Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2021, by and among Eastside Distilling,
Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each
a “Subscriber” and collectively “Subscribers”).


 


WHEREAS,
the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(a)(2), Section 4(a)(6) and/or Regulation D (“Regulation D”) as promulgated
by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
as amended (the “1933 Act”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers, in the aggregate, shall purchase up to Three Million Three Hundred Thousand
Dollars ($3,300,000) (the “Purchase Price”) of principal amount of secured convertible promissory notes of
the Company (“Note” or “Notes”) which notes are convertible into shares (“Conversion
Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) pursuant
to the terms and conditions set forth in the Notes with an initial conversion price of $2.20, the form of which is annexed hereto
as Exhibit A, and in connection with the purchase of such Notes, each Subscriber shall receive a warrant (a “Warrant”),
in the form annexed hereto as Exhibit B, to purchase a number of shares of Common Stock (“Warrant Shares”)
equal to 60% of the principal amount of any Note issued to such Subscriber hereunder divided by the conversion price of the Note
issued to such Subscriber, at an exercise price equal to $2.65. The Notes, the Conversion Shares, the Warrants, and the Warrant
Shares are collectively referred to herein as the “Securities.”


 


WHEREAS,
to secure payment for the Notes, concurrent with the Closing Date, the Company will grant Subscribers a security interest in certain
assets pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security
Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the
Subscribers hereby agree as follows:


 


1.
Conditions to Closing. Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on one or more
Closing Dates (as defined in Section 2) in respect of one or more Closings, (i) each Subscriber shall purchase, and the
Company shall sell to each Subscriber, one or more Notes in the aggregate principal amount designated on the signature page hereto
(aggregated across all Notes purchased by such Subscriber), and (ii) and each Subscriber that purchases a Note shall receive a
Warrant to purchase a number of Warrant Shares equal to 60% of the principal amount of any Note issued to such Subscriber hereunder
divided by the conversion price of the Note issued to such Subscriber, at an exercise price equal to $2.65. The aggregate amount
of the Notes to be purchased by the Subscribers across the Closing Dates for all Closings shall, in the aggregate, be equal to
the Purchase Price. Notwithstanding anything to the contrary contained herein, the parties agree that up to $40,000, representing
legal fees of the Subscribers for this Agreement and the transactions related thereto, shall be deducted from the Purchase Price
to be paid by the Subscribers to the Company on the date of the first Closing Date to occur.


 




    	 



    	 



    

 


2.
Closing Date. The “Closing Date” for any Closing shall be the date that any subscriber funds representing
the amount due the Company for the purchase and sale of any Note is transmitted by cash, cancellation of indebtedness, wire transfer
or check, subject to collection to the escrow account as directed by the Company. Each Subscriber understands and acknowledges
that this subscription is part of a proposed placement by the Company of up to $3,300,000 of Notes (the “Offering”).
During the Offering, funds will be held in an escrow 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 Subscriber without interest or deduction. The consummation of the transactions contemplated herein for
all Closings shall take place electronically via email, upon the satisfaction of all conditions to Closing set forth in this Agreement.


 


3.
Subscriber’s Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the
Company only as to such Subscriber the following:


 


(a)
Organization and Standing of the Subscribers. If the Subscriber is an entity, such Subscriber is a corporation, limited
liability company, partnership, or other entity duly incorporated or organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or organization.


 


(b)
Authorization and Power. Each Subscriber has the requisite power and authority to enter into and perform this Agreement
and the Security Agreement and to purchase the Notes being sold to it hereunder. The execution, delivery, and performance of this
Agreement and the Security Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of
such Subscriber or its Board of Directors, stockholders, partners, members, as the case may be, is required. This Agreement has
been duly authorized, executed, and delivered by such Subscriber and constitutes, or shall constitute when executed and delivered,
a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with the terms thereof, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating
to or affecting creditors’ rights generally and to general principles of equity.


 


(c)
No Conflicts. The execution, delivery, and performance of this Agreement and the consummation by such Subscriber of the
transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter
documents or bylaws or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or obligation to which such Subscriber is a party or by which its properties
or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to such Subscriber or its properties (except for such conflicts, defaults and violations as would
not, individually or in the aggregate, have a material adverse effect on such Subscriber). Such Subscriber is not required to
obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order
for it to execute, deliver, or perform any of its obligations under this Agreement or to purchase the Notes or acquire the Warrants
in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, such Subscriber is
assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.


