Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights Agreement (the “Agreement”), dated as of December 3, 2015, is entered into by and among Long Island
Brand Beverages LLC, a New York limited liability company (“Borrower”), Long Island Iced Tea Corp., a
Delaware corporation (“Parent”), and Brentwood LIIT Inc., a Delaware corporation (the “Lender”).


 


RECITALS


 


WHEREAS,
pursuant to the Credit and Security Agreement (the “Credit Agreement”), dated as of November 23, 2015,
by and among the Borrower, the Parent and the Lender, the Borrower is providing Lender with a secured convertible promissory note
(the “Note”) in the original principal amount of up to One Million Dollars ($1,000,000), subject to increase
as provided herein up to a maximum principal amount of Five Million Dollars ($5,000,000), which outstanding principal amount,
all accrued and unpaid interest thereon, and any other sums due and payable thereunder or under the
Credit Agreement, is convertible into shares of common stock, $0.0001 par value per share, of the Parent (the “Common
Stock”), at a price equal to $4.00 per share (the “Conversion Shares”) at any time and
from time to time while the Note is outstanding;


 


WHEREAS, pursuant
to the Credit Agreement, as additional consideration for entering into the Credit Agreement with the Borrower, the Parent is issuing
the Lender a warrant (the “Warrant”) to purchase 1,111,111 shares of Common Stock at an exercise price
of $4.50 per share (the “Warrant Shares”); and


 


WHEREAS, one
of the conditions precedent to the consummation of the transactions contemplated by the Credit Agreement is the execution and delivery
of this Agreement to provide for registration rights to the Lender and its permitted designees for the Conversion Shares into which
the Note is convertible and the Warrant Shares for which the Warrant is exercisable as set forth herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1. Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Affiliate”
means with respect to any Person, any Person that directly or indirectly controls or is controlled by or is under common control
with, such Person.


 


“Agreement”
shall have the meaning ascribed to such term in the Preamble.


 


“Blue
Sky Application” shall have the meaning ascribed to such term in Section 5(a) hereof.


 




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“Credit
Agreement” shall have the meaning ascribed to such term in the Recitals. 


 


“Commission”
means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities
Act and the Exchange Act.


 


“Common Stock”
shall have the meaning ascribed to such term in the Recitals.


 


“Conversion
Shares” shall have the meaning ascribed to such term in the Recitals.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations
promulgated thereunder, all as the same shall be in effect from time to time.


 


“Form
S-1 or Form S-3” means Forms S-1 and S-3, as the case may be, each as promulgated under the Securities
Act and as in effect on the date hereof or any successor forms promulgated under the Securities Act or adopted by the Commission.


 


“Lender”
shall have the meaning ascribed to such term in the Preamble. For the purposes of this Agreement, any rights and obligations of
the Lender shall inure to any of the designees or assigns of the Lender.


 


“Losses”
shall have the meaning ascribed to such term in Section 5(a) hereof.


 


“Maximum
Number of Shares” shall have the meaning ascribed to such term in Section 2(c) hereof.


 


“Other
Stockholders” shall have the meaning ascribed to such term in Section 2(b) hereof.


 


“Note”
shall have the meaning ascribed to such term in the Recitals.


 


“Parent”
shall have the meaning ascribed to such term in the Preamble.


 


“Parent
Indemnified Person” shall have the meaning ascribed to such term in Section 5(a) hereof.


 


“Parent Offering”
shall have the meaning ascribed to such term in Section 2(a).


 


“Persons”
means an individual, corporation, limited liability company, partnership, joint venture, trust, or unincorporated organization,
or a government or any agency or political subdivision thereof.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 




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“Registration
Expenses” shall have the meaning ascribed to such term in Section 7(a) hereof.


