Exhibit 10.7


 


 





 


 


 


 


 


 


LONG ISLAND ICED TEA CORP.


 


 


 


Subscription Agreement


 


 


 


 




    


     


    

INSTRUCTIONS


 


 


IMPORTANT: PLEASE READ CAREFULLY BEFORE
SIGNING. SIGNIFICANT OBLIGATIONS AND REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.


 


 


Steps For All Investors


 


1.Fill in your name and amount of investment
on Page 3.


 


 


Additional Steps for Individual
Investors


 


1.Complete the requested information on Page
8.


2.Sign Page 10.


 


 


Additional Steps for Entity
Investors


 


1.Complete the requested information on Page
9.


2.Sign Page 10.


3.If applicable, complete the information on
Pages 11 and please sign as indicated thereon.


 


 


PLEASE DELIVER TWO EXECUTED COPIES OF
THE SUBSCRIPTION AGREEMENT TO:


 


Long Island Iced Tea Corp.


116 Charlotte Avenue


Hicksville, NY 11801


 


THE SUBSCRIPTION
PAYMENT MUST BE WIRED AS FOLLOWS:


 


Wire your funds to the following account,
maintained by Long Island Iced Tea Corp.:


 


	Bank Info: _______________
	Bank Address: _______________
	Routing No.: _______________
	Account Name: _______________
	Account No.: _______________ 
	 


When you wire your funds, please notify _______________
at _______________.


 


Any questions you may have concerning these
documents or the payment of your subscription amount should be directed to _______________ at _______________.


 




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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 units (each a “Unit,” and together the “Units”)
at a price of $4.00 per Unit on the terms contained in this Subscription Agreement. Each Unit consists of one share of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), and a three-year warrant to purchase one share of Common
Stock at an exercise price of $6.00 per share, subject to adjustment as described therein (each a “Warrant,” and together
the “Warrants”).


 


The above-named
Investor hereby agrees as follows:


1.Subscription
for Securities. Investor hereby subscribes for and agrees to purchase $_________ of Units of the Company at a purchase
price of $4.00 per Unit, subject to the terms and conditions set forth in this Subscription Agreement. The Common Stock and Warrants
comprising the Units will be issued separately. The Warrants issuable to Investor will be issued as a single warrant to purchase
the applicable number of shares of Common Stock on substantially the terms and in substantially the form of Exhibit A.


 


2.Offering
and Offering Period. The Units are being offered in a private placement in accordance with the terms set forth in this
Subscription Agreement. The Company’s officers, directors and affiliates shall be entitled to purchase Units 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 Units 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 Units 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 Units 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
Units becomes effective. If, prior to the final consummation of the offer and sale of the Units, 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 Units.


 


(a)The Company has
made available to Investor a copy of the Company’s Final Prospectus, dated May 1, 2015, the Company’s Quarterly Reports
on Form 10-Q for the fiscal quarters ended June 30, 2015 and September 30, 2015 and the Company’s Current Reports on Form
8-K dated May 27, 2015, June 17, 2015, June 30, 2015, July 27, 2015, July 31, 2015, September 30, 2015, October 1, 2015, November
23, 2015, December 10, 2015 and January 18, 2016, as well as the other filings made by the Company pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended, as of the execution date of this Subscription Agreement (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 Units.


 


(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 Units. 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 Units 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 Units and have obtained, in Investor’s judgment, sufficient
information to evaluate the merits and risks of an investment in the Units. 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 Units. Investor has been urged to seek independent advice from its professional
advisors relating to the suitability of an investment in the Units 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 Units 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 Units. The investment in the Units 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 Common Stock and Warrants 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 Common Stock and Warrants
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 Common Stock and Warrants 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 Units 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
Common Stock and Warrants 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 Units 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 Units 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 Units 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 Units until such
determination of suitability is made.