 




    	 



    	 



    

 


(d)
Information on Company. The Subscriber has been furnished with or has had access at the EDGAR Website of the Commission
to the Company’s Form 10-K for the year ended December 31, 2020 and all reports, schedules, forms, statements and other
documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter
referred to as the “Reports”). In addition, the Subscriber has received in writing from the Company such other
information concerning its operations, financial condition, and other matters as the Subscriber has requested in writing (such
other information is collectively, the “Other Written Information”), and considered all factors the Subscriber
deems material in deciding on the advisability of investing in the Securities.


 


(e)
Information on Subscriber. The Subscriber is, and will be at the time of the conversion of the Notes and exercise of the
Warrants, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the
1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities
of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge
and experience in financial, tax, and other business matters as to enable the Subscriber to utilize the information made available
by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase,
which represents a speculative investment. The Subscriber has the authority and is duly and legally qualified to purchase and
own the Securities. The Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete
loss thereof. The information set forth on the signature page hereto regarding the Subscriber is accurate.


 


(f)
Purchase of Notes. 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, that Subscriber is purchasing the Securities for investment and not with a view to resale or distribution,
and that Subscriber has not formed any entity for the purpose of purchasing the Securities.


 


(g)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under
the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration
under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that
such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such registration.


 




    	 



    	 



    

 


(h)
Note Legend. The Note shall bear the following or similar legend:


 


“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO [THE COMPANY] THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


(i)
Warrants Legend. The Warrants shall bear the following or similar legend:


 


“THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO [THE COMPANY] THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


(j)
Conversion Shares and Warrant Shares Legend. The Conversion Shares and Warrant Shares shall bear the following or similar
legend:


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO [THE COMPANY] THAT SUCH REGISTRATION
IS NOT REQUIRED.”


 


(k)
Communication of Offer. The offer to sell the Securities was directly communicated to the Subscriber by the Company. At
no time was the Subscriber presented with or solicited by any leaflet, newspaper, or magazine article, radio or television advertisement,
or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection
and concurrently with such communicated offer.


 




    	 



    	 



    

 


(l)
No Governmental Review. Each Subscriber understands that no United States federal or state agency or any other governmental
or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in
the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(m)
Correctness of Representations. Each Subscriber represents as to such Subscriber that the foregoing representations and
warranties in this Agreement and the Confidential Purchaser Questionnaire are true and correct as of the date hereof and, unless
a Subscriber otherwise notifies the Company prior to each Closing Date, shall be true and correct as of each Closing Date.


 


(n)
Review of Documents. Subscriber has carefully read this Agreement, the other Transaction Documents (as hereinafter defined),
and the Reports, and Subscriber has accurately completed the Confidential Purchaser Questionnaire which accompanies this Agreement.


 


(o)
Completion of Questionnaire. 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.


 


4.
Company Representations and Warranties. The Company represents and warrants to and agrees with each Subscriber the following,
except as set forth in the Reports (but (i) without giving effect to any amendment thereof filed with, or furnished to the Commission
on or after the date hereof and (ii) except as set forth on Schedule 4, excluding any disclosures contained under the heading
“Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or
in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature)
and as otherwise qualified in the Transaction Documents or the Disclosure Schedules to this Agreement:


 


(a)
Due Incorporation. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws
of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business
as disclosed in the Reports. The Company is duly qualified as a foreign corporation to do business and is in good standing in
each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other
than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. For purpose of this Agreement,
a “Material Adverse Effect” shall mean a material adverse effect on the financial condition, results of operations,
properties or business of the Company taken as a whole.


 


(b)
Authority; Enforceability. This Agreement, the Notes, the Security Agreement, the Warrant, the Registration Rights Agreement
(as defined herein) and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction
Documents”) have been duly authorized, executed, and delivered by the Company and are valid and binding agreements enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform
its obligations thereunder, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance
of the Conversion Shares issuable upon conversion of the Notes, and the issuance of the Warrants, and the reservation for issuance
and issuance of the Warrant Shares issuable upon exercise of the Warrants.


