Exhibit 10.1


 





Print Name of Investor:_________________________


 


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(“Subscription Agreement”) is being used by Long Island Iced Tea Corp., a Delaware corporation (the “Company”),
for a private placement (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Shares”)
on the terms contained in this Subscription Agreement.


 


The above-named
Investor hereby agrees as follows:


 


The above-named Investor hereby
agrees as follows:


 


1.           Subscription
for Securities. Investor hereby subscribes for and agrees to purchase $_________ of Shares of the Company at a purchase
price of $4.00 per share, subject to the terms and conditions set forth in this Subscription Agreement.


 


2.           Offering
and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this
Subscription Agreement. The Company intends to offer up to 750,000 Shares ($3 million), including through the conversion of outstanding
loans and advances. The Company’s officers, directors and affiliates shall be entitled to purchase Shares in the Offering
on the same terms as other Investors.


 


3.           Investor
Delivery of Documents and Payment. Investor has tendered to the Company two (2) completed and manually executed copies
of this Subscription Agreement. Simultaneously with submitting this Subscription Agreement, the Investor is wiring the subscription
amount in accordance with the directions on the cover sheet (or delivering evidence of any outstanding loans or advances being
converted in this Offering).


 


4.           Acceptance
or Rejection of Subscription; Return of Unapplied Funds. The Company has the right to reject this subscription, in whole
or in part, for any reason and at any time prior to a Closing (defined below). In the event of the rejection of this subscription,
my subscription payment will be promptly returned to me without interest or deduction and this Subscription Agreement shall have
no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this
Subscription Agreement has been executed by the Investor and countersigned by the Company and the Closing (defined below) with
respect to the Investor’s subscription has occurred.


 


5.           Closing
and Delivery of Securities. The offering is being made on a “no minimum, no maximum, best efforts” basis. The
closing (“Closing”) on an Investor’s investment may occur at any time, as determined by the Company, together
with, or separate from, investments by other Investors. The Company may accept this Subscription Agreement and have a Closing for
all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying Investor of such acceptance.


 


6.           Offering
to Accredited Investors. The Offering is limited to “accredited investors” as defined in Section 2(15) of the
Securities Act of 1933, as amended (“Securities Act”), and Rule 501(a) promulgated thereunder, and is being made without
registration under the Securities Act in reliance upon the exemptions contained in Section 4(a)(2) of the Securities Act and applicable
state securities laws; it being understood that for purposes of the qualifying under the $1,000,000 net worth test:


 


		·	The Investor’s primary residence shall not be included as an
asset;



		·	Indebtedness that is secured by the Investor’s primary residence,
up to the estimated fair market value of the primary residence as of the date of this Agreement, shall not be included as a liability
(except that if the amount of such indebtedness outstanding as of such date exceeds the amount outstanding 60 days before such
date, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability);
and



		·	Indebtedness that is secured by the Investor’s primary residence
in excess of the estimated fair market value of the primary residence shall be included as a liability. 



 






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7.           Investor
Representations and Warranties.


 


7.1.           No Right
to Terminate. Investor is aware that Investor is not entitled to cancel, terminate or revoke this subscription, and any agreements
made in connection herewith will survive an individual Investor’s death or disability. In order to induce the Company to
issue and sell Shares to Investor, Investor represents and warrants that the information relating to Investor stated herein is
true and complete as of the date hereof and will be true and complete as of the date or dates on which Investor’s purchase
of Shares becomes effective. If, prior to the final consummation of the offer and sale of the Shares, there should be any change
in such information or any of such information becomes incorrect or incomplete, Investor agrees to notify the Company and supply
the Company promptly with corrective information.


 


7.2.           Information
About the Company and the Shares.


 


(a)           The Company has
made available to Investor a copy of the Company’s Final Prospectus, dated May 1, 2015, the Company’s Current Report
on Form 8-K dated May 27, 2015 and the Company’s Current Report on Form 8-K dated June 17, 2015 (together the “Disclosure
Documents”). Investor has read the Disclosure Documents, including the “Risk Factors” set forth in the Final
Prospectus, together with this Subscription Agreement, and fully understands the information set forth therein and herein.


 


(b)           Investor has been
given access to full and complete information regarding the Company as Investor has requested and has utilized such access to Investor’s
satisfaction for the purpose of verifying the information included herein and therein, and Investor has either met with or been
given reasonable opportunity to meet with the individuals who will become the officers of the Company for the purpose of asking
reasonable questions of such officers concerning the terms and conditions of the Offering and the business of the Company and all
such questions have been answered to Investor’s full satisfaction. Investor has also been given an opportunity to obtain
any additional relevant information to the extent reasonably available to the Company. After reading of such information and materials,
Investor understands that there is no assurance as to the future performance of the Shares.


 


(c)           Investor has received
no representation or warranty from the Company or any of its officers, directors, equity holders, employees or agents in respect
of Investor’s investment in the Shares. Investor is not participating in the Offering as a result of or subsequent to: (i)
any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over
television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising.


