Exhibit 10.2


 


EASTSIDE DISTILLING, INC.


 


SUBSCRIPTION AGREEMENT


 


The undersigned (hereinafter
“Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”)
of Eastside Distilling, Inc., a Nevada corporation (the “Company”), on the terms described below, with each
Unit consisting of:


 


(a)          One
share (collectively, the “Shares”) of Series A Convertible Preferred Stock of the Company, par value $0.0001
per share with the rights, preferences and privileges set forth on on the Certificate of Designation attached as Exhibit B
to the Memorandum (the “Preferred Stock”), convertible into shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”) at a conversion price of $0.075 per share. The Shares of Common
Stock underlying each share of Preferred Stock are herein referred to as the “Conversion Shares;”


 


(b)          a
warrant (collectively, the “Warrants”) to purchase, at any time prior to the third anniversary of the date of
issuance of the Warrant, thirteen thousand three hundred thirty-two (13,332) shares of Common Stock at the exercise price of $0.10
per whole share of Common Stock (the “Warrant Exercise Price”). The shares of Common Stock underlying each Warrant
are referred to herein as the “Warrant Shares.”


 


Capitalized terms used
and not otherwise defined herein shall have the meanings set forth for such terms in the Company’s Amended and Restated Private
Placement Memorandum Supplement, dated May 18, 2016 (as amended or supplemented, and together with all documents and exhibits thereto,
the “Memorandum”). The Units, the Shares, Conversion Shares, the Warrants and the Warrant Shares are sometimes
referred to collectively herein as the “Securities.”


 


In connection with this
subscription, Subscriber and the Company agree as follows:


 


1.            Purchase
and Sale of the Units; Issuance of Adjustment Shares.


 


(a)          The
Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number of
Units at a price equal to $1,000 per Unit (the “Unit Price”) and for the aggregate subscription amount set forth
on the signature page hereto. The form of Warrant is as annexed to the Memorandum. Upon acceptance of this Subscription Agreement
by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant certificate evidencing the
applicable number of Shares and Warrants subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below).


 


(b)          Subscriber
has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set
forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars
by cash, wire transfer, check, or cancellation of indebtedness, subject to collection, to the order of “Eastside Distilling,
Inc.”


 




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(c)          Subscriber
understands and acknowledges that this subscription is part of a proposed placement by the Company of up to $3,000,000 of Units,
which offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period,
funds will be held in an account established by the Company and released at the discretion of the Company from time to time. If
a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor
without interest or deduction.


 


2.            Covenants,
Representations and Warranties of Subscriber. Subscriber covenants with, and represents and warrants to, the Company as follows:


 


(a)          The
Confidential Purchaser Questionnaire has been completed, signed and delivered to the Company by the Subscriber and is, as of the
date hereof, true, complete, and correct in all respects.


 


(b)          By
initialing one of the categories below, the Subscriber represents and warrants that the Subscriber comes within the category so
initialed. The Subscriber agrees to furnish any additional information which the Company deems necessary in order to verify the
answers set forth below. The Subscriber must initial AT LEAST ONE CATEGORY BELOW.


 


	 	(i)	—	The undersigned has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Shares and protecting the undersigned’s own interests in this transaction, and does not desire to utilize the services of any other person in connection with evaluating such merits and risks.
	 	 	 	 
	 	(ii)	—	The undersigned intends to use or has used the services of a purchaser representative acceptable to the Company (“Purchaser Representative”) in connection with evaluating the merits and risks of an investment in the Securities.  The undersigned hereby acknowledges the following named person(s) to be the undersigned’s Purchaser Representative in connection with evaluating the merits and risks of an investment in the Shares (a properly filled out Purchaser Representative Questionnaire must be provided with this document):


 




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	 	The advisor’s name, address, and occupation are as follows:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


(c)          The
Subscriber acknowledges that the offering of the Shares is subject to the Federal securities laws of the United States and state
securities laws of those states in which the Shares are offered.