 




    	 



    	 



    

 


(c)
Capitalization. The Company is authorized to issue (i) 15,000,000 shares of Common Stock of which, as of the date of this
Agreement, 12,531,346 shares were issued and outstanding and 0 shares are reserved for issuance pursuant to securities (other
than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 100,000,000
shares of preferred stock, par value $0.0001 per share, of which, as of the date of this Agreement, no shares were issued and
outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable,
and free of any preemptive rights. (i) None of the Company’s capital stock is subject to preemptive rights or any other
similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) except as disclosed in Schedule 4(c)(ii),
there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts,
commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the
Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) except as disclosed
in Schedule 4(c)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) except as
disclosed in Schedule 4(c)(iv), there are no financing statements securing obligations in any amounts filed in connection
with the Company; (v) except as disclosed in Schedule 4(c)(v), there are no agreements or arrangements under which the
Company is obligated to register the sale of any of their securities under the 1933 Act; (vi) there are no outstanding securities
or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii)
the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan
or agreement; and (ix) the Company does not have any liabilities or obligations required to be disclosed in the Reports which
are not so disclosed in the Reports, other than those incurred in the ordinary course of the Company’s business and which,
individually or in the aggregate, do not or could not have a Material Adverse Effect.


 


(d)
Consents. No consent, approval, authorization, or order of any court, governmental agency or body or arbitrator having
jurisdiction over the Company, or any of its Affiliates, any Principal Market, or the Company’s stockholders is required
for the execution by the Company of the Transaction Documents and compliance and performance by the Company of its obligations
under the Transaction Documents, including, without limitation, the issuance and sale of all of the Securities. The Company is
not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably
lead to delisting or suspension of the Common Stock in the foreseeable future.


 




    	 



    	 



    

 


(e)
No Violation or Conflict. Assuming the representations and warranties of the Subscribers in Section 3 are true and
correct, except as set forth in Schedule 4(e), neither the issuance and sale of the Securities nor the performance of the
Company’s obligations under this Agreement and the Transaction Documents will violate, conflict with, result in a breach
of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely
to constitute a default in any material respect) of a material nature under (A) the articles or certificate of incorporation,
charter or bylaws of the Company or (B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation
or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the
Company or over the properties or assets of the Company or any of its Affiliates.


 


(f)
The Securities. The Securities upon issuance:


 


(i)
are, or will be, free and clear of any preemptive or similar rights, security interests, liens, claims or other encumbrances,
other than restrictions upon transfer under the 1933 Act and any applicable state securities laws;


 


(ii)
have been, or will be, duly and validly authorized, and upon either conversion of the Notes, the Conversion Shares, or the exercise
of the Warrants, the Warrant Shares, will be duly and validly issued, fully paid and nonassessable, and, if (A) registered pursuant
to the 1933 Act, (B) prospectus delivery requirements have been complied with, and (C) resold pursuant to an effective registration
statement, will be free trading and unrestricted;


 


(iii)
will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the
Company;


 


(iv)
will not subject the holders thereof to personal liability by reason of being such holders provided Subscriber’s representations
herein are true and accurate and Subscribers take no actions or fail to take any actions required for their purchase of the Securities
to be in compliance with all applicable laws and regulations; and


 


(v)
will not result in a violation of Section 5 under the 1933 Act, provided Subscriber’s representations herein are true and
accurate and Subscribers take no actions or fail to take any actions required by Subscriber for Subscriber’s purchase of
the Securities to be in compliance with all applicable laws and regulations.


 


As
of the Closing, the Company shall have reserved from its duly authorized capital stock not less than (i) 100% of the maximum number
of Conversion Shares initially issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible
at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of
the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the
Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein).


 




    	 



    	 



    

 


(g)
Litigation. Except as set forth in the Reports, there is no pending or, to the best knowledge of the Company, threatened
action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over
the Company, or any of its Affiliates that would affect the execution by the Company of, or the performance by the Company of
its obligations under, the Transaction Documents. Except as disclosed in the Reports, there is no pending or, to the best knowledge
of the Company, basis for or threatened action, suit, proceeding or investigation before any court, governmental agency or body,
or arbitrator having jurisdiction over the Company, or any of its Affiliates which litigation, if adversely determined, would
have a Material Adverse Effect.