 


7.8.For Florida
Residents. The Units 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 Units 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.Registration
Rights. If the Company proposes to register any of its Common Stock, including the Registrable Securities (as defined below)
(other than in connection with registrations on Form S-4 or S-8 (or similar forms) promulgated by the SEC and any successor or
similar forms), and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback
Registration”), the Company shall give prompt written notice to the Holders of the Registrable Securities and the holders
of the Warrants exercisable for Registrable Securities (in any event within three Business Days after the filing of the registration
statement relating to the Piggyback Registration), and, shall include in such Piggyback Registration (and in all related registrations
or qualifications under blue sky laws and in any related underwritten offering) all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 10 days after delivery of the Company’s notice, subject
to the applicable rules and regulations of the U.S. Securities and Exchange Commission and to the Investor becoming party to any
underwriting agreement, and agreeing to the terms of any lock-up restrictions imposed by the underwriters, in connection with any
related underwritten offering. “Registrable Securities” means the shares of Common Stock issued as part of the Units
and the shares of Common Stock issuable upon exercise of the Warrants.


 



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9.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.


 


10.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.


 


11.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.


 


12.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.


 


13.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.


 


14.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: _______________


Facsimile: _______________


Email: _______________


 






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15.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.


 


16.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.


 


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


 


 


[QUESTIONNAIRES AND SIGNATURE PAGES FOLLOW]




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INDIVIDUAL and JOINT INVESTORS –
Complete All Information


Additional information may be requested


 


 


 





	Investor’s Name:  	  
	 	 	 	 
	Date of Birth: 	  	SSN/Tax ID: 	  	 
	 	 	 	 
	Co-Investor Name: 	 
	 	 	 	 
	Date of Birth:	  	SSN/Tax ID: 	  	 
	 	 	 	 
	Home Street Address: 	  
	 	 	 	 
	City:	 	State:	  	  	Zip Code:	  
	 	 	 	 
	Mailing Street Address: 	  
	 	 	 	 
	City:	  	State:	  	 	Zip Code:	  
	 	 	 	 
	Work Phone: 	  	Home Phone: 	  
	 	 	 	 
	E-Mail Address: 	  
	 	 	 	 







 


 


Do you believe you have sufficient knowledge
and experience in financial and business matters to evaluate the merits and risks of the Units?


 





	 ̈  Yes	 ̈  No







  


 




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ENTITY INFORMATION – Complete All
Information


 


 


 


 





	Entity  Name:  	  
	 	 	 	 
	Tax ID: 	  	State of Formation	 	 
	 	 	 	 
	Company Street Address: 	 
	 	 	 	 
	City:	  	State:	 	 	Zip Code:	 
	 	 	 	 
	Primary Contact:	  	Title: 	 
	 	 	 	 
	 	 	 	 
	Telephone Number:	  	Fax Number: 	  
	 	 	 	 
	E-Mail Address: 	  
	 	 	 	 


   


Do you believe you have sufficient knowledge
and experience in financial and business matters to evaluate the merits and risks of the Units?


 





	 ̈  Yes	 ̈  No





 


Have
you participated in other private placements?  ̈
Yes          ̈ No


 


Are
you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe?
 ̈ Yes          ̈
No


 


Investment
Objectives (Please select one):  ̈
Speculation      ̈ Growth
     ̈ Income      ̈
Capital Preservation


 


 


 





	Investor’s Information: Employer:
     	  
	 	 	 	 
	Title: 	  	Type of Business: 	  	  
	 	 	 	 
	Employer’s Address: 	 
	 	 	 	 
	Income: Expected: 2015:	 	Actual 2014:	  	  	Actual 2013:	  
	 	 	 	 
	Net Worth: 	 	Total Value of Investments: 	  	  
	 	 	 	 


 


 





	Co-Investor’s Information: Employer:
     	  
	 	 	 	 
	Title: 	  	Type of Business: 	  	  
	 	 	 	 
	Employer’s Address: 	  
	 	 	 	 
	Income: Expected: 2015:	  	Actual 2014:	  	  	Actual 2013:	 
	 	 	 	 
	Net Worth: 	 	Total Value of Investments: 	  	   
	 	 	 	 


 


 



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ALL MUST COMPLETE


 


Accredited
Investor Status*:


 


Please check one or more of the following definitions of
“accredited investor,” if any, which applies to you. If none of the following applies to you, you may not qualify to
take parting this offering.