 


“Registrable
Shares” shall mean (a) the Conversion Shares, (b) the Warrant (including any Warrant Shares), and (c) any other equity
security of the Parent issued or issuable with respect to any such Conversion Shares, the Warrant or Warrant Shares to the Lender
by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Shares, such securities shall cease to be Registrable
Shares when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold or disposed of in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall
have been delivered by the Parent and subsequent public distribution of such securities shall permanently not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant Rule 144 promulgated under the Securities Act (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities transaction.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Shares pursuant to the provisions of
this Agreement, including the prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Rule
144” means Rule 144 promulgated under the Securities Act or any successor rule.


 


“Rule
145” means Rule 145 promulgated under the Securities Act or any successor rule.


 


“Rule
415” means Rule 415 promulgated by the Securities Act or any similar or successor rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations
promulgated thereunder, all as the same shall be in effect from time to time.


 


“Securities
Registration” shall have the meaning ascribed to such term in Section 5(a) hereof.


 


“Seller
Indemnified Person” shall have the meaning ascribed to such term in Section 5(b) hereof.


 


“Selling
Expenses” shall have the meaning ascribed to such term in Section 7(a) hereof.


 




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“Stockholder Offering”
shall have the meaning ascribed to such term in Section 2(a).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Shares as principal in an Underwritten Offering and not as part of
such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Parent are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Warrant”
shall have the meaning ascribed to such term in the Recitals. 


 


“Warrant
Shares” shall have the meaning ascribed to such term in the Recitals.


 


Section 2.
“Piggy-Back” Registrations.


 


(a)          If,
at any time, and each time, the Parent determines to register under the Securities Act with respect to an offering of its equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into its equity securities, whether
for its own account (a “Parent Offering”) or for the account of other security holders (a “Stockholder
Offering”), or both (other than a Registration Statement (i) relating either to the sale of securities to employees
of the Parent pursuant to a stock option, stock purchase, equity incentive or similar plan on Form S-8, (ii) a merger acquisition
or other transaction whereby the Parent files a Form S-4 or (iii) for a dividend reinvestment plan), then the Parent will, following
the engagement of counsel to the Parent to prepare the documents to be used in connection with such Registration Statement, as
soon as practicable before the anticipated initial filing date of such Registration Statement, give written notice to all holders
of Registrable Shares of its intention so to do, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if
any, in such offering, and (B) offer to all of the holders of Registrable Shares the opportunity to register the sale of such number
of Registrable Shares as such holders may request in writing within five (5) business days after receipt of such written notice
(such Registration a “Piggyback Registration”). Upon the written request of any such holder to register
any or all of its Registrable Shares, the Parent shall as soon thereafter as practicable, subject to Section 2(c) below, include
the Registrable Shares as to which registration shall have been so requested in the Registration Statement proposed to be filed
or filed by the Parent, all to the extent required to permit the sale or other disposition by the holder of such Registrable Shares
so registered, in accordance with the plan of distribution set forth in such Registration Statement and
shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the
Registrable Shares requested by the Lender pursuant to this Section 2 to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Parent included in such Registration and to permit the sale or other disposition
of such Registrable Shares in accordance with the intended method(s) of distribution thereof; provided, that the number
of Registrable Shares to be included in the registration shall be no greater than the amount permitted by United States federal
law, state law or other law or Commission rule or policy. If United States federal law, state law or other law or Commission rule
or policy requires a limitation of the number of Registrable Shares to be registered under this Section 2 pursuant to any particular
Registration Statement, then Registrable Shares shall be excluded in such manner that the securities to be sold shall be allocated
among the selling holders pro rata based on their ownership of Registrable Shares.