 


By initialing one of the
categories below, the Subscriber represents and warrants that the Subscriber comes within the category so initialed and has truthfully
set forth the factual basis or reason the Subscriber comes within that category. All information in response to this paragraph
will be kept strictly confidential. The Subscriber agrees to furnish any additional information which the Company deems necessary
in order to verify the answers set forth below. The Subscriber is not required to initial any Category below, but should
do so if the Subscriber falls within such Category.


 


	Category I	—	The Subscriber is a director or executive officer of the Company.
	 	 	 
	Category II	—	The Subscriber is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with the Subscriber’s spouse, presently exceeds $1,000,000, excluding the value of the primary residence of the Subscriber.
	 	 	 
	 	 	Explanation.  In calculation of net worth, the Subscriber may include equity in personal property and real estate (other than the primary residence of the Subscriber), including the Subscriber’s cash, short term investments, stocks, securities.  Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.
	 	 	 
	Category III	—	The Subscriber is an individual (not a partnership, corporation, etc.) who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with the Subscriber’s spouse in excess of $300,000 in each of the two most recent years, and has a reasonable expectation of reaching the same income level in the current year.


 


(d)          Subscriber
acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution
or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular
price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring,
or disposing of the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated
by the Securities and Exchange Commission (“SEC”) thereunder, and applicable state securities laws; and that
an investment in the Securities is not a liquid investment.


 




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(e)          Subscriber
acknowledges the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from
such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited
resale of common stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other
things, the existence of a public market for the common stock, the availability of certain current public information about the
Company, the resale occurring not less than six-months after a party has purchased and paid for the security to be sold.


 


(f)          Subscriber
acknowledges that Subscriber and the Purchaser Representative, if any, has had the opportunity to ask questions of, and receive
answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional
information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable
effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber
acknowledges that Subscriber and the Purchaser Representative, if any, has had the opportunity to discuss the Company’s business,
management and financial affairs with the Company’s management or any person acting on its behalf. Subscriber has received
and reviewed the Memorandum (and all exhibits attached thereto), and all the information, both written and oral, that it desires.
Without limiting the generality of the foregoing, Subscriber, and the Purchaser Representative, if any, has been furnished with
or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s publicly available documents, and
(ii) all information, both written and oral, it desires with respect to the Company’s business, management, financial affairs
and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information
furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make
any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations
or information.


 


(g)          Subscriber
has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform
Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid
and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief
or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law.


 




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(h)          Subscriber
has carefully considered and has discussed with the Subscriber’s professional legal, tax, accounting and financial advisors,
to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription
Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has determined
that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber.
Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber
understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liabilities which may arise
as a result of this investment or the transactions contemplated by this Subscription Agreement.


 


(i)          Neither
this Subscription Agreement nor the Confidential Purchaser Questionnaire contain any untrue statement of a material fact or omit
any material fact concerning Subscriber.


 


(j)          There
are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s properties before any court
or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s
ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the
transactions contemplated hereby.


 


(k)         The
execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Securities will
not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber’s articles
of incorporation or bylaws or other governing documents, if applicable, or any of Subscriber’s material agreements nor result
in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the
Securities.


 


(l)          Subscriber
acknowledges the Securities are speculative and involve a high degree of risk and that Subscriber can bear the economic risk of
the purchase of the Securities, including a total loss of his/her/its investment.


 


(m)        Subscriber
acknowledges he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors” section
of the Memorandum prior to making an investment decision.


 


(n)         Subscriber
recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities.


 


(o)         Subscriber
is aware the Securities are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of
the general rules and regulations under the Act.


 


(p)         Subscriber
understands any and all certificates representing the Securities and any and all securities issued in replacement thereof or in
exchange therefore shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands:


 




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“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
FOR THIS CORPORATION, IS AVAILABLE.”


 


(q)          Because
of the restrictions imposed on resale, Subscriber understands the Company shall have the right to note stop-transfer instructions
in its stock transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales, transfers,
or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act.


 


(r)          Subscriber
acknowledges that Subscriber either alone or his/her Purchaser Representative has such knowledge and experience in financial and
business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Securities and of making
an informed investment decision.


 


(s)          Subscriber
represents: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss
of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests
in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company
or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character,
business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified
to evaluate and assess the risks, nature and other aspects of this subscription.