 


(h)
Information Concerning Company. During the two (2) years prior to the date hereof, the Company has timely filed all Reports
required to be filed by it with the Commission pursuant to the reporting requirements of the 1934 Act. The Reports contain all
the information required to be disclosed therein as of their respective dates. As of their respective dates, the financial statements
of the Company included in the Reports complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the Commission with respect thereto as in effect as of the time of filing. Such financial
statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods
involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in
all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash
flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will
not be material, either individually or in the aggregate). Since the last day of the fiscal year of the most recent audited financial
statements included in the Reports (“Latest Financial Date”), and except as modified in the Reports or Other
Written Information or in the Schedules hereto, there has been no Material Adverse Event relating to the Company’s business,
financial condition, or affairs not disclosed in the Reports. The Reports do not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances when made. No other information provided by or on behalf of the Company to any of the Subscribers which is
not included in the Reports (including, without limitation, information referred to in Section 3(d) of this Agreement)
contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein not misleading, in the light of the circumstance under which they are or were made.


 


(i)
Defaults. The Company is not in violation of its articles of incorporation or bylaws. Except as disclosed on Schedule
4(i), the Company is (i) not in default under or in violation of any other material agreement or instrument to which it is
a party or by which it or any of its properties are bound or affected, which default or violation would have a Material Adverse
Effect, (ii) not in default with respect to any order of any court, arbitrator or governmental body or subject to or party to
any order of any court or governmental authority arising out of any action, suit or proceeding under any statute or other law
respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters, or (iii) not in violation of any statute,
rule or regulation of any governmental authority which violation would have a Material Adverse Effect.


 




    	 



    	 



    

 


(j)
No General Solicitation. Neither the Company, nor any of its Affiliates, nor to its knowledge, any person acting on its
or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under
the 1933 Act) in connection with the offer or sale of the Securities.


 


(k)
Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in
a Form 10-K except as disclosed in the Reports filed subsequent to such Form 10-K, there has been no material adverse change and
no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition
(financial or otherwise) or prospects of the Company taken as a whole. Since the Latest Financial Date, except as disclosed in
the Reports filed subsequent to such Form 10-K, the Company has not (i) declared or paid any dividends, (ii) sold any assets,
individually or in the aggregate, outside of the ordinary course of business, or (iii) made any material capital expenditures,
individually or in the aggregate, outside the ordinary course of business. The Company has not taken any steps to seek protection
pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor
does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings
or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not as of the date hereof,
and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be, Insolvent (as defined below).
For purposes of this Section 4(k), “Insolvent” means, with respect to the Company, (i) the present fair
saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as
defined below), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured or (iii) the Company intends to incur or believes that it will incur debts that would
be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not
about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably
small capital.


 


(l)
Intellectual Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar
rights necessary or required for use in connection with their respective businesses as described in the Reports and which the
failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and the Company has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this
Agreement. The Company has not received, since the Latest Financial Date, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably
be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are
enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has
taken reasonable security measures to protect the secrecy, confidentiality, and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual
Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual
Property Rights that are necessary to conduct its business.


 




    	 



    	 



    

 


(m)
Transactions With Affiliates and Employees. None of the officers or directors of the Company and, to the knowledge of the
Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services
as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or
lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of
the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, and (iii) other employee benefits,
including stock option agreements or other stock-based awards under any stock incentive plan of the Company.


 


(n)
No Integrated Offering. Assuming the accuracy of the Subscribers’ representations and warranties set forth herein,
neither the Company nor any Person acting on its behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated
with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which
any of the securities of the Company are listed or designated.


 


(o)
No Undisclosed Events, Liabilities, Developments, or Circumstances. Except as disclosed in the Reports, no event, liability,
development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company or
any of its businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise),
that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form
S-1 filed with the Commission relating to an issuance and sale by the Company of its Common Stock and which has not been publicly
announced, (ii) could have a material adverse effect on any Subscriber’s investment hereunder, or (iii) could have a Material
Adverse Effect.


 


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


 


(q)
Sarbanes-Oxley Act. The Company is in material compliance with all applicable requirements of the Sarbanes-Oxley Act of
2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the Commission thereunder
that are effective as of the date hereof.


