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<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">As filed with the Securities and Exchange
Commission on November 23, 2016</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; border-bottom: Black 2.25pt double">Registration
No. 333-_______</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><B>united stateS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><B>SECURITIES
AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><B>W<FONT STYLE="text-transform: none">ashington</FONT>,
D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><B>FORM S-8</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center"><B>REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 100%; text-align: center; font-size: 10pt; text-transform: uppercase; font-weight: bold">EASTSIDE DISTILLING, inc.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center; font-size: 10pt; text-transform: uppercase; font-weight: bold">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center; font-size: 10pt; text-transform: uppercase; font-weight: bold">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-size: 10pt; text-align: center"><I>(Exact name of registrant as specified in its charter)</I></TD></TR>
</TABLE>


<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-transform: uppercase; text-align: center"><I>&nbsp;</I></P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; text-align: center"><B>Nevada</B></TD>
    <TD STYLE="width: 50%; text-align: center"><B>20-3937596</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center"><I>(State or other jurisdiction</I></TD>
    <TD STYLE="text-align: center"><I>(IRS Employer Identification No.)</I></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center"><I>of incorporation or organization)</I></TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><I>&nbsp;</I></P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 100%; font-size: 10pt; text-align: center"><B>1805 SE Martin Luther King Jr. Blvd., Portland, Oregon 97214</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; font-size: 10pt; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-size: 10pt; text-align: center"><I>(Address of Principal Executive Offices) (Zip Code)</I></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>2016 Equity Incentive Plan</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>(Full title of the plan)</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>Grover Wickersham</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>1805 SE Martin Luther King Jr. Blvd.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>Portland, Oregon 97214</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>(Name and address of agent for service)</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B><U>(971) 888-4264</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>(Telephone number, including area code,
of agent for service)</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Copies to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Debra K. Weiner</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Murphy &amp; Weiner, P.C.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">430 Cambridge Avenue, Suite 100</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Palo Alto, CA 94306</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(415) 453-4648</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of &quot;large accelerated
filer,&quot; &quot;accelerated filer,&quot; and &quot;smaller reporting company&quot; in Rule&nbsp;12b-2 of the Exchange Act. (Check
one):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; width: 25%">Large accelerated filer&nbsp;<FONT STYLE="font-family: Wingdings">&uml;</FONT></TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="width: 16%; text-align: center">Accelerated filer&nbsp;<FONT STYLE="font-family: Wingdings">&uml;</FONT></TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 23%; text-align: center">Non-accelerated filer&nbsp;<FONT STYLE="font-family: Wingdings">&uml;</FONT><BR>
(Do not check if a smaller reporting company)</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 32%; text-align: center">Smaller reporting company&nbsp;&nbsp;<FONT STYLE="font-family: Wingdings">x</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Calculation of Registration Fee</B></P>

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<TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Title of <BR> securities<BR> to be<BR> registered</TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Amount<BR> to be<BR> registered<SUP>(1)</SUP></TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Proposed<BR> maximum<BR> offering<BR> price<BR> per share<SUP>(2)</SUP></TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-bottom: Black 1pt solid">&nbsp;</TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Proposed<BR> maximum<BR> aggregate<BR> offering<BR> price<FONT STYLE="font-family: Times New Roman, Times, Serif"><SUP>(2)</SUP></FONT></TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-bottom: Black 1pt solid">&nbsp;</TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1pt solid; border-top: Black 1pt solid">Amount of registration<BR> fee</TD><TD STYLE="padding-bottom: 1pt; border-top: Black 1pt solid; border-bottom: Black 1pt solid">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="width: 48%; text-align: left; padding-bottom: 1pt; border-bottom: Black 1pt solid">Common stock, $0.0001 par value, to be issued pursuant to the 2016 Equity Incentive Plan of Eastside Distilling, Inc.</TD><TD STYLE="width: 1%; padding-bottom: 1pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</TD>
