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.

Designation of Series E 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 E Preferred Stock of Eastside Distilling, Inc.” (the “SE Certificate of Designation”). The SE 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 C] setting forth the relative rights, preferences, privileges and limitations of 200,000 shares of the SD Preferred.

Eastside Distilling, Inc., a Nevada corporation (the “Corporation”), hereby establishes and designates Two Hundred Fifty-Five Thousand Four Hundred Seventy Four (255,474) shares of its preferred stock, $0.0001 par value per share, as Series D Preferred Stock (the “Series D Preferred Stock”). The voting powers, designations, preferences, privileges, limitations, restrictions, and relative rights of the Series D Preferred Stock relative to those of the common stock, par value $0.0001 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 D Preferred Stock of the Corporation (the “Certificate”).