SEPARATION
AND MUTUAL RELEASE AGREEMENT


 


THIS
SEPARATION AND MUTUAL RELEASE AGREEMENT (the “Agreement”) is made on the 14th day of January
2019 (the “Effective Date”) by and between SBL Holdings Limited (formerly known as Stater Blockchain
Limited)1, a Company incorporated in New Zealand and having its registered office at 25 Ti Point Road, Leigh 0985,
New Zealand (“SBL”), and Long Blockchain Corp., a Company incorporated under the State of Delaware, United
States, and having its registered office at 12-1, Dubon Court, Farmingdale NY-11735 ( “LBCC”). SBL and LBCC
are each individually a “Party” and collectively the “Parties”.


 


WHEREAS,
the Parties agree to mutually terminate the Contribution and Exchange Agreement dated as of March 19, 2018 (the “C&E
Agreement”) and to take such other actions and make such representations and warranties as set forth in this Agreement;


 


NOW,
THEREFORE, in consideration of the representations, warranties, covenants and other agreements contained herein, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


	 	1.	Definitions:


 


	 	 	a.	“Affiliate”
    of any Person means any Person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled
    by, or is under common control with, such Person. The term “control” (including the terms “controlled by”
    and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause
    the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
    or otherwise.
	 	 	 	 
	 	 	b.	“Claim”
    means any award, claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority,
    commitment, debt, claim, counterclaim, suit, cause of action, damage, demand, liability, or obligation.
	 	 	 	 
	 	 	c.	“Governmental
    Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency
    or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental
    regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization
    or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.
	 	 	 	 
	 	 	d.	“Person”
    means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
    organization, trust, association or other entity.


 


	 	2.	Termination
    of the C&E Agreement: The Parties hereby agree that, as of the Effective Date, the C&E Agreement is terminated
    with no further force or effect, except as otherwise set forth herein and Section 7 (Confidentiality) of the C&E Agreement
    shall continue to apply.


 


 






1Note
to SBL: We are assuming this is a name change from Stater Blockchain Limited and not a different entity. Please confirm.


 




    	 



    	 	 	 



    

 


	 	3.	Cancellation
    of Stock: The Parties agree that, on or before the Effective Date:


 


	 	 	a.	LBCC
    shall (i) cancel and/or redeem the 1,135,435 shares of its issued and outstanding voting stock held by SBL (the “LBCC
    Stock”) which were issued to SBL under the C&E Agreement, (the “LBCC Cancellation”), and
    which constitute all of the equity interests issued by LBCC to SBL under the C&E Agreement, (ii) irrevocably instruct
    its transfer agent to record such cancellation and/or redemption on LBCC’s stock ledger, and (iii) take all actions
    and execute all documents to ensure that any stock certificates, records and registers (including electronic versions thereof),
    or similar representing the LBCC Stock and the SBL Stock have been repurchased, cancelled and/or redeemed and have no further
    force or effect; and
	 	 	 	 
	 	 	b.	SBL
    shall (i) repurchase and cancel the 99 fully paid ordinary shares in SBL held by LBCC (the “SBL Stock”),
    which were issued to LBCC under the C&E Agreement (the “SBL Cancellation”, collectively with the LBCC
    Cancellation, the “Stock Cancellations”), and which constitute all of the equity interests issued by SBL
    to LBCC under the C&E Agreement, (ii) irrevocably instruct its transfer agent or applicable similar entity to record such
    repurchase and cancellation on SBL’s share register, and (iii) take all actions and execute all documents to ensure
    that any stock certificates, records and registers (including electronic versions thereof), or similar representing the SBL
    Stock and the LBCC Stock have been repurchased, cancelled and/or redeemed and have no further force or effect.


 


	 	4.	Board
    of Directors:


 


	 	 	a.	Effective
    as of or prior to the Effective Date, the member of the board of directors of LBCC designated by SBL pursuant to the C&E
    Agreement (the “SBL Director”) shall resign as a member of the board of directors of LBCC, and LBCC acknowledges,
    accepts, and agrees to such resignation. The SBL Director shall deliver to LBCC as of or prior to the execution of this Agreement
    a resignation letter effecting such resignation. The SBL Director hereby waives the right to receive any payment from LBCC
    for compensation accrued for services as a director of LBCC prior to the Effective Date.
	 	 	 	 
	 	 	b.	The
    Parties acknowledge that the board of directors of SBL did not appoint an individual designated by LBCC to the board of directors
    of SBL pursuant to the C&E Agreement.