    <TD STYLE="width: 12%; text-align: center; padding-bottom: 1pt; border-bottom: Black 1pt solid">500,000 shares</TD><TD STYLE="width: 1%; padding-bottom: 1pt; border-bottom: Black 1pt solid; border-right: Black 1pt solid">&nbsp;</TD>
    <TD STYLE="width: 1%; border-bottom: Black 1pt solid; text-align: left">$</TD><TD STYLE="width: 10%; border-bottom: Black 1pt solid; text-align: right">1.68</TD><TD STYLE="width: 1%; padding-bottom: 1pt; text-align: left; border-bottom: Black 1pt solid">&nbsp;</TD><TD STYLE="width: 1%; padding-bottom: 1pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</TD>
    <TD STYLE="width: 1%; border-bottom: Black 1pt solid; text-align: left">$</TD><TD STYLE="width: 10%; border-bottom: Black 1pt solid; text-align: right">840,000</TD><TD STYLE="width: 1%; padding-bottom: 1pt; text-align: left; border-bottom: Black 1pt solid">&nbsp;</TD><TD STYLE="width: 1%; padding-bottom: 1pt; border-bottom: Black 1pt solid; border-left: Black 1pt solid">&nbsp;</TD>
    <TD STYLE="width: 1%; border-bottom: Black 1pt solid; text-align: left">$</TD><TD STYLE="width: 10%; border-bottom: Black 1pt solid; text-align: right">97.36</TD><TD STYLE="width: 1%; padding-bottom: 1pt; text-align: left; border-bottom: Black 1pt solid">&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">(1)</TD><TD>This Registration Statement shall also cover any additional shares of common stock which become issuable under the Plans being
registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding
shares of common stock.</TD></TR></TABLE>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">(2)</TD><TD>Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933, as amended, based upon the average of the high and low bid and asked price of the Registrant&rsquo;s common stock
on November 21, 2016, as reported in the over-the-counter market.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>PART II</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-transform: uppercase; text-align: center">INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Item 3. Incorporation of Documents by Reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Eastside Distilling, Inc. (the &ldquo;Registrant&rdquo;)
hereby incorporates by reference in this registration statement the following documents:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

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<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">1.</TD><TD>The Registrant&rsquo;s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on
April 13, 2016.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">2.</TD><TD>The Registrant&rsquo;s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30,
2016, filed with the Commission on May 16, 2016, August 15, 2016 and November 14, 2016, respectively.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">3.</TD><TD>The Registrant&rsquo;s Current Reports on Form 8-K filed with the Commission on April 19, 2016, June 1, 2016, June 9, 2016,
June 15, 2016, June 23, 2016, June 30, 2016 July 7, 2015 July 25, 2016, September 6, 2016, September 13, 2016, September 14, 2016,
September 22, 2016, October 11, 2016, October 19, 2016, November 10, 2016 and November 21, 2016.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">4.</TD><TD>The Registrant&rsquo;s definitive proxy statement, filed with the Commission on November 22, 2016.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">5.</TD><TD>The description of the Registrant&rsquo;s Common Stock, which is contained in the its Registration Statement on Form S-1 (File
No. 333-177918), as amended, filed with the Commission on November 14, 2011, pursuant to the Securities Act of 1933, as amended
and subsequently incorporated by reference into the Registrant&rsquo;s Registration Statement on Form 8-A, filed with the Commission
on May 22, 2013.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

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<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">6.</TD><TD>All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of the securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Any statement contained in a document incorporated
by reference herein as set forth above shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">You may request a copy of these filings
at no cost by writing or telephoning us at the following address: c/o Eastside Distilling, Inc., 1805 SE Martin Luther King Jr.
