THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
TO ANYONE OTHER THAN: (I) Roth Capital Partners, LLC (“Roth”), Aegis
Capital Corp. (“Aegis”) or an underwriter or a selected dealer participating in the Offering; or (ii) a bona
fide officer or partner of Roth or Aegis or of any such underwriter or selected dealer.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING].
VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of 120,000 Units


of


Eastside
Distilling, Inc.


 


1.       Purchase
Warrant. THIS CERTIFIES THAT, for good and valuable consideration of funds duly paid by or on behalf of Roth Capital Partners
LLC (“Holder”), as registered owner of this Purchase Warrant, to Eastside Distilling, Inc., a Nevada corporation
(the “Company”), Holder is entitled, at any time or from time to time from [________________] [date that is
one year from the effective date of the offering] (the “Commencement Date”), and at or before 5:00 p.m., Eastern
time, [____________] [date that is four years from the Commencement Date] (the “Expiration Date”), but not
before the Commencement Date or after the Expiration Date, to subscribe for, purchase and receive, in whole or in part, up to
120,000 units (“Units”) of the Company, each unit consisting of one share of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”) and warrants in the form of Exhibit A attached hereto (the
“Warrants”) to purchase one share of Common Stock. The shares of Common Stock and the Warrants (each a “Component
Security” and collectively, the “Component Securities”) are immediately separable and will be issued
separately upon exercise of this Purchase Warrant. If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant. This Purchase Warrant is initially exercisable at $[___] per Unit [120% of the price of the Units sold
in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof,
the rights granted by this Purchase Warrant, including the exercise price per Unit and the number of Units to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise
price or the adjusted exercise price, depending on the context.


 




    	 	 	 



     


    

 


2.       Exercise.


 


2.1       Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Units being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


3.       Transfer.


 


3.1       General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days
following the Effective Date to anyone other than: (i) Roth Capital Partners, LLC (“Roth”), Aegis Capital Corp.
(“Aegis”), or an underwriter or a selected dealer participating in the Offering; or (ii) a bona fide officer
or partner of Roth or Aegis or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule
5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities
hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective Date, transfers to others
may be made subject to compliance with, or reliance upon exemptions from, applicable securities laws in accordance with Section
3.2 below. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto
duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall
execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing
the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated
by any such assignment.


 


3.2
       Restrictions Imposed by the Securities Act. The securities evidenced by this
Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder
that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state
securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing
that the opinion of Dickinson Wright PLLC that the securities may be transferred pursuant to an exemption from registration under
the Securities Act and applicable state securities laws shall be deemed satisfactory evidence of the availability of an exemption),
or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of
such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 




    	 	 	 



     


    

 


4.       Registration
Rights.


 


4.1       Demand
Registration.


 


4.1.1       Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of
the Purchase Warrants and/or the underlying Units (“Majority Holders”), agrees to register, on one occasion, all or
any portion of the securities underlying the Purchase Warrants (collectively, the “Registrable Securities”).
On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within
sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared
effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the
Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to
which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected
to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten
primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or
until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period
of four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of
any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice.


 


4.1.2
       Terms. The Company shall bear all fees and expenses attendant to the registration
of the Registrable Securities pursuant to Section 4.1.1, but the Holders shall pay any and all underwriting commissions and the
expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.
The Company agrees to use its reasonable best efforts to cause the filing required herein to become effective promptly and to
qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however,
that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would
cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process
in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the
Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to
remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities
covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only
use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease
to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due
to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to
a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on
the fifth anniversary of the effectiveness of the registration statement in accordance with FINRA Rule 5110(f)(2)(H)(iv).


 




    	 	 	 



     


    

 


4.2       “Piggy-Back”
Registration.


 


4.2.1       Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than seven (7) years from the date of effectiveness of the registration statement in accordance with FINRA
Rule 5110(f)(2)(H)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company
(other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form
S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public
offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation
on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect
to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion
of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2.2
       Terms. The Company shall bear all fees and expenses attendant to registering
the Registrable Securities pursuant to Section 4.2.1 hereof, but the Holders shall pay any and all underwriting commissions and
the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.
In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities
with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice
to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable
Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention
to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number
of times the Holder may request registration under this Section 4.2.2; provided, however, that such registration
rights shall terminate on the sixth anniversary of the Commencement Date.


