VOTING AGREEMENT

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.

W I T N E S E T H:

WHEREAS , the Shareholder is, as of the date hereof, the record or beneficial owner of the number of shares of common stock of the Company, set forth under such Shareholder’s name on the signature page hereto (the “ Company Shares ”);

WHEREAS , the Company owns all of the outstanding shares of common stock of SpinCo, which is the holder of all of the outstanding membership interests of Long Island Brand Beverages, LLC, the Company’s operating beverage business (the “ Beverage Business ”);

WHEREAS , the Company is in the process of spinning out the Beverage Business by distributing the shares of common stock of SpinCo held by it (the “ SpinCo Shares ”) to the Company’s stockholders by way of a dividend (the “ Spinout ”);

WHEREAS , as a stockholder of the Company, the Stockholder will receive its pro rata portion of the SpinCo Shares upon consummation of the Spinout;

WHEREAS , WHEREAS, simultaneous with the execution of the Agreement, the Company will be publicly announcing various corporate developments including (i) the appointment of Shamyl Malik, as Chief Executive Officer of the Company, (ii) that the Company will be commencing the process of effectuating and consummating the Spinout, (iii) that Philip Thomas will be stepping down from his position as Chief Executive Officer and Director of the Company, but will be a member of the Board of Directors of SpinCo (iv) that a beverage subcommittee comprised of Bill Hayde, John Carson, and Tom Cardella (“beverage subcommittee”) will be formed, and solely responsible for appointing the Board and CEO of SpinCo, and (v) that the Company will appoint a new director mutually acceptable to the Cullen Group and the Company;

WHEREAS , as a condition to the willingness of the Company and SpinCo to move forward with the Spinout and as an inducement and in consideration therefor, the Stockholder has agreed to enter into this Agreement.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
VOTING AGREEMENT AND IRREVOCABLE PROXY

Section 1.1 Agreement to Vote Company Shares and Grant of Irrevocable Proxy. In the event any vote of the Company’s stockholders is necessary to effectuate the Spinout, the Stockholder hereby agrees to vote the Company Shares (i) in favor of the Spinout, and/or (ii) if requested by the Company against any agreement which would prevent the Spinout. If requested by the Company, the Stockholder shall appoint the Company and any designee of the Company and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote the Company Shares and any other shares of common stock of the Company hereafter acquired on the matters and in the manner specified in this Section 1.1 . The Stockholder affirms that the irrevocable proxy set forth herein will be given to secure the performance of the duties of the Stockholder under this Section 1.1 . The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. It is agreed that the Company (and its officers on behalf of the Company) will use the irrevocable proxy that may be granted by the Stockholder only in accordance with applicable law and only if such Stockholder fails to comply with this Section 1.1 and that, to the extent the Company (and its officers on behalf of the Company) uses any such irrevocable proxy, it will vote only the shares subject to such irrevocable proxy and only with respect to the matters specified in, and in accordance with the provisions of, this Section 1.1 . The Company and the Stockholder agree that the voting requirements set forth in this Section 1.1 shall expire if the Spinout is not consummated by November 13, 2018 or if prior to such date, the Company’s Board of Directors unanimously decides not to proceed with the Spinout.

Section 1.2 Agreement to Vote SpinCo Shares and Grant of Irrevocable Proxy. Until the earlier of (i) one year from the consummation of the Spinout or (ii) the date on which SpinCo Shares become listed on a national securities exchange, in the event any vote of SpinCo’s stockholders is necessary to effectuate any corporate action, the Stockholder hereby agrees to vote the SpinCo Shares he/it directly or indirectly receives upon consummation of the Spinout (i) in favor of any corporate action recommended by the then existing board of directors of SpinCo (each a “SpinCo Action”), including but not limited to, the election of directors and any extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving SpinCo and a third party, or any other proposal of a third party to acquire SpinCo and/or (ii) against any action or agreement which would impede, interfere with or prevent any SpinCo Action from being consummated. If requested by SpinCo, the Stockholder shall appoint SpinCo and any designee of SpinCo and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote the SpinCo Shares and any other shares of common stock of SpinCo hereafter acquired on the matters and in the manner specified in this Section 1.2 . The Stockholder affirms that the irrevocable proxy set forth herein will be given to secure the performance of the duties of the Stockholder under this Section 1.2 . The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. It is agreed that SpinCo (and its officers on behalf of SpinCo) will use the irrevocable proxy that may be granted by the Stockholder only in accordance with applicable law and only if such Stockholder fails to comply with this Section 1.2 and that, to the extent SpinCo (and its officers on behalf of SpinCo) uses any such irrevocable proxy, it will vote only the shares subject to such irrevocable proxy and only with respect to the matters specified in, and in accordance with the provisions of, this Section 1.2 . The Company and the Stockholder agree that the voting requirements set forth in this Section 1.2 shall expire if the Spinout is not consummated by November 13, 2018 or if prior to such date, the Company’s Board of Directors unanimously decides not to proceed with the Spinout.