Blvd., Portland, Oregon, 97214, Attention: President.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 4. Description of Securities.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Inapplicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 5. Interests of Named Experts and
Counsel.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">None.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 6. Indemnification of Directors
and Officers.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><U>Nevada Statutes</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Section&nbsp;78.7502 of the NRS (&ldquo;NRS
78.7502&rdquo;) permits the Registrant to indemnify its directors and officers as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

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<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">1.</TD><TD>A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys&rsquo; fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(a)</TD><TD>Is not liable pursuant to Section&nbsp;78.138 of the NRS (&ldquo;NRS 78.138&rdquo;) (1); or</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(b)</TD><TD>Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in">The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption
that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">2.</TD><TD>A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys&rsquo; fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(a)</TD><TD>Is not liable pursuant to NRS 78.138; or</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(b)</TD><TD>Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in">Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">3.</TD><TD>To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses, including attorneys&rsquo; fees, actually and reasonably incurred by him
in connection with the defense.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In addition, Section&nbsp;78.751 of the
NRS permits the Registrant to indemnify its directors and officers as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">1.</TD><TD>Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination must be made:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(a)</TD><TD>By the stockholders;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(b)</TD><TD>By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
proceeding;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(c)</TD><TD>If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(d)</TD><TD>If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.&nbsp;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">2.</TD><TD>The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">3.</TD><TD>The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this
section:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(a)</TD><TD>Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to
or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of action.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.25in">(b)</TD><TD>Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Articles of Incorporation</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Our Amended and Restated Articles of Incorporation provide for
indemnification of officers and directors as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>&nbsp;</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>&ldquo;ARTICLE
6</B></FONT><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">6.1</TD><TD>Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceedings,
whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the
corporation, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada
from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to
be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a
contract right that may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive
of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality
of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the
board of directors may adopt Bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification
permitted by the law of the State of Nevada and may cause the corporation to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation as a director of officer of another corporation, or as its representative
in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any
such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Bylaws</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Our Amended and Restated Bylaws provide
for indemnification of our officers, directors, employees, and corporate agents under certain circumstances as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>&ldquo;ARTICLE VII</B><BR>
<B>INDEMNIFICATION OF DIRECTORS, OFFICERS,</B><BR>
<B>EMPLOYEES AND OTHER CORPORATE AGENTS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.1 Actions Other Than By or
In the Right of the Corporation</B>. The Corporation shall indemnify and hold harmless to the fullest extent permitted by the NRS
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a &ldquo;Proceeding&rdquo;) (other than an action by or in the right
of the Corporation) by reason of the fact that such person (or a person of whom such person is the legal representative) is or
was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (all such persons
being referred to hereinafter as an &ldquo;Agent&rdquo;), against expenses (including attorneys&rsquo; fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that
he had reasonable cause to believe that his conduct was unlawful. Such indemnification shall continue as to a person who has ceased
to be an Agent and shall inure to the benefit of such person&rsquo;s heirs, executors and administrators. Notwithstanding the foregoing,
the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, or if such indemnification
is authorized by an agreement approved by the Board of Directors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.2 Actions By or in the Right
of the Corporation</B>. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was an Agent against expenses (including attorneys&rsquo; fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.3 Determination of Right of
Indemnification</B>. Any indemnification under Sections 7.1 or 7.2 of this Article VII (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination that indemnification of the Agent is proper in
the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 7.1 and 7.2 hereof, which
determination is made (a) by the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.4 Indemnification Against
Expenses of Successful Party</B>. Notwithstanding the other provisions of this Article VII, to the extent that an Agent has been
successful on the merits or otherwise, including the dismissal of an action without prejudice or the settlement of an action without
admission of liability, in defense of any action, suit or proceeding referred to in Sections 7.1 and 7.2 hereof, or in defense
of any claim, issue or matter therein, such Agent shall be indemnified against expenses, including attorneys&rsquo; fees actually
and reasonably incurred by such Agent in connection therewith.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.5 Advances of Expenses</B>.
Except as limited by Section 7.6 of this Article VII, expenses incurred by an Agent in defending any Proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or proceeding, if the Agent shall undertake to repay such
amount if it shall ultimately be determined that such person is not entitled to be indemnified as authorized in this Article VII.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, that, based upon
the facts known to the Board of Directors or counsel at the time such determination is made, such person acted in bad faith and
in a manner that such person did not believe to be in or not opposed to the best interest of the Corporation, or, with respect
to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.6 Right of Agent to Indemnification
upon Application; Procedure Upon Application</B>. Any indemnification or advance under this Article VII shall be made promptly,
and in any event within ninety (90) days, upon the written request of the Agent, unless a determination shall be made in the manner
set forth in the second sentence of Section 7.5 hereof that such Agent acted in a manner set forth therein so as to justify the
Corporation&rsquo;s not indemnifying or making an advance to the Agent. The right to indemnification or advances as granted by
this Article VII shall be enforceable by the Agent in any court of competent jurisdiction, if the Board of Directors or independent
legal counsel denies the claim, in whole or in part, or if no disposition of such claim is made within ninety (90) days. The Agent&rsquo;s
expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding
shall also be indemnified by the Corporation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.7 Other Rights and Remedies</B>.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall not be deemed exclusive
of any other rights to which an Agent seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights
to indemnification under this Article VII shall be deemed to be provided by a contract between the Corporation and the Agent who
serves in such capacity at any time while these Bylaws and other relevant provisions of the NRS and other applicable law, if any,
are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.8 Indemnification Contracts</B>.
The Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any Agent, or any person
serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights
may be greater than those provided in this Article VII.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.9 Insurance</B>. Upon resolution
passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was an
Agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article
VII.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.10 Constituent Corporations</B>.
For the purposes of this Article VII, references to &ldquo;the Corporation&rdquo; shall include, in addition to the resulting corporation,
all constituent corporations (including all constituents of constituents) absorbed in a consolidation or merger as well as the
resulting or surviving corporation, which, if the separate existence of such constituent corporation had continued, would have
had power and authority to indemnify its Agents, so that any Agent of such constituent corporation shall stand in the same position
under the provisions of the Article VII with respect to the resulting or surviving corporation as that Agent would have with respect
to such constituent corporation if its separate existence had continued.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.11 Other Enterprises, Fines
and Service at the Corporation&rsquo;s Request</B>. For purposes of this Article VII, references to &ldquo;other enterprises&rdquo;
shall include employee benefit plans; references to &ldquo;fines&rdquo; shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to &ldquo;serving at the request of the Corporation&rdquo; shall include any
service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner &ldquo;not opposed to the best interests of the Corporation&rdquo; as referred
to in this Article VII.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.12 Savings Clause</B>. If
this Article VII or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation
shall nevertheless indemnify each Agent as to expenses (including attorneys&rsquo; fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether
internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the Corporation, to
the full extent permitted by any applicable portion of this Article VII that shall not have been invalidated, or by any other applicable
law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.13 Effect of Amendment</B>.
Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect
any right or protection conferred on a person pursuant to this Article VII and existing at the time of such amendment, repeal or
modification.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Section 7.14 Retroactive Effect</B>.
To the extent permitted by applicable law, the rights and powers granted pursuant to this Article VII shall apply to acts and actions
occurring or in progress prior to its adoption by the Board of Directors.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 7. Exemption from Registration Claimed.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Inapplicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 8. Exhibits.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 16%; border-bottom: Black 1pt solid">Exhibit Number</TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="width: 82%; border-bottom: Black 1pt solid">Description</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>5.1</TD>
    <TD>&nbsp;</TD>
    <TD>Opinion of Murphy &amp; Weiner, a Professional Corporation</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>23.1</TD>
    <TD>&nbsp;</TD>
    <TD>Consent of Murphy &amp; Weiner, a Professional Corporation (included in Exhibit 5.1)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>23.2</TD>
    <TD>&nbsp;</TD>
    <TD>Consent of Burr Pilger Mayer, Inc., Independent Registered Public Accounting Firm</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>24.1</TD>
    <TD>&nbsp;</TD>
    <TD>Power of Attorney (included on the signatures pages to this registration statement)</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.1</TD>
    <TD>&nbsp;</TD>
    <TD>Eastside Distilling, Inc. 2016 Equity Incentive Plan</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Item 9. Undertakings.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The undersigned registrant hereby undertakes:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1.5in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1.5in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the &ldquo;Calculation of Registration
Fee&rdquo; table in the effective registration statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1.5in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>Provided, however,</I> that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 1in">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Portland, State of Oregon, on November 23, 2016.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 3in"><B>&nbsp;</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 40%"><B>EASTSIDE DISTILLING, INC.</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid">/s/ Grover T. Wickersham</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="padding-left: 0.25in">Grover T. Wickersham</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="padding-left: 0.25in">Chairman and Chief Executive Officer</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 3.25in; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>POWER OF ATTORNEY</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Grover T. Wickersham and Steven Shum, and each of them, as his