 


	 ̈	A Bank as defined in Section 3(a)(2) of the Act, or any savings association or institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933, as amended (the “Act”).
	 ̈	Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
	 ̈	An insurance company as defined in Section 2(13) of the Act.
	 ̈	Investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act.
	 ̈	Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended.
	 ̈	Plan established and maintained by a state, or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
	 ̈	Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in the Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the plan has assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors.
	 ̈	A Private Business Development Company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
	 ̈	An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or Partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
	 ̈	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000. For purposes hereof, net worth shall be deemed to include all of your assets, liquid or illiquid (including such items as automobile and restricted securities), MINUS all of your liabilities, except as described below. In calculating net worth, you must exclude the estimated fair market value of your principal residence as an asset. Mortgage debt secured by the primary residence shall not be included as a liability so long as such mortgage debt does not exceed the estimated fair market value of the primary residence (except that if the amount of such indebtedness outstanding as of the date hereof exceeds the amount outstanding 60 days before the date hereof, other than as a result of the acquisition of the primary residence, the amount of such excess should be considered a liability and deducted from your net worth). However, the amount of mortgage debt secured by the residence in excess of the value of the primary residence should be considered a liability and deducted from your net worth.


 


 


 






* As defined in
Rule 501(a) of Regulation D of the Securities Act.


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	 ̈	
        A natural person who had an individual income in excess of $200,000
        in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years
        and has a reasonable expectation of reaching the same income level in the current year.

         

        For purposes hereof the term “income” is not limited
        to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items
        of income which are deducted in computing “adjusted gross income.” For investors who are salaried employees, the gross
        salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary,
        plus any income from any other source including unearned income, is a fair measure of “income” for purposes hereof.
        For investors who are self-employed, “income” is generally construed to mean total revenues received during the calendar
        year minus significant expenses incurred in connection with earning such revenues.

         

	 ̈	A trust, with assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2) (ii) of Regulation D of the Act.
	 ̈	Any entity in which all of the equity owners are Accredited Investors.
	 ̈	A director or officer of the Company.


 






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SIGNATURE PAGE


 


 


I/We am(are) affirming that all the information contained herein
is true and correct to the best of my/our knowledge and belief, including the attached schedule. If I am signing on behalf of an
entity or trust I represent I have the authority to make investment decisions for the entity. I also understand that a background/credit
check maybe conducted for the purposes of detecting and deterring money laundering.


 


 





	 	 	 	 	 
	 	 	 	 	 
	Signature	 	 	Date	 



  





	 	 	 	 	 
	Print Name	 	 	 	 


 





	 	 	 	 	 
	Title (if applicable)	 	 	 	 


 


 


 








	 	 	 	 	 
	 	 	 	 	 
	Signature	 	 	Date	 



  





	 	 	 	 	 
	Print Name	 	 	 	 


 





	 	 	 	 	 
	Title (if applicable)	 	 	 	 


 


 



 


 


The foregoing subscription is accepted and the Company hereby
agrees to be bound by its terms.


 


LONG ISLAND ICED TEA
CORP.


 


 








	 	 	 	 	 
	 	 	 	 	 
	Name	 	 	Title	 



  





	 	 	 	 	 
	Date	 	 	 	 


 






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Additional Information


 


 


Trusts (Complete for all Trustees and Person who have Contributed
Assets):


 


 


 





	 	 	 	 	 
	Name	 	 	 	 


 


Please check the appropriate box:


 


 ̈
Trustee           ̈ Contributed
Assets


 


 


 





	 	 	 	 	 
	Name	 	 	 	 




 


Please check the appropriate box:


 


 ̈
Trustee           ̈ Contributed
Assets


  


 


 





	 	 	 	 	 
	Name	 	 	 	 





 


Please check the appropriate box:


 


 ̈
Trustee           ̈ Contributed
Assets

 


 






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