Section 1.3 Nature of Irrevocable Proxy. Any proxy granted pursuant to Sections 1.1 and 1.2 to the Company or SpinCo by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder. Any proxy that may be granted hereunder pursuant to Section 1.1 shall terminate upon consummation of the Spinout and any proxy that may be granted hereunder pursuant to Section 1.2 shall terminate in accordance with the first sentence of Section 1.2 .

ARTICLE II
COVENANTS

Section 2.1 Company Shares. Prior to the consummation of the Spinout, except as otherwise provided herein, Stockholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“ Transfer ”), any or all of the Company Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Company Shares; (d) deposit any of the Company Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of such shares; (e) exercise, or give notice of an intent to exercise, any options unless the shares underlying such options become subject to this Agreement upon such option exercise; or (f) take any other action that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby; provided, however, (i) that the Stockholder may make any Transfer of Company Shares if the transferee agrees in writing to be bound by the terms and conditions of this Agreement, and (ii) the foregoing restriction on Transfer shall only apply to private transactions and will not otherwise prevent the Stockholder or any subsequent transferee (including any pledgee) from making any sales of the Company Shares in the open market.

Section 2.2 SpinCo Shares. Until the earlier of (i) one year from the consummation of the Spinout or (ii) the date on which SpinCo Shares become listed on a national securities exchange, except as otherwise provided herein, Stockholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“ Transfer ”), any or all of the SpinCo Shares he/it receives upon consummation of the Spinout or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the SpinCo Shares he/it receives; (d) deposit any of the SpinCo Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of such shares; (e) exercise, or give notice of an intent to exercise, any options unless the shares underlying such options become subject to this Agreement upon such option exercise; or (f) take any other action that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby; provided, however, (i) that the Stockholder may make any Transfer of SpinCo Shares if the transferee agrees in writing to be bound by the terms and conditions of this Agreement, and (ii) the foregoing restriction on Transfer shall only apply to private transactions and will not otherwise prevent the Stockholder or any subsequent transferee (including any pledgee) from making any sales of the SpinCo Shares in the open market.

Section 2.3 Agreement of Stockholder not to Sue . For and in consideration of the Company and SpinCo proceeding with the Spinout and the Stockholder thereby receiving the SpinCo Shares, the Stockholder, on behalf of itself and its heirs, executors, administrators, successors, or assigns (in their capacities as such) hereby waives, releases and discharges any claims of any kind or nature whatsoever, at law or in equity, arising from any event or circumstance which occurred on or before the date hereof which it may have had, ever had, claims to have had, or now has against, and covenants not to sue, the Company, SpinCo and their respective present and former parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives by reason of any matter, cause, or thing whatsoever, known or unknown arising from any event or circumstance which occurred on or before the date hereof .

Section 2.4 Agreement of Company and SpinCo not to Sue . For and in consideration of the Stockholder agreeing to execute this Agreement, the Company and SpinCo , on behalf of itself and its heirs, executors, administrators, successors, or assigns (in their capacities as such) hereby waives, releases and discharges any claims of any kind or nature whatsoever, at law or in equity, arising from any event or circumstance which occurred on or before the date hereof which it may have had, ever had, claims to have had, or now has against, and covenants not to sue, the Stockholder and its present and former parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives by reason of any matter, cause, or thing whatsoever, known or unknown arising from any event or circumstance which occurred on or before the date hereof.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to the Company and SpinCo as follows:

Section 3.1 Authority, etc. The Stockholder (i) if a natural person, represents that the Stockholder has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Stockholder is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. This Agreement has been duly executed and delivered by the Stockholder and (assuming the due authorization, execution and delivery by the Company and SpinCo) constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and by general equitable principles.