 


(t)          Subscriber
further represents the address set forth in the Confidential Purchaser Questionnaire is his/her principal residence (or, if Subscriber
is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities
for Subscriber’s own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing
the Securities for investment and not with a view to resale or distribution; and Subscriber has not formed any entity for the purpose
of purchasing the Securities.


 


(u)          Subscriber
understands the Company shall have the unconditional right to accept or reject each subscription, in whole or in part, for any
reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s
funds). No subscription will be binding upon the Company until accepted by an authorized officer of the Company. In the event the
subscription is rejected, Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom.


 




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(v)         Subscriber
and his/her Purchaser Representative, if any, have not been furnished with any oral representation or oral information in connection
with the offering of the Securities that is not contained in the Memorandum and this Subscription Agreement.


 


(w)          Subscriber
represents that Subscriber is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio
or presented at any seminar or meeting.


 


(x)          Subscriber
has carefully read this Subscription Agreement, the Certificate of Designation, Warrant, and the Memorandum, and Subscriber has
accurately completed the Confidential Purchaser Questionnaire which accompanies this Subscription Agreement.


 


(y)          No
representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities, Subscriber
is not relying upon any representations other than those contained in the Memorandum or in this Subscription Agreement.


 


(z)          Subscriber
represents and warrants, to the best of its knowledge, that other than set forth in the Memorandum, no finder, broker, agent, financial
advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation
in connection with the transactions contemplated by this Subscription Agreement.


 


(aa)         Subscriber
represents and warrants that Subscriber: (i) has not distributed or reproduced the Memorandum, in whole or in part, at any time,
without the prior written consent of the Company; and (ii) for three (3) years from the date hereof will keep confidential the
existence of the Memorandum and the information contained therein or made available in connection with any further investigation
of the Company and not use the information about the Company for any other purpose.


 


(bb)         If
Subscriber is a trust, this investment, together with all other securities of the Company held by the trust, does not exceed 10%
of the trust assets.


 


3.             Covenants,
Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:


 


(a)          The
Company is duly organized and validly exists as a corporation in good standing under the laws of the State of Nevada.


 


(b)          The
Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.


 




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(c)          All
necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance
of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company
pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly
authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles.


 


(d)          As
of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation
pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties,
or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will
not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties
or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect
to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually
or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties,
or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.


 


(e)          The
Units (and component parts) to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement
have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable
and will conform to the description thereof in the Memorandum. The Shares of the Preferred Stock are convertible into Common Stock
and the shares of Common Stock issuable upon conversion of the Preferred Stock have been duly authorized and when issued and delivered
upon exercise and due payment therefor will be validly issued, fully paid and non-assessable. The Warrants are exercisable for
Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and
delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the
description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe
for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether
issued directly as part of the Units, or upon exercise of the Warrants) pursuant to the Company's articles of incorporation or
by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company.
The Company has reserved sufficient shares of Common Stock to be issued upon conversion of the Preferred Stock and exercise of
the Warrants.


.


(f)          The
Memorandum and/or information provided by the Company to the undersigned hereof does not and shall not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
in light of circumstances made therein not misleading.


 




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4.            Indemnification.
Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees, shareholders, agents representatives
and affiliates, and any person acting on behalf of the Company, from and against any and all damage, loss, liability, cost and
expense (including reasonable attorneys’ fees) which any of them may incur by reason of the failure by Subscriber to fulfill
any of the terms and conditions of this Subscription Agreement, or by reason of any breach of the representations and warranties
made by Subscriber herein, or in any other document provided by Subscriber to the Company. All representations, warranties and
covenants of each of Subscriber and the Company contained herein shall survive the acceptance of this subscription.


 


5.            Patriot
Act Compliance. (Terms used in this section are defined in paragraph (d) below.)


 


To induce the Company to
accept the undersigned’s investment, the undersigned hereby makes the following representations, warranties and covenants
to the Company:


 


(a)          The
undersigned represents and warrants that no holder of any beneficial interest in the undersigned’s equity securities of the
Company (each a “Beneficial Interest Holder”) and, no Related Person (in the case the undersigned is an entity)
is or will be:


 


		(1)	A person or entity whose name appears on the list of specially
designated nationals and blocked persons maintained by the Office of Foreign Asset Control from time to time;



 


		(2)	A Foreign Shell Bank; or



 


		(3)	A person or entity resident in or whose subscription funds
are transferred from or through an account in a Non-Cooperative Jurisdiction.



