Exhibit 4.2


 


THIS WARRANT AND THE SHARES ISSUABLE UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN
OR IN A SUBSCRIPTION AGREEMENT DATED AS OF ________, 2016, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL,
IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.


 


COMMON STOCK PURCHASE WARRANT


 


EASTSIDE DISTILLING, INC.


 


Right to Purchase
__________ Shares of Common Stock, par value $.0001 per share


 


THIS CERTIFIES THAT,
for value received_______________ or its registered assigns, is entitled to purchase from Eastside Distilling, Inc., a Nevada
corporation whose shares of Common Stock (defined below) (the “Company”), at any time or from time to time during
the period specified in Paragraph 2 hereof, _______________ (________) fully paid and nonassessable shares of the Company’s
Common Stock, par value $.0001 per share (the “Common Stock”), at an exercise price per whole share equal to
$0.10 (the “Exercise Price”); The term “Warrant Shares,” as used herein, refers to the shares
of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph
4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Subscription
Agreement(s), by and among the Company and the Buyers listed on the execution pages thereto.


 


This Warrant is subject
to the following terms, provisions, and conditions:


 


1.          Manner
of Exercise; Issuance of Certificates; Payment for Shares. Subject to the provisions hereof,
this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during
normal business hours on any business day at the Company’s principal executive offices (or such other office or agency
of the Company as it may designate by notice to the holder hereof), and upon payment to the Company in cash, by certified or
official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified
in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such
holder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant
shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for
such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5)
business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations
as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be
designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the
Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been exercised.


 




     


     


    

  


Notwithstanding anything
in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of
shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities
of the Company) subject to a limitation on conversion or exercise analogous to the limitation contained herein and (ii) the number
of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination
described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation
on exercise of this Warrant set forth herein may not be amended without the written consent of the holder hereof and the Company.


 


2.          Period
of Exercise. (a)          This
Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered
pursuant to the terms of the Subscription Agreement and before 6:00 p.m., New York, New York time on the third
(3rd) anniversary of the date of issuance (the “Exercise Period”)


 


(b)          If
at any time during the Exercise Period the Common Stock trades at or above $0.30 per share (subject to adjustment for forward and
reverse stock splits, recapitalizations, stock dividends and the like) (the “Threshold Price”) during 10 consecutive
Trading Days (the "Measurement Period"), then upon 30 days prior written notice “Forced Exercise Notice”),
the Company may force the Holder to exercise the Warrant at a price per share equal to the Exercise Price during the 30-day period
following the date of the Forced Exercise Notice (the “Forced Exercise Period”). Any Warrants which are not
exercised by 5:00 p.m. EST on the final day of the Forced Exercise Period will be cancelled and of no further force and effect.
Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Forced Exercise Notice or require
the cancellation of this Warrant (and any Forced Exercise Notice will be void), unless during the Forced Exercise Period the Company
has effective under the Securities Act of 1933, as amended, a registration statement providing for the resale of the Warrant Shares
and the prospectus thereunder available for use by the Holders for the resale of all such Warrant Shares. “Trading Day”
means any day on which the Common Stock is traded on the primary national or regional stock exchange on which the Common Stock
is listed, or, if not listed, the OTC Markets if quoted thereon, and on which day the foregoing is open for the transaction of
business


 


3.          Certain
Agreements of the Company. The Company hereby covenants and agrees as follows:


 




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(a)          Shares
to be Fully Paid. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued,
fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.


 


(b)          Reservation
of Shares. During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.


 


(c)          Certain
Actions Prohibited. The Company will not, by amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder
of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment,
consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i) will not
increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then
in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 


(d)          Successors
and Assigns. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition
of all or substantially all the Company’s assets.


 


4.          Antidilution
Provisions. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to
adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as
required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.


 


(a)          Subdivision
or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares,
then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the
date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately
increased.


 


(b)          Consolidation,
Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation,
or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan
of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision
will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu
of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore
acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In
any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter
be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of
this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof,
the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and
the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the
foregoing provisions, the holder may be entitled to acquire.


 






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(c)          Distribution
of Assets. In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common
Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled
upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount
of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such distribution.


 


(d)          Notice
of Adjustment. Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each
such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall
be certified by the Chief Financial Officer of the Company.


 


(e)          Minimum
Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise
Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward
and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried
forward, shall amount to not less than 1% of such Exercise Price.


 


(f)          No
Fractional Shares. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but the Company
shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same
fraction of the Market Price of a share of Common Stock on the date of such exercise.


 


(g)          Other
Notices. In case at any time:


 


(1)         the
Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution
(including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;


 


(2)         the
Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or
other rights;


 




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(3)         there
shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the
Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or


 


(4)         there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then, in each such case, the Company shall
give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken
for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for
determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof
by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall
be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other
securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation,
or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the
Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the
validity of the proceedings referred to in clauses (1), (2), (3) and (4) above.


