LONG ISLAND ICED TEA CORP., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1)Long Island Iced Tea Corp. • September 30th, 2016 • Beverages • New York
Form of Underwriter’s Warrant AgreementLong Island Iced Tea Corp. • June 9th, 2016 • Beverages • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
LONG ISLAND ICED TEA CORP., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE (1)Long Island Iced Tea Corp. • September 30th, 2016 • Beverages • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2015 • Long Island Iced Tea Corp. • Beverages • Delaware
This Agreement, made and entered into as of the 27th day of May 2015 (“Agreement”), by and between Long Island Iced Tea Corp., a Delaware corporation (“Corporation”), and __________ (“Indemnitee”):
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2015 • Long Island Iced Tea Corp. • Beverages • New York
WHEREAS, the Company has entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of December 31, 2014 and amended as of April 23, 2015, by and among the Company, Cullen Agricultural Holding Corp. (“Cullen Ag”), Cullen Merger Sub, Inc., LIBB Acquisition Sub, LLC, LIBB and the founders of LIBB;
STOCK OPTION AGREEMENTStock Option Agreement • September 20th, 2016 • Long Island Iced Tea Corp. • Beverages • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the 27th day of May, 2015 (the “Grant Date”) by and between Long Island Iced Tea Corp., a Delaware corporation (the “Company”), and _______________ (“Employee”).
COMMON STOCK PURCHASE WARRANT Long Island Iced Tea Corp.Long Island Iced Tea Corp. • May 9th, 2016 • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____________ (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Long Island Iced Tea Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENTEscrow Agreement • May 29th, 2015 • Long Island Iced Tea Corp. • Beverages • New York
This ESCROW AGREEMENT (this “Agreement”) is being made and entered into as of May 27, 2015, by and among LONG ISLAND ICED TEA CORP., a Delaware corporation (“Holdco”), PHILIP THOMAS, on behalf of the members of Long Island Brand Beverages LLC (the “Members”), in his capacity as the LIBB Representative under the Merger Agreement (as defined below) and herein (the “LIBB Representative”), and not in his personal capacity, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
ContractLong Blockchain Corp. • April 25th, 2019 • Beverages • New York
THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2018 • Long Blockchain Corp. • Beverages • New York
This subscription agreement (this “Subscription Agreement”) is dated January __, 2018, by and between the investor identified on the signature page hereto (“Investor”) and Long Blockchain Corp., a Delaware corporation (the “Company”), whereby the parties agree as follows:
LONG ISLAND ICED TEA CORP. SELLING AGENT AGREEMENTSubscription Agreement • June 27th, 2016 • Long Island Iced Tea Corp. • Beverages • New York
LONG ISLAND ICED TEA CORP. SELLING AGENT AGREEMENTSelling Agent Agreement • January 25th, 2017 • Long Island Iced Tea Corp. • Beverages • New York
Long Island Iced Tea Corp., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of $2,500,000 in shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). The Company hereby confirms its agreement with Alexander Capital L.P. (the ”Selling Agent”) to act as Selling Agent in accordance with the terms and conditions hereof.
VOTING AGREEMENTVoting Agreement • February 20th, 2018 • Long Blockchain Corp. • Beverages • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of February 20, 2018 (the “Effective Date”) by and between Long Blockchain Corp., a Delaware corporation (the “Company”), Long Island Iced Tea Corp., a Delaware corporation (“SpinCo”) and ______________, a stockholder (“Stockholder”) of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2015 • Long Island Iced Tea Corp. • Beverages • New York
AGREEMENT dated as of May 27, 2015 between Thomas Panza, residing at _____________ (“Employee”), and Long Island Brand Beverages LLC, a New York limited liability company having its principal office at 116 Charlotte Avenue, Hicksville, NY 11801 (“Company”);
COMMON STOCK PURCHASE WARRANT Long Island Iced Tea Corp.Long Island Iced Tea Corp. • May 9th, 2016 • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 30, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Long Island Iced Tea Corp., a Delaware corporation (the “Company”), up to _______shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LONG ISLAND ICED TEA CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2016 • Long Island Iced Tea Corp. • Beverages • New York
AMENDMENT nO. 2 TO LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement and Promissory Note • October 15th, 2019 • Long Blockchain Corp. • Beverages
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2019 • Long Blockchain Corp. • Beverages • New York
AGREEMENT dated as of July 26, 2018 (“Commencement Date”) between ANDREW SHAPE, residing at 7 Sayles Road, Hingham, MA 02043 (“Executive”), and LONG BLOCKCHAIN CORP., a Delaware corporation having its principal office at 12-1 Dubon Court Farmingdale NY 11735 (“Company”);
LONG ISLAND ICED TEA CORP. Subscription Agreement INSTRUCTIONS IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT OBLIGATIONS AND REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT. Steps For All InvestorsSubscription Agreement • March 17th, 2016 • Long Island Iced Tea Corp. • Beverages • Delaware
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 24th, 2015 • Long Island Iced Tea Corp. • Beverages • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of November 23, 2015, is entered into by and among Long Island Brand Beverages LLC, a New York limited liability company (“Borrower”), Long Island Iced Tea Corp., a Delaware corporation (“Parent”), and Brentwood LIIT Inc., a Delaware corporation (the “Lender”).
