UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Long Blockchain Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
54267E104
(CUSIP Number)
STATER BLOCKCHAIN LIMITED
8 Airpark Drive
Suite 9, Level 2, 20 Augustus Terrace Parnell
Auckland 1052, New Zealand
+64 9 257 0711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 54267E104
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
STATER BLOCKCHAIN LIMITED* | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
OO, WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
NEW ZEALAND | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 1,135,435 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
1,135,435 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,135,435 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
8.5% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
CO |
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CUSIP No. 54267E104
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
TIMOTHY DOUGLAS CONNELL | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF, WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
NEW ZEALAND | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 1,135,435 | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
1,135,435 | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,135,435 | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
8.5% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IN |
3 |
CUSIP No. 54267E104
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
RAMY AHMED SOLIMAN | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF, WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
UNITED KINGDOM | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | - 0 - | ||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
- 0 - | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
- 0 - | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
0.0% | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IN |
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CUSIP No. 54267E104
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. | Security and Issuer. |
This statement relates to the common stock, par value $0.0001 per share (the “Shares”), of Long Blockchain Corp., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 116 Charlotte Avenue, Hicksville, New York 11801.
Item 2. | Identity and Background. |
(a) This statement is filed by:
(i) | Stater Blockchain Limited (“Stater”); |
(ii) | Timothy Douglas Connell; |
(iii) | Ramy A. Soliman |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Stater, Messrs. Connell and Soliman is Suite 9, Level 2, 20 Augustus Terrace Parnell, Auckland 1052, New Zealand.
(c) The principal business of Stater is serving as a technology company focused on developing and deploying globally scalable blockchain technology solutions in the financial markets. Messrs. Connell and Soliman serve as directors of Stater.
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Stater is organized under the laws of New Zealand. Mr. Connell is a citizen of New Zealand. Mr. Soliman is a citizen of the United Kingdom.
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CUSIP No. 54267E104
Item 3. | Source and Amount of Funds or Other Consideration. |
Pursuant to the contribution and exchange agreement, between the Issuer and Stater, dated March 19, 2018 (the “Agreement”). Stater issued to the Issuer such number of ordinary voting shares in Stater (“Stater Shares”) that, immediately following completion of the transaction contemplated by the Agreement (“Completion”), constituted 9.9% of the total Stater Shares then issued and outstanding, in exchange for 1,135,435 shares of common stock of the Issuer (“LBBC Shares”) that, immediately following Completion, constituted 9.9% of the total LBBC Shares then issued and outstanding. Subsequent to the Completion, LBCC issued additional LBCC shares to entities unrelated to Stater.
Item 4. | Purpose of Transaction. |
Stater entered into the Agreement due to the symmetries between its business and the Issuer’s focus on developing and investing in globally scalable blockchain technology solutions. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein below or in Item 6 or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition and board representation), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 13,418,772 Shares outstanding as of March 30, 2018.
A. | Stater |
(a) | As of the close of business on March 30, 2018, Stater directly owned 1,135,435 Shares. |
Percentage: Approximately 8.5%
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CUSIP No. 54267E104
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,135,435 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,135,435 |
(c) | Other than the Agreement, Stater has not entered into any transactions in the Shares during the past sixty days. |
B. | Mr. Connell |
(a) | As of the close of business on March 30, 2018, Mr. Connell may be deemed the beneficial owner of 1,135,435 Shares owned beneficially by Stater. |
Percentage: Approximately 8.5%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,135,435 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,135,435 |
(c) | Other than the Agreement, Mr. Connell has not entered into any transactions in the Shares during the past sixty days. |
C. | Mr. Soliman |
(a) | As of the close of business on March 30, 2018, Mr. Soliman does not own any Shares. |
Percentage: Approximately 0.0%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
(c) | Other than the Agreement, Mr. Soliman has not entered into any transactions in the Shares during the past sixty days. |
Note: The only transaction to have occurred during the past sixty days was pursuant to the Agreement described in Item 3.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
(e) | Not applicable. |
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CUSIP No. 54267E104
