHASE AGREEMENT  


Dated
as of September 10, 2015 


 




    	Page 17 of 17