or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her
name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto,
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In accordance with
the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities
and on the dates stated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 32%; border-bottom: Black 1pt solid">Signatures</TD>
    <TD STYLE="width: 2%; padding-bottom: 1pt">&nbsp;</TD>
    <TD STYLE="width: 42%; border-bottom: Black 1pt solid">Title</TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="width: 22%; border-bottom: Black 1pt solid">Date</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="padding-bottom: 1pt">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1pt solid">/s/ Grover T. Wickersham</TD>
    <TD STYLE="padding-bottom: 1pt">&nbsp;</TD>
    <TD>Chairman and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD>November 23, 2016</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>Grover T. Wickersham</TD>
    <TD>&nbsp;</TD>
    <TD>(Principal Executive Officer)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1pt solid">/s/ Steven Shum</TD>
    <TD>&nbsp;</TD>
    <TD>Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD>November 23, 2016</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>Steven Shum</TD>
    <TD>&nbsp;</TD>
    <TD>(Principal Financial and Accounting Officer)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1pt solid">/s/ Steven Earles</TD>
    <TD>&nbsp;</TD>
    <TD>President and Director</TD>
    <TD>&nbsp;</TD>
    <TD>November 23, 2016</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>Steven Earles</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1pt solid">/s/ Trent Davis</TD>
    <TD>&nbsp;</TD>
    <TD>Director</TD>
    <TD>&nbsp;</TD>
    <TD>November 23, 2016</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>Trent Davis</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1pt solid">/s/ Michael M. Fleming</TD>
    <TD>&nbsp;</TD>
    <TD>Director</TD>
    <TD>&nbsp;</TD>
    <TD>November 23, 2016</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>Michael M. Fleming</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1pt solid">/s/ Lawrence Hirson</TD>
    <TD>&nbsp;</TD>
    <TD>Director</TD>
    <TD>&nbsp;</TD>
    <TD>November 23, 2016</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>Lawrence Hirson</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "s104789_s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 74168}]
{"company-data": {"conformed-name": "Eastside Distilling, Inc.", "cik": "0001534708", "assigned-sic": "2080", "irs-number": "203937596", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-214782", "film-number": "162015991"}, "business-address": {"street1": "1805 SE MARTIN LUTHER KING JR. BLVD.", "city": "PORTLAND", "state": "OR", "zip": "97214", "phone": "971-888-4264"}, "mail-address": {"street1": "1805 SE MARTIN LUTHER KING JR. BLVD.", "city": "PORTLAND", "state": "OR", "zip": "97214"}, "former-company": {"former-conformed-name": "Eurocan Holdings Ltd.", "date-changed": "20111110"}}
As filed with the Securities and Exchange
Commission on November 23, 2016
Registration
No. 333-_______
united stateS
SECURITIES
AND EXCHANGE COMMISSION
W
ashington
,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
EASTSIDE DISTILLING, inc.
(Exact name of registrant as specified in its charter)
Nevada
20-3937596
(State or other jurisdiction
(IRS Employer Identification No.)
of incorporation or organization)
1805 SE Martin Luther King Jr. Blvd., Portland, Oregon 97214
(Address of Principal Executive Offices) (Zip Code)
2016 Equity Incentive Plan
(Full title of the plan)
Grover Wickersham
1805 SE Martin Luther King Jr. Blvd.
Portland, Oregon 97214
(Name and address of agent for service)
(971) 888-4264
(Telephone number, including area code,
of agent for service)
Copies to:
Debra K. Weiner
Murphy & Weiner, P.C.
430 Cambridge Avenue, Suite 100
Palo Alto, CA 94306
(415) 453-4648
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
x
Calculation of Registration Fee
Title of
securities
to be
registered
Amount
to be
registered
(1)
Proposed
maximum
offering
price
per share
(2)
Proposed
maximum
aggregate
offering
price
(2)
Amount of registration
fee
Common stock, $0.0001 par value, to be issued pursuant to the 2016 Equity Incentive Plan of Eastside Distilling, Inc.
500,000 shares
$
1.68
$
840,000
$
97.36
(1)
This Registration Statement shall also cover any additional shares of common stock which become issuable under the Plans being
registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding
shares of common stock.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933, as amended, based upon the average of the high and low bid and asked price of the Registrant's common stock
on November 21, 2016, as reported in the over-the-counter market.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Eastside Distilling, Inc. (the "Registrant")
hereby incorporates by reference in this registration statement the following documents:
1.
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on
April 13, 2016.
2.
The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30,
2016, filed with the Commission on May 16, 2016, August 15, 2016 and November 14, 2016, respectively.
3.
