Eastside Distilling Inc. Watch

from 8-K 8 pages This Letter (The “Agreement”) Constitutes the Agreement Between Joseph Gunnar & Co., LLC (“Joseph Gunnar” or the “Placement Agent”) and Eastside Distilling, Inc., a Corporation Organized Under the Laws of the State of Nevada (The “Company”), That Joseph Gunnar Shall Serve as the Exclusive Placement Agent for the Company, on a “Commercially Reasonable Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of Up to $1,921,200 in Principal Amount of Senior Secured Non-Interest Bearing Notes (“Notes”) (Representing Aggregate Subscription Amounts From Purchasers of $1,601,000, Based on a 20% Original Issue Discount on the Notes) and Warrants (“Warrants”) to Shares of Common Stock, $0.0001 Par Value Per Share (“Warrant Shares”), of the Company. the Notes, Warrants, and Warrant Shares Are Collectively Referred to Herein as the “Securities.”

from 8-K 2 pages Eastside Distilling, Inc. 755 Main Street, Building 4, Suite 3 Monroe, Ct 06468 November __, 2024

from 8-K 2 pages Eastside Distilling, Inc. 755 Main Street, Building 4, Suite 3 Monroe, Ct 06468 November __, 2024

from 8-K 2 pages Eastside Distilling, Inc. 2321 Ne Argyle Street, Unit D Portland, Oregon 97211 November __, 2024

from 8-K 10 pages Guaranty, Dated as of November __, 2024 (This “Guaranty”), Made by Each of the Signatories Hereto (Together With Any Other Entity That May Become a Party Hereto as Provided Herein, the “Guarantors”), in Favor of , in Its Capacity as Collateral Agent Under the Purchase Agreement (Defined Below) (The “Collateral Agent”) for Itself and the Purchasers Signatory (The Collateral Agent Together With Such Purchasers and Their Permitted Assigns, the “Purchasers”) to That Certain Securities Purchase Agreement, Dated November __, 2024, Between Eastside Distilling, Inc., a Nevada Corporation (The “Company”) and the Purchasers (The “Purchase Agreement”)

from 8-K 36 pages Security and Pledge Agreement

from 8-K 16 pages Shareholder Pledge Agreement

from 8-K 26 pages Registration Rights Agreement

from 8-K 19 pages Eastside Distilling, Inc. Prepaid Warrant to Purchase Common Stock

from 8-K 28 pages Eastside Distilling, Inc. Senior Secured Note

from 8-K 54 pages Securities Purchase Agreement

from 8-K 3 pages First Amendment to Executive Employment Agreement

from 8-K 9 pages Amendment No. 1 to Agreement and Plan of Merger and Reorganization

from 8-K 14 pages First Amended & Restated Debt Exchange Agreement

from 8-K 12 pages Eastside Distilling, Inc. 2321 Ne Argyle Street, Unit D Portland, or 97211 Ladies and Gentlemen

from 8-K 27 pages Securities Purchase Agreement

from 8-K 36 pages Debt Exchange Agreement

from 8-K 52 pages Agreement and Plan of Merger and Reorganization by and Among Eastside Distilling, Inc. EAST Acquisition Inc., and Beeline Financial Holdings, Inc. Dated as of September 4, 2024

from 8-K 19 pages Second Amended and Restated Bylaws of Eastside Distilling, Inc. (A Nevada Corporation) as Adopted August 14, 2024

from 8-K 10 pages [Note: Certain Information Has Been Excluded From This Exhibit Because It Is Both (1) Not Material and (2) the Type of Information That Eastside Distilling Inc. Treats as Private or Confidential. the Location From Which Information Has Been Redacted Is Identified in This Document by Brackets.] Executive Employment Agreement