Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Warrant and Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Warrant and Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

Acquisition of 3-D Survey. Buyer, Seller and other parties shall enter into the Seismic Acquisition Agreement, a copy of the current proposal which is attached as [Exhibit E], to provide personnel and equipment for the conduct of the 3-D Survey and the collection of Data within the AMI. The Buyer shall pay, to the extent of the Buyer Promoted Interest share, the actual costs of the Seismic Operations and Seller shall pay, to the extent of the Seller Remaining Interest, the remaining costs of the Seismic Operations. Seller shall oversee and insure that the conduct of the Seismic Operations is performed in a good and workmanlike manner and in accordance with all applicable laws, regulations, ordinances, the Permits, and recognized industry standards and practices. Seller and Buyer shall agree on the outline, as well as the design and acquisition parameters, of the 3-D Survey, which shall comprise approximately 30 square miles on which Data shall be collected. Seller shall use commercially reasonable efforts to commence Seismic Operations on or before March 15, 2016, or as soon thereafter as is practicable. Seller shall conduct periodic briefings, but in any event at least weekly, for Buyer and its representatives while Seismic Operations are in progress.

Payment of 3-D Survey. Prior to each sixty (60) day period during which Seismic Operations are being conducted, Seller shall provide Buyer an invoice in the amount of the expected expenditures pursuant to the Buyer Promoted Interest for that sixty (60) day period. Buyer shall fund such invoice within fifteen (15) days of receipt thereof.

Form D and Blue Sky Filings. The Company agrees to file one or more Forms D with the SEC and all required state securities agencies on a timely basis as required under Regulation D under the 1933 Act and applicable state blue sky laws, rules and regulations.

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 [Appendix B] setting forth the relative rights, preferences, privileges and limitations of 255,474 shares of the SD Preferred.

Series D 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 D 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 D 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.

The Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in [Sections 13(d) and 14(d)])] thereof, including a “group” as defined in [Section 13(d)].

the aggregate in any calendar year. The limitation contained in this [Section 4(d)(ii)(A)] does not apply to any Award subject to the limitations contained in [Section 4(d)(i)] or [Section 4(d)(ii)(B)].

An acquisition by any individual, entity or group (within the meaning of [Section 13(d)(3) or 14(d)])]