Section 3.2 Ownership of Company Shares. As of the date hereof, the Stockholder is the beneficial owner or record holder of the Company Shares and has the sole power to vote or cause to be voted such Company Shares or holds the power to vote or cause to be voted such Company Shares solely with one or more other persons. The Stockholder has good and valid title to the Company Shares owned by the Stockholder, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than (i) those created by this Agreement, or (ii) those existing under applicable securities laws. As of the date hereof, the Stockholder does not own, directly or indirectly, any other shares of common stock of the Company other than the Company Shares.

Section 3.3 Ownership of SpinCo Shares. Unless the Stockholder has transferred its Company Shares in accordance with Section 2. 1, upon issuance of the SpinCo Shares that the Stockholder will receive upon consummation of the Spinout, the Stockholder will be the beneficial owner or record holder of the SpinCo Shares and will have the sole power to vote or cause to be voted such SpinCo Shares or hold the power to vote or cause to be voted such SpinCo Shares solely with one or more other persons. The Stockholder will have good and valid title to the SpinCo Shares to be owned by the Stockholder, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than (i) those created by this Agreement, or (ii) those existing under applicable securities laws.

Section 3.4 No Conflicts. (a) No authorization, consent or approval of any other person is necessary for the execution of this Agreement by the Stockholder and (b) none of the execution and delivery of this Agreement by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or compliance by the Stockholder with any of the provisions hereof shall (i) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Company Shares or SpinCo Shares or its assets may be bound or (ii) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably be expected to materially impair the Stockholder’s ability to perform his obligations under this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SPINCO

Each of the Company and SpinCo hereby represents and warrants to the Stockholder as follows:

Section 4.1 Due Organization, etc. It is a corporation duly organized and validly existing under the laws of the state of Delaware. It has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and SpinCo. This Agreement has been duly executed and delivered by the Company and SpinCo and (assuming the due authorization, execution and delivery by the Stockholder) constitutes a valid and binding obligation of the Company and SpinCo, enforceable against the Company and SpinCo in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and by general equitable principles.

Section 4.2 No Conflicts. (a) No authorization, consent or approval of any other person is necessary for the execution of this Agreement by the Company or SpinCo and (b) none of the execution and delivery of this Agreement by the Company or SpinCo, the consummation by the Company or SpinCo of the transactions contemplated hereby or compliance by the Company or SpinCo with any of the provisions hereof shall (i) conflict with or result in any breach of the organizational documents of the Company or SpinCo, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which the Company or SpinCo is a party or by which the Company or SpinCo or any of its assets may be bound or (iii) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably be expected to materially impair the Company’s or SpinCo’s ability to perform its obligations under this Agreement.

ARTICLE V
MISCELLANEOUS

Section 5.1 Further Actions. Each of the parties hereto agrees to take any all actions and to do all things reasonably necessary or appropriate to effectuate this Agreement.

Section 5.2 Amendments, Waivers , etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a written agreement executed by each of the parties hereto. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

Section 5.3 Notices. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, post pre-paid, by courier or overnight carrier, or by email, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:

If to the Stockholder, at the address set forth below such Stockholder’s name on the signature page hereto.

with a copy to (which shall not constitute notice):

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attention: Steve Wolosky, Esq.

Telephone: (212) 451-2333

Facsimile: (212) 451-2222

Email: swolosky@olshanlaw.com

If to the Company, to:

Long Blockchain Corp.

12-1 Dubon Court

Farmingdale, NY 11735

Attention: Philip Thomas

Telephone: (855) 542-2832

Facimile:

Email: pthomas@longislandteas.com

If to SpinCo, to:

Long Island Iced Tea Corp.

12-1 Dubon Court

Farmingdale, NY 11735

Attention: Philip Thomas

Telephone: (855) 542-2832

Facimile:

Email: pthomas@longislandteas.com

in either case with a copy to (which shall not constitute notice):

Graubard Miller

The Chrysler Builder

405 Lexington Avenue, 11th Floor

New York, NY 10174

Attention: David Miller, Esq. / Jeffrey Gallant, Esq.