The Registrant's Current Reports on Form 8-K filed with the Commission on April 19, 2016, June 1, 2016, June 9, 2016,
June 15, 2016, June 23, 2016, June 30, 2016 July 7, 2015 July 25, 2016, September 6, 2016, September 13, 2016, September 14, 2016,
September 22, 2016, October 11, 2016, October 19, 2016, November 10, 2016 and November 21, 2016.
4.
The Registrant's definitive proxy statement, filed with the Commission on November 22, 2016.
5.
The description of the Registrant's Common Stock, which is contained in the its Registration Statement on Form S-1 (File
No. 333-177918), as amended, filed with the Commission on November 14, 2011, pursuant to the Securities Act of 1933, as amended
and subsequently incorporated by reference into the Registrant's Registration Statement on Form 8-A, filed with the Commission
on May 22, 2013.
6.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of the securities then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
by reference herein as set forth above shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
You may request a copy of these filings
at no cost by writing or telephoning us at the following address: c/o Eastside Distilling, Inc., 1805 SE Martin Luther King Jr.
Blvd., Portland, Oregon, 97214, Attention: President.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and
Counsel.
None.
2
Item 6. Indemnification of Directors
and Officers.
Nevada Statutes
Section 78.7502 of the NRS ("NRS
78.7502") permits the Registrant to indemnify its directors and officers as follows:
1.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
(a)
Is not liable pursuant to Section 78.138 of the NRS ("NRS 78.138") (1); or
(b)
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption
that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he:
(a)
Is not liable pursuant to NRS 78.138; or
(b)
Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.
In addition, Section 78.751 of the
NRS permits the Registrant to indemnify its directors and officers as follows:
1.
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination must be made:
(a)
By the stockholders;
3
(b)
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
proceeding;
(c)
If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d)
If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
2.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3.
The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this
section:
(a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to
or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of action.
(b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Articles of Incorporation
Our Amended and Restated Articles of Incorporation provide for
indemnification of officers and directors as follows:
"ARTICLE
6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.1
Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceedings,
whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the
corporation, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada
from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to
be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a
contract right that may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive
of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality
of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the
board of directors may adopt Bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification
permitted by the law of the State of Nevada and may cause the corporation to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation as a director of officer of another corporation, or as its representative
in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any
such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.
4
Bylaws
Our Amended and Restated Bylaws provide
for indemnification of our officers, directors, employees, and corporate agents under certain circumstances as follows:
"ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER CORPORATE AGENTS
Section 7.1 Actions Other Than By or
In the Right of the Corporation
. The Corporation shall indemnify and hold harmless to the fullest extent permitted by the NRS
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding") (other than an action by or in the right
of the Corporation) by reason of the fact that such person (or a person of whom such person is the legal representative) is or
was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (all such persons
being referred to hereinafter as an "Agent"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that
he had reasonable cause to believe that his conduct was unlawful. Such indemnification shall continue as to a person who has ceased
to be an Agent and shall inure to the benefit of such person's heirs, executors and administrators. Notwithstanding the foregoing,
the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, or if such indemnification
is authorized by an agreement approved by the Board of Directors.
Section 7.2 Actions By or in the Right
of the Corporation
. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was an Agent against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 7.3 Determination of Right of
Indemnification
. Any indemnification under Sections 7.1 or 7.2 of this Article VII (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination that indemnification of the Agent is proper in
the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 7.1 and 7.2 hereof, which
determination is made (a) by the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.
5
Section 7.4 Indemnification Against
Expenses of Successful Party
. Notwithstanding the other provisions of this Article VII, to the extent that an Agent has been
successful on the merits or otherwise, including the dismissal of an action without prejudice or the settlement of an action without
admission of liability, in defense of any action, suit or proceeding referred to in Sections 7.1 and 7.2 hereof, or in defense
of any claim, issue or matter therein, such Agent shall be indemnified against expenses, including attorneys' fees actually
and reasonably incurred by such Agent in connection therewith.
Section 7.5 Advances of Expenses
.
Except as limited by Section 7.6 of this Article VII, expenses incurred by an Agent in defending any Proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or proceeding, if the Agent shall undertake to repay such
amount if it shall ultimately be determined that such person is not entitled to be indemnified as authorized in this Article VII.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, that, based upon
the facts known to the Board of Directors or counsel at the time such determination is made, such person acted in bad faith and
in a manner that such person did not believe to be in or not opposed to the best interest of the Corporation, or, with respect
to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful.