 


	 	5.	Release
    of Claim:


 


	 	 	a.	Effective
    from and after the Effective Date, and in consideration of the mutual covenants and agreements herein, and for other good
    and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), LBCC, on behalf of itself,
    its Affiliates and the directors, officers, employees, representatives, agents, successors and assigns of each of the foregoing
    (collectively, the “LBCC Releasing Parties”), fully, finally and irrevocably releases, acquits and forever
    discharges SBL, its Affiliates and thedirectors, officers, employees, representatives, agents, and the successors and assigns
    of each of the foregoing (collectively, the “SBL Released Parties”) from any and all Claims of every kind
    and nature whatsoever, past, present, or future, whether grounded in or based on law or in equity, by contract or in tort
    or otherwise, whether actual or potential, known or unknown, matured or unmatured, contingent or otherwise, arising from events,
    facts or circumstances occurring prior to the Effective Date (the “Release Period”), which the LBCC Releasing
    Parties ever had, now have or hereafter may have against the SBL Released Parties in any way relating to LBCC, SBL, the SBL
    Stock, or the C&E Agreement and the transactions contemplated thereby, other than any such Claims that arise from events,
    facts or circumstances that result in any breach by SBL Released Parties of their obligations under this Agreement.



 






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	 	 	b.	Effective
    from and after the Closing Date, and in consideration of the mutual covenants and agreements herein and for other good and
    valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), SBL on behalf of itself,
    its Affiliates and the directors, officers, employees, representatives, agents, successors and assigns of each of the foregoing,
    and the SBL Director (collectively, the “SBL Releasing Parties”) fully, finally and irrevocably release,
    acquit and forever discharge LBCC and its respective directors, officers, employees, representatives, agents, and the successors
    and assigns of each of the foregoing (collectively, the “LBCC Released Parties”) from any and all Claims
    of every kind and nature whatsoever, past, present, or future, whether grounded in or based on law or in equity, by contract
    or in tort or otherwise, whether actual or potential, known or unknown, matured or unmatured, contingent or otherwise, arising
    from events, facts or circumstances occurring during the Release Period, which the SBL Releasing Parties ever had, now have
    or hereafter may have against the LBCC Released Parties in any way relating to LBCC, SBL, the LBCC Stock, or the C&E Agreement
    and the transactions contemplated thereby, or compensation for service as the SBL Director, other than any such Claims that
    arise from events, facts or circumstances that result in any breach by LBCC Released Parties of their obligations under this
    Agreement and any such Claims by the SBL Director under any indemnification agreement between the SBL Director and LBCC.
	 	 	 	 
	 	 	c.	The
    releases contained herein are intended to be complete, global and all-encompassing and specifically include claims that are
    known, unknown, fixed, contingent or conditional with respect to the matters described herein as of the Effective Date. Each
    Party hereby expressly waives any and all rights conferred upon it by any statute or law which provides that a release does
    not extend to claims which the claimant does not know or suspect to exist in its favor at the time of executing the release,
    which if known by him must have materially affected his release with the released party.


 


	 	6.	Waiver:


 


	 	 	a.	LBCC
    hereby expressly agrees to relinquish any and all vested and unvested equity, ownership, stock, capital, profits and/or membership
    interest(s) in SBL, including the SBL Stock, together with any rights to profits, distributions, or dividends in SBL that
    it may have or ever had (collectively, the “SBL Interests”). By entering into this Agreement, LBCC shall,
    and expressly agrees, to assign, convey, transfer and deliver to SBL any and all of its rights, title, and interest in any
    SBL Interests, free and clear of any pledge, lien, security interest, encumbrance, charge or claim of any nature whatsoever,
    including, without limitation, any pledge of SBL Interests to any lender, financial institution, financing party, creditor
    or any third party.
	 	 	 	 
	 	 	b.	SBL
    hereby expressly agrees to relinquish any and all vested and unvested equity, ownership, stock, capital, profits and/or membership
    interest(s) in LBCC, including the LBCC Stock, together with any rights to profits, distributions, or dividends in LBCC that
    it may have or ever had (collectively, the “LBCC Interests”, collectively with the SBL Interests, the “Equity
    Interests”). By entering into this Agreement, SBL shall, and expressly agrees, to assign, convey, transfer and deliver
    to LBCC any and all of its rights, title, and interest in any LBCC Interests, free and clear of any pledge, lien, security
    interest, encumbrance, charge or claim of any nature whatsoever, including, without limitation, any pledge of LBCC Interests
    to any lender, financial institution, financing party, creditor or any third party.