 




    	 



    	 



    

 


(r)
Indebtedness and Other Contracts. The Company (i) except as disclosed on Schedule 4(r), does not have any outstanding
Indebtedness (as defined below), (ii) is not a party to any contract, agreement or instrument, the violation of which, or default
under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material
Adverse Effect, (iii) is not in violation of any term of, or in default under, any contract, agreement or instrument relating
to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material
Adverse Effect, or (iv) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance
of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes
of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed
money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without
limitation, “capital leases” in accordance with generally accepted accounting principles) (other than trade payables
entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit,
surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness
created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with
respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary
obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently
applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through
(F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any mortgage, claim, lien, tax, right of first refusal, pledge, charge, security interest or other encumbrance upon or in
any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets
or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect
of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with
respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person
incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability
will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto.


 


(s)
Rule 144(i). The Company is not an issuer under Rule 144(i) of the 1933 Act.


 




    	 



    	 



    

 


5.
Registration Rights Granted to Subscriber. If the Company determines to register any of its securities, either for its
own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit
plans on Form S-8 (or any successor form) or (ii) a registration relating solely to a Commission Rule 145 transaction on Form
S-4 (or any successor form), the Company will include in such registration (and any related qualification under blue sky laws
or other compliance), and in any underwriting involved therein, the Conversion Shares underlying the Notes and the Warrant Shares
underlying the Warrants delivered pursuant to this Agreement, subject to any reductions required due to the Commission’s
interpretation of Rule 415 of the 1933 Act, in accordance with the terms of that certain Registration Rights Agreement entered
into between the Company and the Subscribers (the “Registration Rights Agreement”).


 


6.
Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption
from the registration provisions of the 1933 Act afforded by Section 4(a)(2) or Section 4(a)(6) of the 1933 Act and/or Rule 506
of Regulation D promulgated thereunder. The Company will provide, at the Company’s expense, such other legal opinions in
the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon conversion of the Notes and
exercise of the Warrants pursuant to an effective registration statement.


 


7.
Covenants.


 


(a)
Reporting Status. Until the date on which the Subscribers shall have sold all of the Securities (the “Reporting
Period”), the Company shall timely file all reports required to be filed with the Commission pursuant to the 1934 Act,
and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or
the rules and regulations thereunder would no longer require or otherwise permit such termination.


 


(b)
Reservation of Shares. So long as any Notes or Warrants remain outstanding, the Company shall take all action necessary
to at all times have authorized, and reserved for the purpose of issuance, no less than (i) 100% of the maximum number of Conversion
Shares initially issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial
Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set
forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without
taking into account any limitations on the exercise of the Warrants set forth therein).


 


(c)
Other Notes or Indebtedness. So long as any Notes remain outstanding, without the prior written consent of the holders
of a majority of the Notes held by the Subscribers as of the last Closing Date to occur (“Requisite Holders”),
the Company will not (i) issue any Notes (other than to the Subscribers as contemplated hereby), (ii) incur any Indebtedness senior
to or pari passu to the Notes (except that (1) the Notes shall be subordinated in right of payment to the payment in full of the
Company’s obligations under an existing line of credit with Live Oak Banking Company (or any successor line of credit, so
long as the total borrowings under such successor line of credit do not exceed $8,000,000) and the Company shall be permitted
to draw on such line of credit in the Company’s sole discretion; (2) the Company shall be permitted to incur debt relating
to the purchase of inventory that is senior or pari passu in right of payment to the Notes; and (3) the Company shall be permitted
to incur debt relating to equipment financing and new facility leases that is senior or pari passu in right of payment to the
secured interest up to a maximum of $5,000,000), or (iii) issue any other securities that would cause a breach or default under
the Notes. Each Subscriber shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.


 




    	 



    	 



    

 


(d)
Limitation on Effectiveness of Certain Antidilution Provisions of the Notes and Warrants. The Subscribers hereby acknowledge,
understand, and agree that the antidilution provisions of Section 6(a)(iv) of the Notes and Section 3(b) of the
Warrants shall not become effective and shall be of no force or effect whatsoever unless and until the Company shall have obtained
from the stockholders of the Company the approval required by the applicable rules and regulations of the NASDAQ Global Market
(or any successor entity) in order for such antidilution provisions to be in compliance with such applicable rules and regulations
(such approval from the stockholders of the Company being hereinafter referred to as the “Stockholder Approval”).