 


(b)          The
undersigned represents that the bank or other financial institution (the “Wiring Institution”) from which the
undersigned’s funds will be wired is located in a FATF Country.


 


(c)          The
undersigned represents that:


 


		(1)	Neither it, any Beneficial Interest Holder nor any Related
Person (in the case of the undersigned is an entity) is a Senior Foreign Political Figure, any member of a Senior Foreign Political
Figure’s Immediate Family or any Close Associate of a Senior Foreign Political Figure;



 


		(2)	Neither it, any Beneficial Interest Holder nor any Related
Person (in the case the undersigned is an entity) is resident in, or organized or chartered under the laws of, a jurisdiction
designated by the Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due
to money laundering concerns; and



 


		(3)	Its investment funds do not originate from, nor will they
be routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered
under the laws of a Non-Cooperative Jurisdiction.



 




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(d)          Definitions:


 


Close Associate: With
respect to a Senior Foreign Political Figure, a person who is widely and publicly known internationally to maintain an unusually
close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial
domestic and international financial transactions on behalf of the Senior Foreign Political Figure.


 


FATF: The Financial
Action Task Force on Money Laundering.


 


FATF Country: A country
that is a member of FATF. As of September 1, 2003, the countries which are members of FATF are: Argentina; Australia; Austria;
Belgium; Brazil; Canada; Denmark; Finland; France; Germany; Greece; Hong Kong; Iceland; Ireland; Italy; Japan; Luxembourg; Mexico;
Kingdom of the Netherlands; New Zealand; Norway; Portugal; Singapore; South Africa; Spain; Sweden; Switzerland; Turkey; United
Kingdom and United States. For a current list of FATF members see http://www1.oecd.org/fatf/Members_en.htm.


 


Foreign Bank: An organization
which (i) is organized under the laws of a country outside the United States; (ii) engages in the business of banking; (iii) is
recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations;
(iv) receives deposits to a substantial extent in the regular course of its business; and (v) has the power to accept demand deposits,
but does not include the U.S. branches or agencies of a foreign bank.


 


Foreign Shell Bank:
A Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate.


 


Government Entity:
Any government or any state, department or other political subdivision thereof, or any governmental body, agency, authority or
instrumentality in any jurisdiction exercising executive, legislative, regulatory or administrative functions of or pertaining
to government.


 


Immediate Family:
With respect to a Senior Foreign Political Figure, typically includes the political figure’s parents, siblings, spouse, children
and in-laws.


 


Non-Cooperative Jurisdiction:
Any foreign country or territory that has been designated as non-cooperative with international anti-money laundering principles
or procedures by an intergovernmental group or organization, such as FATF, of which the United States is a member and with which
designation the United States representative to the group or organization continues to concur. See http://www1.oecd.org/fatf/NCCT_en.htm
for FATF’s list of non-cooperative countries and territories.


 




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Physical Presence:
A place of business maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic
address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank:
(a) employs one or more individuals on a full-time basis; (b) maintains operating records related to its banking activities; and
(c) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.


 


Publicly Traded Company:
An entity whose securities are listed on a recognized securities exchange or quoted on an automated quotation system in the U.S.
or country other than a Non-Cooperative Jurisdiction or a wholly-owned subsidiary of such an entity.


 


Qualified Plan: A
tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer organized
in the U.S. or is a U.S. Government Entity.


 


Regulated Affiliate:
A Foreign Shell Bank that: (a) is an affiliate of a depository institution, credit union or Foreign Bank that maintains a Physical
Presence in the U.S. or a foreign country, as applicable; and (b) is subject to supervision by a banking authority in the country
regulating such affiliated depository institution, credit union or Foreign Bank.