Telephone: (212) 818-8800

Facsimile: (212) 818-8801

Email: dmiller@graubard.com / jgallant@graubard.com

Section 5.4 Headings. Headings of the Articles and Sections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

Section 5.5 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

Section 5.6 Entire Agreement; Assignment. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Section 5.7 Interpretation. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any references to the masculine gender of any pronoun shall be deemed to include references to the feminine and gender neutral form of such pronoun. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented in accordance with the terms hereof, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if drafted by all the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

Section 5.8 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

Section 5.9 Specific Performance . The parties acknowledge that any breach of this Agreement would give rise to irreparable harm for which monetary damages would not be an adequate remedy and that, in addition to other rights or remedies, the parties shall be entitled to seek enforcement of any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without the necessity of proving the inadequacy of monetary damages as a remedy.

Section 5.10 Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of, and waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in, (i) the United States District Court for the Southern District of New York or (ii) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Stockholder hereby appoints, without power of revocation, Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, NY 10019, Fax No.: (212) 451-2222, Attn: Steve Wolosky, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding, counterclaim or arbitration in any way relating to or arising out of this Agreement. The Stockholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the termination of this Agreement.

Section 5.11 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.11 .

Section 5.12 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or electronic submission via .pdf file), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (including by facsimile or electronic submission via .pdf file) to the other parties.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Company, SpinCo and the Stockholder have caused this Agreement to be duly executed and delivered as of the first date written above.

[Signature Page to Voting Agreement]

EMPLOYMENT AGREEMENT

AGREEMENT dated as of February 20, 2018 (“Commencement Date”) between SHAMYL MALIK, residing at _________________ (“Executive”), and Long Blockchain Corp., a Delaware corporation having its principal office at 12-1 Dubon Court Farmingdale NY 11735 (“Company”);

WHEREAS, the Company desires to enter into an employment agreement with Executive and Executive is willing to enter into such employment agreement on the terms, conditions and provisions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereby agree as follows:

IT IS AGREED:

1. Employment, Duties and Acceptance .

1.1 General . During the Term (as defined in Section 2), the Company shall employ Executive in the position of Chief Executive Officer (“CEO”) of the Company and such other positions as shall be given to Executive by the Board of Directors of the Company (the “Board”). All of Executive’s powers and authority in any capacity shall at all times be subject to the direction and control of the Company’s Board of Directors. The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with Executive’s status as CEO. The Company and Executive acknowledge that Executive’s functions and duties as CEO shall be to advance the Company’s Blockchain business. Executive acknowledges that he will have no authority to make any decisions on behalf of the Company with respect to its wholly-owned subsidiary, Long Island Brand Beverages LLC, or any part of the Company’s beverage business without the prior written consent of Philip Thomas and the Board.

1.2 Full-Time Position . Executive accepts such employment and agrees to devote substantially all of his business time, energies and attention to the performance of his duties hereunder. Nothing herein shall be construed as preventing Executive from making and supervising personal investments, provided they will not interfere with the performance of Executive’s duties hereunder or violate the provisions of Section 5.4 hereof. Executive shall not serve as a consultant to, or on boards of directors of, or in any other capacity to other companies, for profit and not for profit, without the prior consent of the Board and so long as such consulting duties do not interfere with his duties for the Company.

1.3 Location . Executive will perform his duties primarily in the United Kingdom. However, Executive shall undertake such occasional travel, within or outside the United States, as is reasonably necessary in the interests of the Company. The Executive agrees to use his best efforts to relocate to the United States as soon as practicable.

1.4 Board of Directors . During the Term (as hereinafter defined), the Company shall use its best efforts to cause the Executive to be reelected to the Board. So long as no other board member who is also an employee of the Company receives additional compensation for Board service, Executive’s membership on the Board shall not entitle him to additional compensation, provided, however, that the Company shall reimburse Executive for all reasonable business travel, lodging and other expenses associated with board meetings and other board decision-making activities.

2. Term . The term of Executive’s employment hereunder shall commence on the Commencement Date and shall continue until the one-year anniversary of the Commencement Date, unless terminated earlier as hereinafter provided in this Agreement, or unless extended, on these or different terms, by mutual written agreement of the Company and Executive (“Term”); provided, however, that on the one year anniversary of the Commencement Date and on each subsequent anniversary of such date (each a “Renewal Date”) the term of this Agreement shall automatically be extended by one additional year (the “Extension Period”) unless either party shall have provided notice to the other 60 days prior to a Renewal Date that such party does not desire to extend the term of this Agreement, in which case no further extension of the term of this Agreement shall occur pursuant hereto but all previous extensions of the term shall continue to be given full force and effect. The “Term” of this Agreement shall include any Extension Periods. Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an “at will” basis and the provisions of Sections 4.4 and 4.6(c) shall no longer be in effect.