 


4.3       General
Terms.


 


4.3.1       Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing
or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act
or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions
pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement
between the Underwriters and the Company, dated as of [___________], 2017. The Holder(s) of the Registrable Securities to be sold
pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company,
against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities
Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or
assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the
provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify
the Company.


 




    	 	 	 



     


    

 


4.3.2
       Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant
shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any
registration statement or the effectiveness thereof.


 


4.3.3
       Documents Delivered to Holders. The Company shall furnish to each Holder
participating in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed
to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting
agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial
statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect
to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below
and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit
each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in
or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such
Holder shall reasonably request.


 


4.3.4
       Underwriting Agreement. The Company shall enter into an underwriting agreement
with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to
this Section 4, which managing underwriter shall be reasonably satisfactory to the Company. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or
for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required
to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such
Holders, their Units and their intended methods of distribution.


 




    	 	 	 



     


    

 


4.3.5
       Documents to be Delivered by Holder(s). Each of the Holder(s) participating
in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company
requesting information customarily sought of selling security holders.


 


4.3.6
       Damages. Should the registration or the effectiveness thereof required
by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company otherwise fails to comply with such provisions, the Holder(s)
shall, in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or
other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such
breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.


 


5.       New
Purchase Warrants to be Issued.


 


5.1       Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge
a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number of Units purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
       Lost Certificate. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting
of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant
executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.


 


6.       Adjustments.


 


6.1       Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Units (or Component Securities) underlying
the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1       Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Units (or Component Securities) is increased by a stock dividend payable in Units or (or Component Securities) or by a split up
of Units (or Component Securities) or other similar event, then, on the effective day thereof, the number of Units (or Component
Securities) purchasable hereunder shall be increased in proportion to such increase in outstanding Units (or Component Securities),
and the Exercise Price shall be proportionately decreased.


 




    	 	 	 



     


    

 


6.1.2
       Aggregation of Shares. If, after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding Units (or Component Securities) is decreased by a consolidation, combination or
reclassification of Units (or Component Securities) or other similar event, then, on the effective date thereof, the number of
Units (or Component Securities) purchasable hereunder shall be decreased in proportion to such decrease in outstanding Units (or
Component Securities), and the Exercise Price shall be proportionately increased.


 


6.1.3
       Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding Units (or Component Securities) other than a change covered by Section 6.1.1 or 6.1.2 hereof
or that solely affects the par value of such Units (or Component Securities), or in the case of any share reconstruction or amalgamation
or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Units (or Component Securities)), or in the case of any sale or conveyance to another corporation or entity of the property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this
Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive
upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder
of the number of Units (or Component Securities) of the Company obtainable upon exercise of this Purchase Warrant immediately
prior to such event; and if any reclassification also results in a change in Units (or Component Securities) covered by Section
6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of
this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 


6.1.4
       Changes in Form of Purchase Warrant. This form of Purchase Warrant need
not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the
same Exercise Price and the same number of Units (or Component Securities) as are stated in the Purchase Warrants initially issued
pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2
       Substitute Purchase Warrant. In case of any consolidation of the Company with,
or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share
reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Units (or Component
Securities)), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to
the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase
Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share
reconstruction or amalgamation, by a holder of the number of Units (or Component Securities) of the Company for which such Purchase
Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer.
Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this
Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or
amalgamations.


 




    	 	 	 



     


    

 


7.
       Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of the Purchase Warrants, such
number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The
Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance
with the terms hereby, all Units (and Component Securities) and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants
and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Units (and Component Securities)
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all Units (or Component Securities) issuable upon exercise of the Purchase Warrants to be listed (subject
to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor
trading market) on which the Units (or Component Securities) issued to the public in the Offering may then be listed and/or quoted.


 


8.       Certain
Notice Requirements.


 


8.1       Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or
to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least ten days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice
is given to the shareholders.


 


8.2
       Events Requiring Notice. The Company shall be required to give the notice described
in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Units
(or Component Securities) for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash,
or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of
such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Units (or Component
Securities) any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of
capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding
up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or
substantially all of its property, assets and business shall be proposed.


 




    	 	 	 



     


    

 


8.3
       Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall
be certified as being true and accurate by the Company’s Chief Financial Officer.


