Exhibit
10.05


 





THE
REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT
AS HEREIN PROVIDED. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


VOID
AFTER 5:00 P.M. EASTERN TIME, JULY 27, 2021


 


WARRANT


 


for
the Purchase of


 


450,000
Shares of Common Stock


 


of


 


LONG
BLOCKCHAIN CORP.


 








	1.	Warrant.






 


THIS
CERTIFIES THAT, for good and valuable consideration, duly paid by or on behalf of Andrew Stranberg (the “Holder”),
as registered owner of this Warrant, to Long Blockchain Corp. (the “Company”), Holder is entitled, at any time
or from time to time at or after July 27, 2018 (the “Commencement Date”), and at or before 5:00 p.m., Eastern
Time July 27, 2021 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in
whole or in part, up to four hundred fifty thousand (450,000) shares of Common Stock of the Company, $0.0001 par value (“Common
Stock”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant
may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending
on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially
exercisable at $0.50 per share of Common Stock purchased; provided, however, that upon the occurrence of any of the events specified
in Section 6 hereof, the rights granted by this Warrant, including the exercise price and the number of shares of Common Stock
to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall
mean the initial exercise price or the adjusted exercise price, depending on the context, of a share of Common Stock. The terms
“Securities” or “Warrant Shares” shall mean the shares of Common Stock issuable upon exercise
of this Warrant.


 




    	 	 	 



     


    

 





	2. 	Exercise.



 


2.1. Exercise
Form. In order to exercise this Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Warrant and, unless Holder elects to exercise this Warrant on “cashless” basis
pursuant to Section 2.2 by so specifying in the exercise form, payment in cash of the Exercise Price for the Securities being
purchased. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration
Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and
expire. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of
this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for
purchase hereunder at any given time may be less than the amount stated on the face hereof. Under no circumstances will the Company
be required to net cash settle this Warrant upon its exercise.


 


2.2. Cashless
Exercise. In lieu of paying cash pursuant to Section 2.1 above, Holder may elect to exercise this Warrant on a “cashless”
basis and receive the number of Shares equal to the value of this Warrant (or the portion thereof being exercised), in which event
the Company shall issue Shares to Holder in accordance with the following formula:


 


		X      =	Y
                                         * (A - B) / A
	 	 	 






		where:	
	 	 	 






		X      =	the
                                         number of Shares to be issued to Holder;
	 	 	 






		Y      =	the
                                         number of Shares for which the Warrant is being exercised;
	 	 	 






		A      =	the
                                         fair market value of one Share; and



 








		B      =	the
                                         Exercise Price.






 


For
purposes of this Section 2.2, the fair market value of a Share shall be the average VWAP per share of Common Stock for the ten
trading days immediately preceding the date of exercise; provided, however, if there is no active public market, the value shall
be the fair market value thereof, as determined in good faith by the Company’s Board of Directors. “VWAP”
shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is
then listed or quoted on a national securities exchange, the daily volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the exchange on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), or (b) if the Common Stock
is not then listed or quoted for trading on a national securities exchange and if prices for the Common Stock are then reported
by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the closing bid price
per share of the Common Stock so reported.


 




    	 	2	 



     


    













 


2.3. Delivery
of Certificates Upon Exercise. Shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer
agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”)
through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such
system and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder (provided the
Holder and/or its broker deliver all certifications and other documentation reasonably requested by the Company’s transfer
agent or counsel to the Company), and otherwise by physical delivery of a certificate to the address specified by the Holder in
the Notice of Exercise by the date that is two (2) trading days after the latest of (x) the delivery to the Company of the Notice
of Exercise Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above
(including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi)
prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”). This
Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company.
The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with
payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.


 


2.4. Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its affiliates, and any group, shall include the number of shares
of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by the Holder or any of its affiliates, or any group member, and (ii) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its affiliates, or any group member. Except as set
forth in the preceding sentence, for purposes of this Section 2.4, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this Section 2.4 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and any group members)
and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice
of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any affiliates and any group members) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 2.4, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the United States Securities
and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or
oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates
or any group members since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’
prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.4, provided
that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2.4 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such
notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2.4 to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Warrant.


 




    	 	3	 



     


    

 


3. Transfer.
The registered Holder of this Warrant, by its acceptance hereof, agrees that it will not sell, transfer or assign or hypothecate
this Warrant to anyone except upon compliance with, or pursuant to exemptions from, applicable securities laws, and except to
an “accredited investor” as defined in Regulation D under the Securities Act. In order to make any permitted assignment,
the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with this Warrant
and payment of all transfer taxes, if any, payable in connection therewith. The Company shall immediately transfer this Warrant
on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion
of such number as shall be contemplated by any such assignment.


 


	4.	New
    Warrants to be Issued.


 


4.1. Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together
with the duly executed exercise or assignment form and funds (or conversion equivalent) sufficient to pay any Exercise Price and/or
transfer tax, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this Warrant
in the name of the Holder evidencing the right of the Holder to purchase the aggregate number of shares of Common Stock and Warrants
purchasable hereunder as to which this Warrant has not been exercised or assigned.


 


4.2. Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant and of reasonably satisfactory indemnification, the Company shall execute and deliver a new Warrant of like tenor and
date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute
a substitute contractual obligation on the part of the Company.


 


	5.	Adjustments


 


5.1. Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the Securities underlying this Warrant shall be subject
to adjustment from time to time as hereinafter set forth:


 


5.1.1. Stock
Dividends, Recapitalization, Reclassification, Split-Ups. If, after the date hereof, and subject to the provisions of Section
5.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares
of Common Stock or by a split-up, recapitalization or reclassification of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in
proportion to such increase in outstanding shares.