3. Compensation and Benefits .

3.1 Salary . The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of $250,000. Executive’s compensation shall be paid in equal, periodic [bi-monthly] installments in accordance the Company’s normal payroll procedures. For the first six months of the Term, Executive’s compensation will be paid, on the requisite payment date, through the issuance of shares of Common Stock of the Company. For the remaining six months of the Term (and for any Extension Period), Executive’s compensation will either be paid, at Executive’s election, through the issuance of Common Stock, in cash, or a combination thereof. All compensation paid by Common Stock during the Term shall be pursuant to the 2017 Long-Term Incentive Equity Plan, shall be valued at $3.00 per share, and shall vest at the later of (i) January 1, 2019 or (ii) the date of issuance. Executive must be employed by the Company in order for shares to vest. The Company represents and will ensure that it has sufficient authorized Common Stock to make any such issuances.

3.2 Guaranteed Bonus . On January 1, 2019, if Executive is still employed by the Company, Executive shall receive a bonus (“Bonus”) of $250,000. One-half of the Bonus shall be paid in Common Stock. The other half shall be paid, at Executive’s election, through the issuance of Common Stock, in cash, or a combination thereof. All Bonus payments paid by Common Stock during the Term shall be pursuant to the 2017 Long-Term Incentive Equity Plan, shall be valued at $3.00 per share, and shall vest immediately. The Parties agree to negotiate the terms of a guaranteed bonus to be payable on January 1 in any Extension Period.

3.3 Benefits . Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees from time to time.

3.4 Vacation and Sick Days . Executive shall be entitled to twenty (20) days of paid vacation and five (5) days of paid sick days in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy.

3.5 Expenses . The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures. This shall include any expenses incurred by Executive prior to the Commencement date, in an amount to be mutually agreed upon by Executive and the Company.

4. Termination .

4.1 Death . If Executive dies during the Term, Executive’s employment hereunder shall terminate and the Company shall pay to Executive’s estate the amount set forth in Section 4.6(a).

4.2 Disability . The Company, by written notice to Executive, may terminate Executive’s employment hereunder if Executive shall fail because of illness or incapacity to render services of the character contemplated by this Agreement for six (6) consecutive months. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(a).

4.3 By Company for “Cause” . The Company, by written notice to Executive, may terminate Executive’s employment hereunder for “Cause”. As used herein, “Cause” shall mean: (a) misconduct in connection with the performance of any of Executive’s duties; (b) the refusal or failure by Executive to perform a material part of Executive’s duties hereunder; (c) the commission by Executive of a material breach of any of the provisions of this Agreement; (d) fraud or dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates (“dishonest” for these purposes shall mean Executive’s knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (e) the conviction of Executive of a felony under federal or state law. Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Executive’s acts described in clauses (a) or (b) above (except as described below), unless the Company shall have given written notice to Executive within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period; and provided further, however, that any breach of this Agreement relating to the Restricted Activities shall result in a termination for “Cause” without any advance notice and without any ability on the part of the Executive to cure such breach. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(b).

4.4 By Executive for “Good Reason” . The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change in the nature of Executive’s title, duties and/or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the Executive’s knowledge of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c).

4.5 By Company Without “Cause” . The Company may terminate Executive’s employment hereunder without “Cause” by giving at least thirty (30) days written notice to Executive. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c), unless such termination occurs after the expiration of the Term, in which case nothing shall be paid.

4.6 Compensation Upon Termination . In the event that Executive’s employment hereunder is terminated, the Company shall pay to Executive the following compensation:

(a) Payment Upon Death or Disability . In the event that Executive’s employment is terminated pursuant to Sections 4.1 or 4.2, the Company shall no longer be under any obligation to Executive or his legal representatives pursuant to this Agreement except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements; (iii) all accrued but unused vacation pay; and (iv) all earned and previously approved but unpaid Bonuses for any year prior to the year of termination.