 


7.3.           Speculative
Investment. Investor is aware that the Shares are a speculative investment that involve a high degree of risk and Investor
may suffer the total loss of its investment. Investor has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in Investor’s judgment, sufficient
information to evaluate the merits and risks of an investment in the Shares. Investor has not utilized any person as its purchaser
representative (as defined in Regulation D) in connection with evaluating such merits and risks and has relied solely upon its
own investigation in making a decision to invest in the Shares. Investor has been urged to seek independent advice from its professional
advisors relating to the suitability of an investment in the Shares in view of its overall financial needs and with respect to
the legal and tax implications of such investment. Investor believes that the investment in the Shares is suitable for it based
upon its investment objectives and financial needs, and Investor has adequate means for providing for its current financial needs
and contingencies and has no need for liquidity with respect to its investment in the Shares. The investment in the Shares does
not constitute a significant portion of Investor’s investment portfolio.


 






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7.4.           Restrictions
on Transfer. Investor understands that (i) the Shares have not been registered under the Securities Act or the securities laws
of certain states in reliance on specific exemptions from registration and (ii) the Shares cannot be resold, pledged, assigned
or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws
of certain states, or an exemption from such registration is available. Each certificate representing the Shares will bear a restrictive
legend relating to such restrictions. In addition, Investor understands that (x) no securities administrator of any state or the
federal government has recommended or endorsed the Offering or made any finding or determination relating to the fairness of an
investment in the Shares and (y) the Company is relying on Investor’s representations and agreements for the purpose of determining
whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.
Investor understands that the Company is under no obligation to register the Shares or to assist Investor in complying with any
exemption from such registration under the Securities Act or any state securities laws


 


7.5.           Investment
Representation. Investor is purchasing the Shares for its own account for investment and not with a view to, or for sale in
connection with, any subsequent distribution of the securities, nor with any present intention of selling or otherwise disposing
of all or any part of the Shares in violation of the Federal securities laws.


 


7.6.           Entity Authority.
If Investor is a corporation, partnership, company, trust, employee benefit plan, individual retirement account, Keogh plan or
other tax-exempt entity, it is authorized and qualified to become an investor in the Shares and the person signing this Subscription
Agreement on behalf of such entity has been duly authorized by such entity to do so.


 


7.7.           No Offer
Until Determination of Suitability. Investor acknowledges that any delivery to Investor of the documents relating to the Offering
prior to the determination by the Company of Investor’s suitability will not constitute an offer of the Shares until such
determination of suitability is made.


 


7.8.           For Florida
Residents. The Shares have not been registered under the Securities Act of 1933, as amended (“1933 Act”), or the
Florida Securities and Investor Protection Act (“Florida Securities Act”), by reason of specific exemptions thereunder
relating to the limited availability of the offering. The Shares cannot be sold, transferred or otherwise disposed of to any person
or entity unless subsequently registered under the 1933 Act or the Florida Securities Act, if such registration is required. Pursuant
to Section 517.061(11) of the Florida Securities Act, when sales are made to five (5) or more persons in Florida, any sale made
pursuant to Subsection 517.061(11) of the Florida Securities Act will be voidable by such Florida purchaser either within three
(3) days after the first tender of consideration is made by the purchaser to the issuer, an agent of the issuer, or an escrow agent,
or within three (3) days after the availability of the privilege is communicated to such purchaser, whichever occurs later. In
addition, as required by Section 517.061(11)(a)(3) of the Florida Securities Act and by Rule 69W-500.005(5)(a) thereunder, if Investor
is a Florida resident Investor may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access
to the materials set forth in such Rule that the Company can obtain without unreasonable effort or expense.


 


8.           Indemnification.
Investor hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders, employees, agents and
attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses
incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting
in any liability to such person or whether incurred by the indemnified party in any action or proceeding between the indemnitor
and indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject,
insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact made by Investor and contained herein or (b) arise out of or are based upon any breach by Investor
of any representation, warranty or agreement made by Investor contained herein


 






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9.           Severability;
Remedies. In the event any part or parts of this Subscription Agreement are found to be void, the remaining provisions
of this Subscription Agreement are nevertheless binding with the same effect as though the void part or parts were deleted.


 


10.           Governing
Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of
the law that might otherwise govern under applicable principles of conflicts of law thereof.


 


11.           Counterparts.
This Subscription Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile
signature.


 


12.           Benefit.
Except as otherwise set forth herein, this Subscription Agreement is binding upon and inures to the benefit of the parties hereto
and their respective heirs, executors, personal representatives, successors and assigns.


 


13.           Notices.
All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) must be in writing, and is
sufficiently given if delivered to the addressees in person, by overnight courier service, facsimile, electronic transmission (including
via email) or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after
being placed in the mail if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy
or other electronic transmission (including via email), in each case addressed to a party. All communications to Investor should
be sent to Investor’s address on the signature page hereto. All communications to the Company should be sent to:


 


 


LONG ISLAND ICED TEA CORP.


116 Charlotte Avenue


Hicksville, NY 11801


Attention: Philip Thomas


Telephone: (917) 686-1298


 


14.           Oral
Evidence. This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter
hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement
in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.


 


15.           Paragraph
Headings. Paragraph headings herein have been inserted for reference only and will not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.


 


16.           Survival
of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein will survive
the delivery of, and the payment for, the Shares.


 


 


 


 








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