 


(e)
Limitation on Certain Issuances. Until the Company shall have obtained the Stockholder Approval, the Company shall not
make any sale, grant, or other disposition or issuance (or announce any sale, grant or other disposition or issuance) of (i) any
Common Stock or any rights, options, or warrants to purchase or securities convertible into or exercisable or exchangeable for
Common Stock, or (ii) any rights to reprice any Common Stock or any rights, options, or warrants to purchase or securities convertible
into or exercisable or exchangeable for Common Stock, if any such sale, grant, or other disposition or issuance would entitle
any Person to acquire shares of Common Stock for a consideration per share less than a price equal to the Exercise Price (as defined
in the Warrants) in effect immediately prior to such sale, grant, or other disposition or issuance or deemed sale, grant, or other
disposition or issuance; provided, however, that the foregoing provisions of this sentence shall not be applicable
to any sale, grant, or other disposition or issuance (or announcement of any sale, grant or other disposition or issuance) of
any Excluded Securities (as defined in the Warrants) or any Excluded Securities (as defined in the Notes). The Subscribers shall
be entitled to obtain injunctive relief against the Company to preclude any issuance that would contravene the provisions of the
immediately preceding sentence, which remedy shall be in addition to any right to collect damages.


 


8.
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.


 


(d)
Definitions:


 


Affiliate:
As applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person, means possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.


 


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.


 


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.


 


Trading
Market: Any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in
question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Markets QB Tier (or any successors to any of the foregoing).


 


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).


 


9.
Miscellaneous.


 


(a)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable overnight air courier service with charges
prepaid, or (iv) transmitted by hand delivery or email, addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by email, with accurate confirmation generated by the transmitting
email machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to: Eastside Distilling, Inc., 8911 NE Marx Drive,
Suite A2, Portland, Oregon 97220, Attn: Geoffrey Gwin, email: ggwin@eastsidedistilling.com, with a copy by email only to: Indeglia
PC, 13274 Fiji Way, Suite 250, Marina del Rey, CA 90292, Attn: Marc A. Indeglia, Esq., email: marc@indegliapc.com, and (ii) if
to the Subscribers, to: the one or more addresses and email addresses indicated on the signature pages hereto.


 




    	 



    	 



    

 