 


(h)          Certain
Events. If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly
provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(d) hereof, and the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable
upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.


 


(i)          Certain
Definitions.


 


(1)         
“Market Price,” as of any date, (i) means the average of the last reported sale prices for the shares of
Common Stock on the OTC Markets for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii)
if the OTC Markets is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices
on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value
cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably
determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders
of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses
similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing
definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.


 


(2)         “Common
Stock,” for purposes of this Paragraph 4, includes the Common Stock, par value $.0001 per share, and any additional
class of stock of the Company having no preference as to dividends or distributions on liquidation, provided that the shares purchasable
pursuant to this Warrant shall include only shares of Common Stock, par value $.0001 per share, in respect of which this Warrant
is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or in the case of any reorganization,
reclassification, consolidation, merger, or sale of the character referred to in Paragraph 4(b) hereof, the stock or other securities
or property provided for in such Paragraph.


 




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5.          Issue
Tax. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to
the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than the holder of this Warrant.


 


6.          No
Rights or Liabilities as a Shareholder. This Warrant shall not entitle the holder hereof to any voting rights or other
rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder
hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall
give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


7.          Transfer,
Exchange, and Replacement of Warrant.


 


(a)          Restriction
on Transfer. This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender
of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company
referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions
set forth in Paragraph 7(f) hereof and to the applicable provisions of the Subscription Agreement. Until due presentment for registration
of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for
all purposes, and the Company shall not be affected by any notice to the contrary.


 


(b)          Warrant
Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the holder hereof
at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the
aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants
to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.


 


(c)          Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory
in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the
Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


(d)          Cancellation;
Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided
in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable
in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.


 




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(e)          Register.
The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.


 


(f)          Exercise
or Transfer Without Registration. If, at the time of the surrender of this Warrant in connection with any exercise, transfer,
or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be
registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition
of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish
to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise,
transfer, or exchange may be made without registration under said Act and under applicable state securities or blue sky laws, (ii)
that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company
and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an “accredited investor” shall be required in connection with
a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents
to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof.


 


8.          Notices.
All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of
this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by
recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the
books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All
notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be
in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight
mail courier, postage prepaid and addressed, to the office of the Company at 1805 SE Martin Luther King Jr. Blvd., Portland,
Oregon 97214 Attention: President, or at such other address as shall have been furnished to the holder of this Warrant by
notice, or at such other address as shall have been furnished to the holder of this Warrant by notice from the Company. Any
such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a
writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided
above. All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt
thereof by the person entitled to receive such notice at the address of such person for purposes of this Paragraph 8, or, if
mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post
Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.


 




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9.          Governing
Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN COUNTY OF
PORTLAND, OREGON, WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.
NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES
AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING
UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE
PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 


10.         Miscellaneous.


 


(a)          If
the resale of the Warrant Shares by the holder is not registered pursuant to an effective registration statement under the Securities
Act and this Warrant is exercised in whole or in part, then each certificate representing Warrant Shares issued upon the exercise
of this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.”


 


(b)          Amendments.
This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and the holder hereof.


 




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(c)          Descriptive
Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of reference only,
and shall not affect the meaning or construction of any of the provisions hereof.


 


(d)          Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder, 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 Warrant will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Warrant, that the holder 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 Warrant and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer.         


 


	 	EASTSIDE DISTILLING, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Dated as of __________, 2016


 




     


     


    

  


FORM OF EXERCISE AGREEMENT


 


Dated: ________ __, 20__


 


To:______________________


 


The undersigned, pursuant
to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant,
and makes payment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official
bank check in the amount of $_________. Please issue a certificate or certificates for such shares of Common Stock in the name
of and pay any cash for any fractional share to:


 


	 	Name:	 
	 	 	 
	 	Signature:	 
	 	Address:	 
	 	 	 


 


		Note:	The above signature should correspond exactly with the name on the face of the within Warrant,
if applicable.



 


and, if said number of shares of Common Stock
shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned
covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash.


 




     


     


    

  


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to
the number of shares of Common Stock covered thereby set forth herein below, to:


 


	Name of Assignee	Address	No of Shares
	 	 	 
	 	 	 
	 	 	 


 


, and hereby irrevocably constitutes and appoints
___________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation,
with full power of substitution in the premises.


 


Dated:________ __, 201_


 


	In the presence of:	 	 
	 	Name:	 
	 	 	 
	 	Signature:	 
	 	Title of Signing Officer or Agent (if any):
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


		Note:	The above signature should correspond exactly with the name on the face of the within Warrant,
if applicable.