 


8.4
       Transmittal of Notices. All notices, requests, consents and other communications
under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express
mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate
by notice to the Holders:


 


	 	If
    to the Holder:
	 	 
	 	Roth
    Capital Partners, LLC
	 	888
    San Clemente
	 	Newport
    Beach, CA 92660
	 	Attention:
    John M. Dalfonsi
	 	Fax
    No. (949) 720-7215
	 	 
	 	and
	 	 
	 	Aegis
    Capital Corp.
	 	810
    Seventh Avenue, 11th Floor
	 	New
    York, New York 10019
	 	Attention:
    Mr. David Bocchi, Managing Director of Investment Banking
	 	Fax
    No.: (212) 813-1047
	 	 
	 	with
    a copy (which shall not constitute notice) to:
	 	 
	 	Dickinson
    Wright PLLC
	 	2600
    W. Big Beaver Rd., Suite 300
	 	Troy,
    Michigan 48084
	 	Attention:
    Michael T. Raymond, Esq.
	 	Fax
    No.: (844) 670-6009
	 	 
	 	If
    to the Company:
	 	 
	 	Eastside
    Distilling, Inc.
	 	1805
    SE Martin Luther King Jr. Blvd.
	 	Portland,
    Oregon 97214
	 	Attention:
    Grover T. Wickersham
	 	Fax
    No: 866-554-0271


 




    	 	 	 



     


    

 


	 	with
    a copy (which shall not constitute notice) to:
	 	 
	 	Summit
    Law Group, PLLC
	 	315
    Fifth Ave South, Suite 1000
	 	Seattle,
    Washington 98104
	 	Attention:
    Andrew W. Shawber
	 	Fax
    No: (206) 676-7119


 


9.       Miscellaneous.


 


9.1       Amendments.
The Company and Roth, as representative of the underwriters, may from time to time supplement or amend this Purchase Warrant without
the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that
may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions
arising hereunder that the Company and Roth may deem necessary or desirable and that the Company and Roth deem shall not adversely
affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by
the party against whom enforcement of the modification or amendment is sought.


 


9.2
       Headings. The headings contained herein are for the sole purpose of convenience
of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this
Purchase Warrant.


 


9.3.
       Entire Agreement. This Purchase Warrant (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral
and written, with respect to the subject matter hereof.


 


9.4
       Binding Effect. This Purchase Warrant shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and
assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5
       Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of,
or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with
the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 




    	 	 	 



     


    

 


9.6
       Waiver, etc. The failure of the Company or the Holder to at any time enforce
any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in
any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of
the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7
       Execution in Counterparts. This Purchase Warrant may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but
all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts
has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered
by facsimile transmission or other electronic transmission.


 


9.8
       Exchange Agreement. As a condition of the Holder’s receipt and acceptance
of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if
the Company and Roth enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding
Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange
and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of
_______, 2017.


 


	 	Eastside
    Distilling, Inc.	 
	 	 	 
	 	By:	 	 
	 	Name:	Grover
    T. Wickersham	 
	 	Title:	Chief
    Executive Officer	 


 




    	 	 	 



     


    

 


[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ units (“Units”) of Eastside
Distilling, Inc., a Nevada corporation (the Company”), each Unit consisting of one share of common stock of the Company,
par value $0.0001 per share (the “Common Stock”), and warrants in the form of Exhibit A attached hereto (the “Warrants”)
to purchase one share of Common Stock. The shares of Common Stock and the Warrants are immediately separable and will be issued
separately upon this notice of Exercise. The undersigned hereby makes payment of $____ (at an Exercise Price of $____ per Unit)
in payment of the Exercise Price pursuant thereto. Please issue the Units as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Units for which this Purchase
Warrant has not been exercised.


 





	Signature	 	 
	 	 	 
	Signature Guaranteed 	 	 










 




    	 	 	 



     


    

 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print
    in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.


 




    	 	 	 



     


    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase units (“Units”)
of Eastside Distilling, Inc., a Nevada corporation (the “Company”), each unit consisting of one share of common
stock, par value $0.0001 per share (the “Common Stock”) and warrants in the form of Exhibit A attached
hereto (the “Warrants”) to purchase one share of Common Stock, evidenced by the Purchase Warrant and does hereby
authorize the Company to transfer such right on the books of the Company.


 


	Dated: __________, 20__	 
	 	 
	Signature	 	 
	 	 	 
	Signature Guaranteed 	 	 







 





NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.