(b) Payment Upon Termination by the Company For “Cause” . In the event that the Company terminates Executive’s employment hereunder pursuant to Section 4.3, the Company shall have no further obligations to the Executive hereunder, except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements; and (iii) all unused vacation pay through the date of termination required by law to be paid.

(c) Payment Upon Termination by Company Without Cause or by Executive for Good Reason . In the event that Executive’s employment is terminated pursuant to Sections 4.4 or 4.5, the Company shall have no further obligations to Executive hereunder except for: (i) upon execution of a general release and waiver in a form reasonably satisfactory to the Company, nine (9) months of Base Salary, payable in cash in equal, periodic [bi-monthly] installments in accordance the Company’s normal payroll procedures; (ii) all valid expense reimbursements; and (iii) all accrued but unused vacation pay (pro rata for the period to the date of termination).

(d) Executive shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation paid or payable to Executive from sources other than the Company will not offset or terminate the Company’s obligation to pay to Executive the full amounts pursuant to this Agreement.

5. Protection of Confidential Information; Non-Competition .

5.1 Acknowledgment . Executive acknowledges that:

(a) As a result of his employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”), including, without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”).

(b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information.

(c) The provisions of this Agreement are reasonable and necessary to protect the business of the Company, to protect the Company’s trade secrets and Confidential Information and to prevent loss to a competitor of an employee whose services are special, unique and extraordinary.

5.2 Confidentiality . Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.

5.3 Documents . Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that Executive shall be entitled to retain copies of such documents reasonably necessary to document his financial relationship with the Company.

5.4 Non-Competition . For and in consideration of Executive’s employment by the Company and the consideration the Executive will receive thereby, Executive hereby agrees as follows

Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined below), for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, limited liability company, corporation or business of whatever nature:

(i) engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the business of the Company that is located within twenty-five (25) miles of any market in which Company currently operates or has plans to do business in at the time of termination;

(ii) call upon any person who is at that time, or within the preceding twenty-four (24) months has been, an employee of the Company, for the purpose, or with the intent, of enticing such employee away from, or out of, the employ of the Company or for the purpose of hiring such person for Executive or any other person or entity, unless any such person was terminated by the Company more than six (6) months prior thereto;

(iii) call upon any person who, or entity that is then or that has been within one year prior to that time, a customer of the Company, for the purpose of soliciting or selling products or services in competition with the Company; or

(iv) call upon any prospective acquisition or investment candidate, on the Executive’s own behalf or on behalf of any other person or entity, which candidate was known by Executive to have, within the previous twenty-four (24) months, been called upon by the Company or for which the Company made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement.

For purposes of this Section 5:

5.5 Injunctive Relief . If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Section 5.2 or 5.4, the Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. The rights and remedies enumerated in this Section 5.5 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity. In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’ fees and costs incurred by the prevailing party.

5.6 Modification . If any provision of Section 5.2 or 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and such provision or provisions shall then be applicable in such modified form.

5.7 Survival . The provisions of this Section 5 shall survive the termination of this Agreement for any reason, except in the event Executive is terminated by the Company without Cause, or if Executive terminates this Agreement with Good Reason, in either of which events, clause (i) of Section 5.4 shall be null and void and of no further force or effect. The non-renewal of this Agreement at the end of the Term shall not be deemed a termination by the Company without Cause.

6. Miscellaneous Provisions .

6.1 Notices . All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when (i) delivered personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1. All notices shall be deemed to have been given as of the date of personal delivery or mailing thereof.

If to Executive:

Shamyl Malik

___________________

___________________

___________________

If to the Company:

Long Blockchain Corp

12-1 Dubon Court

Farmingdale, NY 11735

With a copy in either case to:

Graubard Miller

405 Lexington Avenue, 11 ^th Floor

New York, New York 10174

Attn: David Alan Miller / Jeffrey M. Gallant

6.2 Entire Agreement; Waiver . This Agreement and the Relocation Expense Letter sets forth the entire agreement of the parties relating to the employment of Executive and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision.

6.3 Governing Law . All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in New York.

6.4 Binding Effect; Nonassignability . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding upon Executive’s heirs and legal representatives.

6.5 Severability . Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.

6.6 Section 409A . This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section 409A”). To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A, the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

LONG BLOCKCHAIN CORP.