(b)
Preemptive Rights. So long as 15% of the Notes issued to Subscribers on the last Closing Date to occur remain outstanding,
if the Company offers to sell Covered Securities (as defined below) in a public or private offering of Covered Securities solely
for cash (a “Qualified Offering”), each Subscriber shall be afforded the opportunity to acquire from the Company,
for the same price and on the same terms as such Covered Securities are offered, in the aggregate up to the amount of Covered
Securities required to enable it to maintain its Subscriber Percentage Interest. “Subscriber Percentage Interest”
means, as of any date of determination, the percentage equal to (A) the aggregate number of shares of Common Stock beneficially
owned by the Subscriber as of the date of determination divided by (B) the total number of outstanding shares of Common Stock
as of such date. “Covered Securities” means Common Stock and any rights, options or warrants to purchase or
securities convertible into or exercisable or exchangeable for Common Stock, other than (i) securities issuable upon conversion
of any of the Notes or upon exercise of the Warrants; (ii) securities issued upon the conversion or exercise of any debenture,
warrant, option, or other convertible security which is outstanding as of the first Closing Date to occur; (iii) Common Stock
issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock approved by Company stockholders; (iv)
shares of Common Stock (or options, convertible securities, or other rights to purchase such shares of Common Stock) issued or
issuable to employees or directors of, or consultants providing bona fide services to, the Company pursuant to an Approved Stock
Plan (as defined below) provided that all such issuances (taking into account the shares of Common Stock issuable upon exercise
of such options or convertible securities) after the date hereof pursuant to this clause (iv) do not, in the aggregate, exceed
10% of the Common Stock issued and outstanding, (v) Common Stock, options or convertible securities issued to banks, equipment
lessors or other financial institutions pursuant to a debt financing or equipment leasing approved by the board of directors of
the Company, (vi) shares of Common Stock, options or convertible securities issued to suppliers or third party service providers
in connection with the provision of goods or services pursuant to transactions approved by the board of directors of the Company,
(vii) shares of Common Stock, options or convertible securities issued as acquisition consideration pursuant to the acquisition
of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, each as
approved by the board of directors of the Company and the stockholders of the Company, and (viii) shares of Common Stock, Options,
or Convertible Securities issued pursuant to that certain Asset Purchase Agreement between the Company and Intersect Beverage,
LLC dated as of September 12, 2019 (each an “Excluded Issuance”). “Approved Stock Plan”
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the
date hereof pursuant to which shares of Common Stock and standard rights, warrants, or options to subscribe for, purchase, or
otherwise acquire Common Stock may be issued to any employee, officer, or director for services provided to the Company in their
capacity as such. Prior to making any Qualified Offering of Covered Securities, the Company shall give the Subscriber written
notice at the address shown on each Subscriber’s signature page hereto of its intention to make such an offering, describing,
to the extent then known, the anticipated amount of securities, and other material terms then known to the Company upon which
the Company proposes to offer the same (such notice, a “Qualified Offering Notice”). The Subscriber shall then
have 10 days after receipt of the Qualified Offering Notice (the “Offer Period”) to notify the Company in writing
that it intends to exercise such preemptive right and as to the amount of Covered Securities the Subscriber desires to purchase,
up to the maximum amount calculated pursuant to this Section 9(b) (the “Designated Securities”). Such
notice constitutes a non-binding indication of interest of the Subscriber to purchase the amount of Designated Securities specified
by the Subscriber (or a proportionately lesser amount if the amount of Covered Securities to be offered in such Qualified Offering
is subsequently reduced) at the price (or range of prices) established in the Qualified Offering and other terms set forth in
the Company’s notice to it. Any failure to respond or to confirm the Subscriber’s interest in purchasing any Covered
Securities to which it is entitled under this Section 9(b) during the Offer Period constitutes a waiver of its preemptive
rights in respect of such offering or as to the Covered Securities as to which no interest in purchasing is received, as applicable.
The sale of the Covered Securities in the Qualified Offering, including any Designated Securities, shall be closed not later than
120 days after the end of the Offer Period. The Covered Securities to be sold to other investors in such Qualified Offering shall
be sold at a price not less than, and upon terms no more favorable to such other investors than, those specified in the Qualified
Offering Notice. If the Company does not consummate the sale of Covered Securities to other investors within such 120-day period,
the right provided hereunder shall be revived and such securities shall not be offered unless first reoffered to the Subscribers
in accordance herewith. Notwithstanding anything to the contrary set forth herein and unless otherwise agreed by the Subscriber,
by not later than the end of such 120-day period, the Company shall either confirm in writing to the Subscriber that the Qualified
Offering has been abandoned or shall publicly disclose its intention to issue the Covered Securities in the Qualified Offering,
in either case in such a manner that the Subscriber will not be in possession of any material, non-public information thereafter.
If the Subscriber exercises its preemptive right provided in this Section 9(b) with respect to a Qualified Offering that
is an underwritten public offering or an offering made to qualified institutional buyers (as such term is defined in the Commission’s
Rule 144A under the 1933 Act) for resale pursuant to Rule 144A under the 1933 Act (a “Rule 144A offering”),
a private placement or other offering, whether not registered under the 1933 Act, the Company shall offer and sell the Subscriber,
if any such offering is consummated, the Designated Securities (as adjusted, upward to reflect the actual size of such offering
when priced but not in excess of each Subscriber’s Subscriber Percentage Interest) at the same price as the Covered Securities
are offered to third persons (not including the underwriters or the initial purchasers in a Rule 144A offering that is being reoffered
by the initial purchasers) in such offering and shall provide written notice of such price upon the determination of such price.


 




    	 



    	 



    

 


(c)
Entire Agreement; Assignment. This Agreement and other documents delivered in connection herewith represent the entire
agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by
both parties. Neither the Company nor the Subscribers have relied on any representations not contained or referred to in this
Agreement and the documents delivered herewith. No right or obligation of the Company shall be assigned without prior notice to
and the written consent of the Subscribers.


 


(d)
Counterparts/Execution. This Agreement may be executed in any number of counterparts and by the different signatories hereto
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
but one and the same instrument. This Agreement may be executed by electronic signature and delivered by electronic mail transmission.


 


(e)
Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State
of Nevada without regard to conflicts of laws principles that would result in the application of the substantive laws of another
jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement
shall be brought only in the civil or state courts of Nevada or in the federal courts located in Clark County. The parties
and the individuals executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf
of the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.