 


5.1.2. Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then,
upon the effective date thereof, the number of shares of Common Stock issuable on exercise of this Warrant shall be decreased
in proportion to such decrease in outstanding shares.


 


5.1.3. Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted,
as provided in this Section 5.1, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of this Warrant immediately prior to such adjustment, and (y) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter.


 




    	 	4	 



     


    

 


5.1.4. Replacement
of Securities upon Reorganization, Etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Sections 5.1.1 or 5.1.2 hereof or which solely affects the par value of such shares of Common
Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and which does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of
this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of shares of Common
Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Sections 5.1.1 or 5.1.2, then such adjustment shall be made pursuant
to Sections 5.1.1, 5.1.2, 5.1.3 and this Section 5.1.4. The provisions of this Section 5.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


5.1.5. Changes
in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants
in this form issued in connection with a transfer or exercise of a Warrant after such change may state the same Exercise Price
and the same number of shares of Common Stock as are stated in the Warrants initially issued. The acceptance by any Holder of
the issuance of new Warrants reflecting a required or permissive change shall not be deemed to waive any rights to a prior adjustment
or the computation thereof.


 


5.2. Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common
Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest
whole number of shares of Common Stock or other securities, properties or rights.


 


	6.	Reservation
    and Listing. 


 


The
Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of
issuance upon exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Warrants shall be
outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon exercise of the Warrants
to be listed (subject to official notice of issuance) on all securities exchanges (or, if applicable on Nasdaq) on which the Common
Stock is then listed and/or quoted.


 




    	 	5	 



     


    

 


	7.	Certain
    Notice Requirements.


 


7.1. Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder
of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the events described
in Section 7.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of
the transfer books, as the case may be.


 


7.2. Events
Requiring Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them
to receive a dividend or distribution, or (ii) the Company shall offer to all the holders of its Common Stock any additional shares
of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor, or (iii) a merger or reorganization in which the Company is not the surviving
party, or (iv) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger)
or a sale of all or substantially all of its property, assets and business shall be proposed.


 


7.3. Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 5 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice
shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate
by the Company’s Chief Financial Officer.


 


7.4. Transmittal
of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed
to have been duly made on the date of delivery if delivered personally or sent by overnight courier, with acknowledgment of receipt
by the party to which notice is given, or on the fifth day after mailing if mailed to the party to whom notice is to be given,
by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows: (i) if to the registered
Holder of this Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to its
principal executive office.


 


	8.	Miscellaneous.


 


8.1. No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof.


 




    	 	6	 



     


    

 


8.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Warrant.


 


8.3. Entire
Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


8.4. Binding
Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or
equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.


 


8.5. Governing
Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the law of
the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim
against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the courts of the State of
New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with
the preparation therefor.


 


8.6. Waiver,
Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.


 


[Signature
Page Follows]


 




    	 	7	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the 27th day
of July, 2018.


 


	 	LONG
    BLOCKCHAIN CORP.
	 	 	 
	 	By:	/s/
    Andrew Shape
	 	Name:
    	Andrew
    Shape
	 	Title:
    	Chief
    Executive Officer





 




    	 	 	 



     


    

 


WARRANT
EXERCISE FORM


 





Date:
_____________________


 


Long
Blockchain Corp.


12-1
Dubon Court


Farmingdale,
NY 11735


 


Ladies
and Gentlemen:


 


[The
undersigned hereby elects irrevocably to exercise the within Warrant and to purchase ________ shares of Common Stock of Long Blockchain
Corp. pursuant to Section 2.1 thereof, and hereby makes payment of $____________ (at the rate of $_________ per share of Common
Stock) in payment of the Exercise Price pursuant thereto. Please issue the Common Stock in accordance with the instructions given
below.]


 


[or]


 


[The
undersigned hereby elects irrevocably to exercise the within Warrant as to ________ shares of Common Stock of Long Blockchain
Corp., on a “cashless” basis, and to receive _________ shares of Common Stock, equal to the value of such Warrant
as of the date hereof, pursuant to and in accordance with Section 2.2 thereof. Please issue the Common Stock in accordance with
the instructions given below.]


 


The
undersigned represents and warrants that (i) it is an “accredited investor” as defined in Regulation D under the Securities
Act, (ii) it is acquiring the Securities for its own account for investment purposes only and not with a view to, or for sale
in connection with, any subsequent distribution of the securities, and it has no present intention of selling or otherwise disposing
of the Securities in violation of the securities laws of the United States, and (iii) it is familiar with the proposed business,
management, financial condition and affairs of the Company, it has had both the opportunity to ask questions of and receive answers
from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the
offer made hereunder and has obtained, in its judgment, sufficient information from the Company to evaluate the merits and risks
of an investment in the Company. Capitalized terms have the meanings ascribed to them in the within Warrant.


 


	 	 
	 	Name
	 	 
	 	 
	 	Signature


 


		 	 
	Signature
    Guaranteed	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust
company or by a firm having membership on a registered national securities exchange.


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


(Print
in Block Letters)


 


	Name:	 
	 	 
	Address:	 






 




    	 	 	 



     


    

 


ASSIGNMENT
FORM


 


FOR
VALUE RECEIVED, ________________________________ does hereby sell, assign and transfer unto _________________________________
the right to purchase _______________ shares of Common Stock of Long Blockchain Corp. (“Company”) evidenced by the
within Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


	Dated:	 	 


 





	 	
	 	Name
	 	
	 	
	 	Signature


 


	 	 	 
	Signature
    Guaranteed	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust
company or by a firm having membership on a registered national securities exchange.