 






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	 	7.	Representations
    and Warranties: Each Party hereby represents and warrants to the other Party that, as of the Effective Date:


 


	 	 	a.	Such
    Party has the requisite authority and capacity to enter into this agreement and to execute, deliver and perform this Agreement
    and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by
    such Party and constitutes a valid, binding obligation between the Parties enforceable against such Party in accordance with
    its terms.
	 	 	 	 
	 	 	b.	The
    execution, delivery and performance by such Party of the Agreement, and the consummation of the transactions contemplated
    thereby, does not and will not (a) result in a violation or breach of any provision of the organizational documents of such
    Party, (b) result in a violation or breach of any provision of any law or any order, judgment, decree, writ, injunction, or
    award by any Governmental Authority applicable to such Party or (c) require the consent of or notice to any Person, or (d)
    or any other agreement to which such Party is a party.
	 	 	 	 
	 	 	c.	This
    Agreement has been approved by the board of directors of such Party.
	 	 	 	 
	 	 	d.	Such
    Party’s respective Equity Interests represents all of the equity interests owned beneficially or of record by such Party
    in LBCC, with respect to the LBCC Interests, or SBL, with respect to the SBL Interests, as the case may be. Such Party is
    the registered and beneficial owner of its respective Equity Interests and has good and marketable title to such Equity Interests
    free and clear of all liens, pledges, mortgages, deeds of trust, security interests, charges, claims, easements, encroachments,
    or other encumbrances.


 


	 	8.	Intellectual
    Property Rights: By executing this Agreement, each Party acknowledges and agrees that any and all intellectual property
    of the other Party or its Affiliates to which it had access shall be retained by the original Party or its Affiliates and
    each Party waives any and all claims and rights, statutory or otherwise, over any such intellectual property, and each Party
    acknowledges and agrees that such Party has no license over any such intellectual property rights, in the United States or
    anywhere else in the world. For the purposes hereof, “intellectual property rights” means all rights, title, and
    interests in and to all intellectual property and proprietary rights of every kind and nature however denominated, throughout
    the world, including patents, copyrights, trade secrets, domain names, and any and all registrations, applications, licenses
    therefore and thereof, including all actions and rights to sue at law or in equity for any past or future infringement, thereof.
	 	 	 
	 	9.	Further
    Assurance: Following the Effective Date, each of the Parties shall, and shall cause their respective Affiliates to, execute
    and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably
    required to carry out the provisions of this Agreement and give effect to the Stock Cancellations and other transactions and
    agreements contemplated thereby.



 






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	 	10.	Public
    Announcements: Except with respect to LBCC to satisfy its disclosure requirements under the Securities Exchange Act of
    1934, as amended, unless otherwise required by law (based upon the reasonable advice of counsel), no Party shall make any
    public announcements in respect of this Agreement or the C&E Agreement or the transactions contemplated thereby or otherwise
    communicate with any news media without the prior written consent of the other parties, and the parties shall cooperate as
    to the timing and contents of any such announcement.
	 	 	 
	 	11.	Entire
    Agreement: This Agreement contains the entire understanding of the Parties with respect to the matters covered herein
    and therein and, except as specifically set forth herein, neither the SBL nor LBCC makes any representation, warranty, covenant
    or undertaking with respect to such matters.
	 	 	 
	 	12.	Survival
    of Agreement, Representations and Warranties: All representations and warranties contained herein shall survive
    the execution and delivery of this Agreement.
	 	 	 
	 	13.	Successors
    and Assigns: This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective
    successors and assigns.
	 	 	 
	 	14.	Governing
    Law; Venue: This Agreement and the obligations, rights, remedies of the Parties hereto are to be constructed in accordance
    with and governed by the laws of the State of Delaware, with any action/dispute concerning this Agreement to be commenced
    exclusively in the state and federal courts sitting in the State of Delaware.
	 	 	 
	 	15.	Miscellaneous:
    This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements
    and understanding relating to the subject matter hereof. This Agreement may be executed in two counterparts but all such counterparts
    shall together constitute but one and the same instrument.


 


[Signature
page follows.]


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as on the date first above written.


 


	SBL
    HOLDINGS LIMITED	 	SBL
    DIRECTOR: 
	 	 	 	 	 
	By:	/s/
    Timothy Connell	 	 	/s/
    Ramy Soliman
	Name:	Timothy
    Connell	 	Name:	Ramy
    Soliman
	Title:	CEO	 	 	        
	 	              	 	 	 
	LONG
    BLOCKCHAIN CORP.	 	 	 
	 	 	 	 	 
	By:	/s/
    Andy Shape	 	 	 
	Name:	Andy
    Shape	 	 	 
	Title:	Chief
    Executive Officer	 	 	 


 


In
Presence of:


 


WITNESS:





 





1. /s/ Janna Isbey


 


2. /s/ David Barrett


 


[Signature
page to Separation and Mutual Release Agreement]