Exhibit 10.3


 


WAIVER 


 


This Waiver (this
“Agreement”) is entered into and made effective as of May 31, 2016, by and among Eastside Distilling, Inc. f/k/a
Eurocan Holdings, Ltd. (the “Company”) and River North Investments, LLC (“Holder”). The Company
and Holder are sometimes collectively referred to herein as the “Parties” or individually as a “Party.”


 


RECITALS 


  


WHEREAS, on June 13,
2014, the Company issued Crystal Falls Investments, LLC (“CF”) a 5% Note in the amount of $150,000, the terms
of which were amended on September 19, 2014 pursuant an Amended Five Percent Convertible Note and further amended by that certain
First Amendment dated July 24, 2015 and further amended by that certain Second Amendment dated September 9, 2015 and further amended
by that certain Third Amendment dated as of December 13, 2015 and further amended by that certain Fourth Amendment dated April
1, 2016 (as amended, the “Note”).


 


WHEREAS, on September
8, 2015, CF issued Holder a promissory note in the amount of $150,000 (the “CF Note”), which CF Note was secured
by CF’s pledge of the Note pursuant to the terms and conditions of that certain Pledge Agreement dated September 8, 2015
between CF and Holder.


 


WHEREAS, on May 10,
2016, the Note was assigned and transferred to Holder pursuant to the terms and conditions of that certain Note Transfer in Lieu
of Foreclosure Agreement between CF and Holder.


 


WHEREAS, the total
amount of principal and interest due under the Note at May 31, 2016 was $120,120.90, of which $105,000 is related to principal
and $15,120.90 is related to accrued and unpaid interest.


 


WHEREAS, the Note
requires the Company to pay the Note in full on May 31, 2016 and the Company may be unable to make such payment as required under
the Note and the Note further provides that any request for an extension of payment would be a default under the Note (the “Potential
Defaults”) and the Company will acknowledge that the Potential Defaults, if they occur, would constitute an Event of
Default under the Note;


 


WHEREAS, subject to
the terms and conditions set forth herein, the parties hereto wish to provide a temporary waiver of the Potential Defaults; and


 


NOW THEREFORE, in
consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


Section 1. Acknowledgment
and Waiver.


 


(a) The Company hereby
acknowledges and agrees that the Potential Defaults, if they occur, would constitute an Event of Default for all purposes under
the Note.


 




     


     


    

 


(b) Holder hereby
agrees, subject to the terms of this Agreement, to waive the Potential Defaults so long as full payment is received on the Note
on or before June 30, 2016 (the “Waiver Termination Date”).


 


(c) The waiver by
Holder described above is limited to the Potential Defaults. Holder reserves the right to exercise any rights and remedies
available to the them in connection with such Potential Defaults on and after the Waiver Termination Date if full payment of the
Note has not been received on or before the Waiver Termination Date.


 


Section 2. Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together,
constitute a single instrument. This Agreement may be executed by facsimile signature or by electronic mail (including via any
“.pdf” or other similar electronic means) and all such signatures shall be effective as originals.


 


Section 3. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted pursuant to the Note.


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto, intending to be legally bound, have each executed this Agreement on the dates set forth above.


 


	COMPANY:	EASTSIDE
    DISTILLING, INC.
	 	f/k/a Eurocan Holdings Ltd.
	 	 	 
	 	By:	/s/ Steven Earles
	 	Name: Steven Earles
	 	Title:  Chief Executive Officer
	 	 
	HOLDER:	RIVER
    NORTH EQUITY, LLC
	 	 	 
	 	By:	/s/ Edward Liceaga
	 	Name:  Edward Liceaga
	 	Title:  President