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On March 19, 2018, Stater entered into a Voting Agreement (the “Voting Agreement”) with the Issuer and Long Island Iced Tea Corp (“SpinCo”). Pursuant to the agreement, Stater agreed, if necessary, to vote its LBBC Shares (i) in favor of the Issuer’s distributing the shares of common stock of SpinCo held by it (the “SpinCo Shares”) to the Issuer’s stockholders by way of a dividend (the “Spinoff”), and/or (ii) if requested by the Issuer against any agreement which would prevent the Spinoff. Additionally, until the earlier of (i) one year from the consummation of the Spinoff 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, Stater agreed to vote the SpinCo Shares it directly or indirectly receives upon consummation of the Spinoff (i) in favor of any corporate action recommended by the then existing board of directors of SpinCo and/or (ii) against any action or agreement which would impede, interfere with or prevent any SpinCo Action from being consummated. Pursuant to the Voting Agreement, Stater also agreed to appoint the Issuer or SpinCo as the Stockholder’s proxy to vote Stater’s LBBC Shares or SpinCo Shares, as applicable, if so requested by the Issuer. The voting requirements set forth in the Voting Agreement shall expire if the Spinoff is not consummated by November 13, 2018 or if prior to such date, the Issuer’s board of directors unanimously decides not to proceed with the Spinout. A copy of the Voting Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The Issuer, Stater and Mr. Connell entered into a shareholders’ agreement (the “Shareholders’ Agreement”), governing to the management and ownership of Stater. The Shareholders’ Agreement includes the Issuer’s right to appoint one director of Stater, so long as the Issuer holds at least 9.9% of the Stater Shares then on issue, certain restrictions on transfer and preemptive rights with respect to the issuance of new securities of Stater.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. | Material to be Filed as Exhibits. |
99.1 | Joint Filing Agreement by and among Stater Blockchain Limited, Timothy Douglas Connell, and Ramy Ahmed Soliman , dated March 30, 2018. |
99.2 | Voting Agreement, by and among Long Blockchain Corp., Long Island Iced Tea Corp., and Stater Blockchain Limited, dated March 19, 2018. |
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CUSIP No. 54267E104
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 30, 2018
Stater Blockchain Limited | |||
By: | /s/ Timothy Douglas Connell | ||
Name: | Timothy Douglas Connell | ||
Title: | Director |
By: | /s/ Timothy Douglas Connell | ||
Name: | Timothy Douglas Connell | ||
Title: | Director |
By: | /s/ Ramy Ahmed Soliman | ||
Name: | Ramy A. Soliman | ||
Title: | Director |
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CUSIP No. 54267E104
Schedule A
Directors of Stater Blockchain Limited | Principal Business Address | Principal Business / Occupation |
Timothy Douglas Connell | Suite 9, Level 2, 20 Augustus Terrace Parnell, Auckland 1052, New Zealand. | Director of Stater |
Ramy Ahmed Soliman | Suite 9, Level 2, 20 Augustus Terrace Parnell, Auckland 1052, New Zealand. | Director of Stater |
Shamyl Malik |
12-1 Dubon Court Farmingdale, New York 11735 |
Director of Stater and Chief Executive Officer of Long Blockchain Corp. |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $.0001 par value per share, of Long Blockchain Corp., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: March 30, 2018
Stater Blockchain Limited | |||
By: | /s/ Timothy Douglas Connell | ||
Name: | Timothy Douglas Connell | ||
Title: | Director |
By: | /s/ Timothy Douglas Connell | ||
Name: | Timothy Douglas Connell | ||
Title: | Director |
By: | /s/ Ramy Ahmed Soliman | ||
Name: | Ramy A. Soliman | ||
Title: | Director |
Exhibit 99.2
VOTING AGREEMENT
This VOTING AGREEMENT (this “Agreement”) is entered into as of March 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 Stater Blockchain Limited, 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”), which Company Shares have been acquired in connection with the Contribution and Exchange Agreement, dated as of the date hereof, by and between the Company and Stockholder (the “Contribution Agreement”);
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, 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 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.
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.
3 |
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 is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of Stockholder’s charter or other organizational documents, the Stockholder 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 of the board of directors, shareholders and/or other similar bodies of the Stockholder. 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 the Stockholder, enforceable against the 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 law, 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.
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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.
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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.
If to the Company, to:
Long Blockchain Corp.
12-1 Dubon Court
Farmingdale, NY 11735
Attention: Shamyl Malik
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: Chief Executive Officer
Telephone:
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
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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.
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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.
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.
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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]
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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.
LONG BLOCKCHAIN CORP. | |||
By: | /s/ Shamyl Malik | ||
Name: | Shamyl Malik | ||
Title: | Chief Executive Officer | ||
LONG ISLAND ICED TEA CORP. | |||
By: | |||
Name: | |||
Title: | |||
STATER BLOCKCHAIN LIMITED | |||
By: | /s/ Ramy A. Soliman | ||
Name: | Ramy A. Soliman | ||
Title: |
Director | ||
Address: |
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Telephone: |
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Facsimile: |
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Email: |
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Number of Shares: |
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[Signature Page to Voting Agreement]