 


Related Person: With
respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided
that in the case of an entity that is a Publicly Traded Company or a Qualified Plan, the term “Related Person” shall
exclude any interest holder holding less than 5% of any class of securities of such Publicly Traded Company and beneficiaries of
such Qualified Plan.


 


Senior Foreign Political
Figure: A senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government
(whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned
corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed
by, or for the benefit of, a Senior Foreign Political Figure.


 


USA PATRIOT Act: The
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act)
Act of 2001 (Pub. L. No. 107-56).


 


6.            Independent
Nature of Subscriber’s Obligations and Rights. The obligations of the Subscriber under this Agreement and any other
documents delivered in connection herewith and therewith (collectively, the “Transaction Documents”) are several and
not joint with the obligations of any other purchaser of Units, and the Subscriber is not responsible in any way for the performance
of the obligations of any other purchaser of Units under any Transaction Document. The decision of the Subscriber to purchase
Units pursuant to the Transaction Documents has been made by the Subscriber independently of any other purchaser of Units. Nothing
contained herein or in any Transaction Document, and no action taken by any purchaser of Units pursuant thereto, shall be deemed
to constitute such purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption
that the purchasers of Units are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. The Subscriber acknowledges that no other purchaser of Units has acted as agent for
the Subscriber in connection with making its investment hereunder and that no other purchaser of Units will be acting as agent
of the Subscriber in connection with monitoring its investment in the Units or enforcing its rights under the Transaction Documents.
The Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising
out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other purchaser of Units
to be joined as an additional party in any proceeding for such purpose.


 




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7.            Miscellaneous.


 


(a)          Subscriber
agrees not to transfer or assign this Subscription Agreement or any of Subscriber’s interest herein and further agrees that
the transfer or assignment of the Securities acquired pursuant hereto shall be made only in accordance with all applicable laws.


 


(b)          Subscriber
agrees that Subscriber cannot cancel, terminate or revoke this Subscription Agreement or any agreement of Subscriber made hereunder,
and this Subscription Agreement shall survive the death or legal disability of Subscriber and shall be binding upon Subscriber’s
heirs, executors, administrators, successors and permitted assigns.


 


(c)          Subscriber
has read and accurately completed this entire Subscription Agreement and Memorandum (including all Exhibits attached thereto).


 


(d)          This
Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and
may be amended only by a written execution by all parties.


 


(e)          Subscriber
acknowledges it has been advised to consult with his/her/its own attorney regarding this subscription and Subscriber has done so
to the extent that Subscriber deems appropriate. Subscriber understands and agrees that Subscriber has not been represented in
this transaction by counsel to the Company.


 


(f)          Any
notice or other document required or permitted to be given or delivered to the Subscriber shall be in writing and sent: (i) by
registered or certified mail with return receipt requested (postage prepaid) or (ii) by a recognized overnight delivery service
(with charges prepaid).


 


If to the Company, at:


 


Eastside Distilling, Inc.


1805 SE Martin Luther King Jr Blvd.


Portland, Oregon 97214


Email: steven@eastsidedistilling.com


Attn.: Chief
Executive Officer


 




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If to the Subscriber,
at its address set forth on the signature page to this Subscription Agreement, or such other address as it shall have specified
to the Company in writing.


 


(g)          Failure
of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and
the Subscriber, or otherwise, or delay by the Company in exercising such right or remedy, will not operate as a waiver thereof.
No waiver by the Company will be effective unless and until it is in writing and signed by the Company.


 


(h)          This
Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Nevada,
as such laws are applied by the Nevada courts except with respect to the conflicts of law provisions thereof, and shall be binding
upon the Subscriber, the Subscriber’s heirs, estate, legal representatives, successors and assigns and shall inure to the
benefit of the Company, its successors and assigns.


 


(i)          Any
legal suit, action or proceeding arising out of or relating to this Subscription Agreement or the transactions contemplated hereby
shall be instituted exclusively in state or federal courts located in City of Portland, State of Oregon (the “Oregon Courts”).
The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action
or proceeding, and (ii) irrevocably consent to the jurisdiction of the applicable Oregon Court in any such suit, action or proceeding.
The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action
or proceeding in the Oregon Courts and agree that service of process upon a party mailed by certified mail to such party’s
address shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding.