 




    	 



    	 



    

 


(f)
Specific Enforcement, Consent to Jurisdiction. The Company and Subscriber acknowledge and agree that irreparable damage
would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to seek one or more preliminary and final injunctions to
prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 9(e) hereof,
each of the Company, Subscriber and any signatory hereto in his personal capacity hereby waives, and agrees not to assert in any
such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in Nevada of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.


 


(g)
Equal Treatment of Subscribers. The Company hereby represents, warrants, and covenants that, as of the first Closing Date
to occur and from and after the first Closing Date to occur, none of the terms offered to any other persons or entities (“Persons”)
with respect to any similar transactions as the transactions contemplated hereunder is or will be more favorable to such other
Person than those of the Subscribers under the Transaction Documents. No consideration (including any modification of any Transaction
Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of such Transaction
Documents unless the same consideration is also offered to all of the parties to such Transaction Documents. Further, the Company
shall not make any payment of principal or interest on the Notes in amounts which are disproportionate to the respective principal
amounts outstanding on the Notes at any applicable time. For clarification purposes, this provision constitutes a separate right
granted to each Subscriber by the Company and negotiated separately by each Subscriber and is intended for the Company to treat
the Subscribers as a class and shall not in any way be construed as the Subscribers acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.


 


(h)
Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the Transaction
Documents are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any
way for the performance of the obligations of any other Subscriber under the Transaction Documents. The Company acknowledges that
each Subscriber has represented that the decision of each Subscriber to purchase Securities has been made by such Subscriber independently
of any other Subscriber and independently of any information, materials, statements, or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company
which may have been made or given by any other Subscriber or by any agent or employee of any other Subscriber, and no Subscriber
or any of its agents or employees shall have any liability to any Subscriber (or any other person) relating to or arising from
any such information, materials, statements or opinions. The Company acknowledges that nothing contained in any Transaction Document,
and no action taken by any Subscriber pursuant hereto or thereto shall be deemed to constitute the Subscribers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Subscribers 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 Company
acknowledges that each Subscriber shall be entitled to independently protect and enforce its rights, including without limitation,
the rights arising out of the Transaction Documents, and it shall not be necessary for any other Subscriber to be joined as an
additional party in any proceeding for such purpose. The Company acknowledges that it has elected to provide all Subscribers with
the same terms and Transaction Documents for the convenience of the Company and not because Company was required or requested
to do so by the Subscribers. The Company acknowledges that such procedure with respect to the Transaction Documents in no way
creates a presumption that the Subscribers are in any way acting in concert or as a group with respect to the Transaction Documents
or the transactions contemplated thereby.


 


[THIS
SPACE INTENTIONALLY LEFT BLANK]


 




    	 



    	 



    

 


Signature
Page for Individuals:


 


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


 


	Up to
    $                           	(Aggregate Amount of Notes)	 









	Purchase
    Price	 	 
	 	 	 
	 	 	 
	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: ________________)



 







    	 



    	 



    

 


Wiring
Instructions:


 


Bank
Name:





ABA:





SWIFT:





Tel
Number:





Address:





Acct
#:





Acct.
Name:





Reference:


 




    	 



    	 



    

 


Partnerships,
Corporations or Other Entities:


 


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


 


	Up
    to $                        	(Aggregate Amount of Notes)	 









	Purchase
    Price	 	 
	 	 	 
	 	 	 
	Print
    or Type Name of Entity	 	 
	 	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	Telephone
    Number	 	 
	 	 	 
	 	 	 
	Fax
    Number	 	 
	 	 	 
	 	 	 
	Email
    Address	 	 
	 	 	 
	 	 	 
	Taxpayer
    I.D. No. (if applicable)	 	Date


 





	By:	 	 	 
	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: ________________)



 




    	 



    	 



    

 


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:


 




    	 



    	 



    

 


ACCEPTANCE
BY EASTSIDE DISTILLING, INC.


 


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


 


	 	EASTSIDE
    DISTILLING, INC.
	 	 
	 	By:	/s/ Geoffrey
    Gwin
	 	Name: 	Geoffrey
    Gwin
	 	Title:	Chief
    Financial Officer


 


Date:
April 19, 2021