Long Island Iced Tea Corp. Hicksville, New York 11801 September 29, 2016Employment Agreement • October 5th, 2016 • Long Island Iced Tea Corp. • Beverages • New York
This will confirm the amended and restated terms and conditions of the consulting agreement (this “Agreement”) between Long Island Iced Tea Corp. (the “Company”) and Julian Davidson (the “Consultant”):
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • January 20th, 2016 • Long Island Iced Tea Corp. • Beverages • New York
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), effective as of January 10, 2016, is entered into by and among Long Island Brand Beverages LLC, a New York limited liability company (“Borrower”), Long Island Iced Tea Corp., a Delaware corporation (“Parent”), and Brentwood LIIT Inc., a Delaware corporation (the “Lender”).
SEPARATION AGREEMENTSeparation Agreement • April 25th, 2019 • Long Blockchain Corp. • Beverages • New York
THIS SEPARATION AGREEMENT (“Agreement”) is made as of this 26th day of July, 2018 (the “Execution Date”) and entered into by and between Shamyl Malik, an individual (“Employee”), on the one hand, and Long Blockchain Corp., a Delaware corporation (the “Company”), on the other hand. The Employee and the Company may be collectively referred to herein as the “Parties” or each individually as a “Party.”
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2016 • Long Island Iced Tea Corp. • Beverages • New York
This Amendment No. 1 to Registration Rights Agreement (the “Amendment”), dated as of April 7, 2016, is entered into by and among Long Island Brand Beverages LLC, a New York limited liability company (“Borrower”), Long Island Iced Tea Corp., a Delaware corporation (“Parent”), and Brentwood LIIT Inc., a Delaware corporation (the “Lender”).
Contribution and Exchange Agreement relating to shares in Stater Blockchain Limited and Long Blockchain Corp. between Stater Blockchain Limited and Long Blockchain Corp.Contribution and Exchange Agreement • March 22nd, 2018 • Long Blockchain Corp. • Beverages
Stater Blockchain Limited, a limited liability company incorporated and registered in New Zealand with company number 5810527 (SBL).
LOCK-UP AGREEMENTLock-Up Agreement • June 2nd, 2015 • Long Island Iced Tea Corp. • Beverages
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of December 30, 2014, by and among Cullen Agricultural Holding Corp, Long Island Iced Tea Corp. (the “Company”), Cullen Merger Sub, Inc., LIBB Acquisition Sub, LLC, Long Island Brand Beverages LLC and Phil Thomas and Thomas Panza, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
November 7, 2014Long Island Iced Tea Corp. • April 2nd, 2015 • Beverages
Reference is made to those certain promissory notes (“Notes”), dated November 9, 2013, December 5, 2013 and April 1, 2014, made by Long Island Brands Beverages LLC. (“Company”) in favor of Cullen Agricultural Holding Corp.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 2nd, 2019 • Long Blockchain Corp. • Beverages • British Columbia
Loan and Option AgreementLoan and Option Agreement • December 22nd, 2017 • Long Blockchain Corp. • Beverages • New York
Court Cavendish Ltd, a company incorporated in England and Wales under no. 04290684, having its registered address at The Care House, Randalls Way, Leatherhead, Surrey, KT22 7TW (the “Lender”).
Second Amended and Restated Loan and Option AgreementSecurity Agreement • January 22nd, 2019 • Long Blockchain Corp. • Beverages • New York
Court Cavendish Ltd, a company incorporated in England and Wales under no. 04290684, having its registered address at The Care House, Randalls Way, Leatherhead, Surrey, KT22 7TW (the “Lender”).
August 15, 2014Long Island Iced Tea Corp. • April 2nd, 2015 • Beverages
Reference is made to those certain promissory notes (“Notes”), dated November 9, 2013, December 5, 2013 and April 1, 2014, made by Long Island Brands Beverages LLC. (“Company”) in favor of Cullen Agricultural Holding Corp.
LONG ISLAND ICED TEA CORP. Subscription Agreement INSTRUCTIONS IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT OBLIGATIONS AND REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT. Steps For All InvestorsSubscription Agreement • November 13th, 2015 • Long Island Iced Tea Corp. • Beverages • Delaware
SEPARATION AGREEMENTSeparation Agreement • November 13th, 2017 • Long Island Iced Tea Corp. • Beverages • New York
THIS SEPARATION AGREEMENT (“Agreement”) is made as of this 8 day of July, 2017 (the “Execution Date”) and entered into by and between Richard Allen, a resident of the State of New York (“Employee”), on the one hand, and Long Island Iced Tea Corp., a Delaware corporation (the “Company”), on the other hand. The Employee and the Company may be collectively referred to herein as the “Parties” or individually as “Party.”
AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTELoan Agreement • July 1st, 2019 • Long Blockchain Corp. • Beverages
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2016 • Long Island Iced Tea Corp. • Beverages • New York
AGREEMENT dated as of [●] (“Commencement Date”) between JULIAN DAVIDSON, residing at _________________ (“Executive”), and Long Island Iced Tea Corp., a Delaware corporation having its principal office at 116 Charlotte Avenue, Hicksville, NY 11801 (“Company”);