 


(j)          If
any provision of this Subscription Agreement is held to be invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed modified to conform to such statute or rule of law. Any provision hereof that may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.


 


(k) The parties understand
and agree money damages would not be a sufficient remedy for any breach of the Subscription Agreement by the Company or the Subscriber
and that the party against which such breach is committed shall be entitled to equitable relief, including injunction and specific
performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by either
party of the Subscription Agreement but shall be in addition to all other remedies available at law or equity to the party against
which such breach is committed.


 


(l)          All
pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity
of the person or persons may require.


 




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(m)          This
Subscription Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.


 


[Signature Pages Follow]


 




    14 


     


    

Signature Page for Individuals:


 


IN WITNESS WHEREOF, Subscriber
has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$_________________________________($1,000 per Unit)	 	 
	Purchase Price	 	Number of Units
	 	 	 
	 	 	 
	Print or Type Name	 	Print or Type Name (Joint-owner)
	 	 	 
	 	 	 
	Signature	 	Signature (Joint-owner)
	 	 	 
	 	 	 
	Date	 	Date (Joint-owner)
	 	 	 
	 	 	 
	IRS Taxpayer Identification Number	 	IRS Taxpayer Identification Number (Joint-owner)
	 	 	 
	 	 	 
	Address	 	Address (Joint-owner)
	 	 	 
	 	 	 
	Telephone Number	 	Telephone Number
	 	 	 
	 	 	 
	Fax Number	 	Fax Number
	 	 	 
	 	 	 
	E-mail Address	 	E-mail Address


 


Type of Ownership


 


	 	⁭ ̈	Individual
	 	⁭ ̈	Tenants in common
	 	⁭ ̈	Joint tenants with right of survivorship
	 	⁭ ̈	Community property (check only if resident of community property state)
	 	⁭ ̈	Other (please specify:____________________)


 




    15 


     


    

 


Wiring Instructions:


 


Bank Name: Chase



ABA:


SWIFT:


Tel Number:


Address:


Acct #:


Acct. Name:


Reference:


 




    16 


     


    

Partnerships, Corporations or Other Entities:


 


IN WITNESS WHEREOF, Subscriber
has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$ ______________________ ($1,000 per Unit)	 	 
	   Total Purchase Price	 	Number of Units
	 	 	 
	 	 	 
	Print or Type Name of Entity	 	 
	 	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	Telephone Number	 	 
	 	 	 
	 	 	 
	Fax Number	 	 
	 	 	 
	 	 	 
	Email Address	 	 
	 	 	 
	 	 	 
	Taxpayer I.D. No. (if applicable)	 	Date
	 	 	 
	By: __________________________________	 	 
	Signature: Name:	 	Print or Type Name and Indicate
	Title:	 	Title or Position with Entity
	 	 	 
	 	 	 
	Signature (other authorized signatory)	 	Print or Type Name and Indicate
	 	 	Title or Position with Entity


 


Type of Ownership


 


	 	⁭ ̈	Corporation
	 	⁭ ̈	Limited Liability Company
	 	⁭ ̈	Partnership
	 	⁭ ̈	Trust
	 	⁭ ̈	Other (please specify:____________________)


 




    17 


     


    

 


All subscriptions from partnerships, corporations,
trusts or limited liability companies must be accompanied by resolutions of the appropriate corporate authority (board of directors,
trustee or managing partner or members, as applicable) and trust documents evidencing the authorization and power to make the subscription.


 


Wiring Instructions:


 


Bank Name:


ABA:


SWIFT:


Tel Number:


Address:


Acct #:


Acct. Name:


Reference:


 




    18 


     


    

 


SUBSCRIPTION ACCEPTANCE BY EASTSIDE DISTILLING
INC.


 


IN WITNESS WHEREOF, the
Company has caused this Subscription Agreement to be executed, and the foregoing subscription accepted, as of the date indicated
below.


 


	 	Eastside Distilling, Inc.
	 	 	 
	 	By:  	 
	 	Name:	 
	 	Title:	 


 


Date: _______________________, 2016


 




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