Amendment of Designation of Series C Preferred Stock. Simultaneous with the execution of this Agreement, the SPV and Eastside shall execute the “Filing Consent” in the form annexed hereto as ​ authorizing the filing of the SC Amendment. Immediately before the Closing, Eastside shall file with the Secretary of State of Nevada the “Amendment of Designation of Series C Preferred Stock of Eastside Distilling, Inc.” (the “SC Amendment”) in the form annexed hereto as ​.

Series C Preferred Stock Protective Provisions. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the Holders of more than fifty percent (50%) of the then outstanding shares of Series C Preferred Stock, voting or consenting (as the case may be) separately as a class, shall be required in order to effect any amendment, restatement, amendment and restatement, supplement or other change or modification to the Corporation’s Articles of Incorporation (the “Articles”), Bylaws or this Certificate, to the extent that such amendment, restatement, amendment and restatement, supplement or other modification or change, as applicable, would adversely affect any of the preferences, privileges, relative rights or other rights of the Series C Preferred Stock, and any such amendment, restatement, amendment and restatement, supplement or other change or modification purported to be effected without such vote or consent shall be null and void ab initio, and of no force or effect.

Designation of Series D Preferred Stock. Promptly after the execution of this Agreement, Eastside shall file with the Secretary of State of Nevada the “Certificate of Designation Establishing Series D Preferred Stock of Eastside Distilling, Inc.” (the “SD Certificate of Designation”). The SD Certificate of Designation shall consist of a cover page in the form mandated by the Secretary of State of Nevada and [Exhibit A] thereto in the form annexed hereto as ​ setting forth the relative rights, preferences, privileges and limitations of 255,474 shares of the SD Preferred.

Amendments. Subject to [Section C] above, the designation, number of, and designations, preferences, limitations, restrictions and relative rights of the Series B Preferred Stock may be amended by a resolution of the Board of Directors. At any time there are no shares of Series B Preferred Stock outstanding, the Board of Directors may eliminate the Series B Preferred Stock by amendment to these Articles of Amendment.

Exhibit # to Certificate of Designation Establishing Series C Preferred Stock of ​

​, ​ (the “Corporation”), hereby establishes and designates Two Hundred Forty Thousand (240,000) shares of its preferred stock, ​ par value per share, as Series C Preferred Stock (the “Series C Preferred Stock”). The voting powers, designations, preferences, privileges, limitations, restrictions, and relative rights of the Series C Preferred Stock relative to those of the common stock, par value ​ per share, of the Corporation (the “Common Stock”) and any other class or series of stock of the Corporation are set forth in this Certificate of Designation Establishing Series C Preferred Stock of the Corporation (the “Certificate”).

#Designation. There is hereby created out of the authorized and unissued shares of Cumulative Preferred Stock of the Corporation a series of preferred stock designated as the “Series B Convertible Perpetual Preferred Stock” (the “Series B Preferred Stock”). The number of shares constituting such series shall be 180,000.

Preferred Stock. Seller acknowledges that the preferred stock is a restricted security as defined in the federal securities laws and that a legend will be affixed to the stock certificate to the effect that:

Designation; Rank. This series of Preferred Stock shall be designated and known as “Series A Preferred Stock.” The number of shares constituting the Series A Preferred Stock shall be four million five hundred thousand (4,500,000) shares. Except as otherwise provided herein, the Series A Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the common stock, par value ​ per share (the “Common Stock”) and any other classes of capital stock of ​.

Tianci International, Inc., a Nevada corporation (the "Corporation"), hereby establishes and designates Eighty Thousand (80,000) shares of its preferred stock, ​ par value per share, as Series B Preferred Stock (the "Series B Preferred Stock"). The voting powers, designations, preferences, privileges, limitations, restrictions, and relative rights of the Series B Preferred Stock relative to those of the common stock, par value ​ per share, of the Corporation (the "Common Stock") and any other class or series of stock of the Corporation are set forth in this Certificate of Designation Establishing Series B Preferred Stock of the Corporation (the "Certificate").