Section 7.6 Right of Agent to Indemnification
upon Application; Procedure Upon Application
. Any indemnification or advance under this Article VII shall be made promptly,
and in any event within ninety (90) days, upon the written request of the Agent, unless a determination shall be made in the manner
set forth in the second sentence of Section 7.5 hereof that such Agent acted in a manner set forth therein so as to justify the
Corporation's not indemnifying or making an advance to the Agent. The right to indemnification or advances as granted by
this Article VII shall be enforceable by the Agent in any court of competent jurisdiction, if the Board of Directors or independent
legal counsel denies the claim, in whole or in part, or if no disposition of such claim is made within ninety (90) days. The Agent's
expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding
shall also be indemnified by the Corporation.
Section 7.7 Other Rights and Remedies
.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall not be deemed exclusive
of any other rights to which an Agent seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights
to indemnification under this Article VII shall be deemed to be provided by a contract between the Corporation and the Agent who
serves in such capacity at any time while these Bylaws and other relevant provisions of the NRS and other applicable law, if any,
are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.
Section 7.8 Indemnification Contracts
.
The Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any Agent, or any person
serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights
may be greater than those provided in this Article VII.
Section 7.9 Insurance
. Upon resolution
passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was an
Agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article
VII.
Section 7.10 Constituent Corporations
.
For the purposes of this Article VII, references to "the Corporation" shall include, in addition to the resulting corporation,
all constituent corporations (including all constituents of constituents) absorbed in a consolidation or merger as well as the
resulting or surviving corporation, which, if the separate existence of such constituent corporation had continued, would have
had power and authority to indemnify its Agents, so that any Agent of such constituent corporation shall stand in the same position
under the provisions of the Article VII with respect to the resulting or surviving corporation as that Agent would have with respect
to such constituent corporation if its separate existence had continued.
6
Section 7.11 Other Enterprises, Fines
and Service at the Corporation's Request
. For purposes of this Article VII, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred
to in this Article VII.
Section 7.12 Savings Clause
. If
this Article VII or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation
shall nevertheless indemnify each Agent as to expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether
internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the Corporation, to
the full extent permitted by any applicable portion of this Article VII that shall not have been invalidated, or by any other applicable
law.
Section 7.13 Effect of Amendment
.
Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect
any right or protection conferred on a person pursuant to this Article VII and existing at the time of such amendment, repeal or
modification.
Section 7.14 Retroactive Effect
.
To the extent permitted by applicable law, the rights and powers granted pursuant to this Article VII shall apply to acts and actions
occurring or in progress prior to its adoption by the Board of Directors."
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit Number
Description
5.1
Opinion of Murphy & Weiner, a Professional Corporation
23.1
Consent of Murphy & Weiner, a Professional Corporation (included in Exhibit 5.1)
23.2
Consent of Burr Pilger Mayer, Inc., Independent Registered Public Accounting Firm
24.1
Power of Attorney (included on the signatures pages to this registration statement)
99.1
Eastside Distilling, Inc. 2016 Equity Incentive Plan
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1)          To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i)         To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii)        To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
7
(iii)       To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement;
Provided, however,
that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement; and
(2)          That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3)          To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
8
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Portland, State of Oregon, on November 23, 2016.
EASTSIDE DISTILLING, INC.
/s/ Grover T. Wickersham
Grover T. Wickersham
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Grover T. Wickersham and Steven Shum, and each of them, as his
or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her
name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto,
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with
the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities
and on the dates stated.
Signatures
Title
Date
/s/ Grover T. Wickersham
Chairman and Chief Executive Officer
November 23, 2016
Grover T. Wickersham
(Principal Executive Officer)
/s/ Steven Shum
Chief Financial Officer
November 23, 2016
Steven Shum
(Principal Financial and Accounting Officer)
/s/ Steven Earles
President and Director
November 23, 2016
Steven Earles
/s/ Trent Davis
Director
November 23, 2016
Trent Davis
/s/ Michael M. Fleming
Director
November 23, 2016
Michael M. Fleming
/s/ Lawrence Hirson
Director
November 23, 2016
Lawrence Hirson
9