 




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(b)          If
the Registration of which the Parent gives notice as provided above is for a registered public offering involving an underwriting,
the Parent shall so advise the holders of Registrable Shares as a part of the written notice given referred to in paragraph (a)
above. In such event the right of any holder of Registrable Shares to Registration pursuant to this Section 2 shall be conditioned
upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Shares proposing
to distribute their securities through such underwriting shall (together with the shares of Common Stock to be registered by the
Parent and shares of Common Stock held by Persons who by virtue of agreements with the Parent are entitled to include shares in
such Registration (the “Other Stockholders”)), if so requested by the Underwriter, enter into lockup
agreements no more restrictive than the principals of Parent or other holders whose shares are included in the Registration Statement,
each in customary form, with the Underwriter or Underwriters selected for underwriting by the Parent and enter into other customary
agreements (such as powers of attorney and custody agreements). If any holder of Registrable Shares disapproves of the terms of
any such underwriting, it may elect to withdraw therefrom by written notice to the Parent and the managing Underwriter; provided,
however, that such withdrawal must be made prior to the pricing of such Underwritten Offering. Any Registrable Shares or
other securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. No person may participate
in any Underwritten Offering for equity securities of the Parent pursuant to a Registration initiated by the Parent hereunder unless
such person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by
the Parent and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


(c)          Notwithstanding
any other provision of this Section 2, if, in connection with any Underwritten Offering, the Underwriter determines that the number
of Registrable Shares requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable,
the “Maximum Number of Shares”) , then the Parent shall include in such Underwritten Offering:


 


1)              If the
registration is undertaken for the Parent’s account: (A) first, the shares of Common Stock or other securities that the Parent
desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the Registrable Shares as to which registration has been requested
pursuant to this Agreement that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the
Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
for the account of other persons that the Parent is obligated to register pursuant to written contractual piggy-back registration
rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 




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b)              If the
registration is a “demand” registration undertaken at the demand of persons other than the Lender, (A) first, the shares
of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number
of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the
shares of Common Stock or other securities that the Parent desires to sell that can be sold without exceeding the Maximum Number
of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), the Registrable Shares, as to which registration has been requested pursuant to the terms hereof that can be sold without
exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the
Parent is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.


 


The Parent shall so
advise in writing all holders of securities requesting registration of any limitations on the number of shares to be underwritten
and the number of shares of securities that are entitled to be included in the registration and the Parent shall be obligated to
include in such Registration Statement only such limited portion (which may be none) of the Registrable Shares as the managing
Underwriter determines in good faith. If the Parent excludes any Registrable Shares from Registration, in the manner set forth
in this Section 2(c), then the holders of Registrable Shares shall have the right to require the Parent to register all or part
of such holders’ remaining Registrable Shares by filing with the SEC a Registration Statement within ninety (90) days of
the date the Registration Statement filed in connection with such Underwritten Offering was declared effective by the SEC.


 


(d) The holders whose underlying Registrable
Shares are included or required to be included in such Registration Statement shall be granted the same rights, benefits, liquidated
or other damages and indemnification granted to other holders of securities included in such Registration Statement.


 


(e) If at any time after giving written
notice of its intention to register any Registrable Shares to holders of Registrable Shares and prior to the effective date of
the Registration Statement filed in connection with such registration, the Parent shall determine for any reason not to register
or to delay registration of the other securities for which the Registration Statement is being filed, the Parent shall, give written
notice of such determination to each holder of Registrable Shares that has notified the Parent of participation in the Piggyback
Registration and, thereupon, (i) in the case of such determination not to register, the Parent shall be relieved of its obligation
to register any Registrable Shares in connection with such Registration (but not from its obligation to pay the Registration Expenses
incurred in connection therewith), without prejudice and (ii) in the case of a determination to delay such registration, the Parent
shall be permitted to delay the registration of such Registrable Shares; provided, however, that if such delay shall
extend beyond ninety (90) days from the date the Parent received a notice from such holder to include Registrable Shares in such
Piggyback Registration, then the Parent shall again give holders the opportunity to participate therein and shall follow the notification
procedures set forth in paragraph (a) of this Section 2.


 




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Section 3. Expiration
or Waiver of Obligations. The obligations of the Parent to register Registrable Shares pursuant to Section 2 of this Agreement
and to keep any Registration Statement effective shall expire when no Registrable Shares are outstanding or no shares under the
Registration Statement are held by the Lender. The obligations of the Parent under this Agreement may be waived by any holder
of any of the Registrable Shares entitled to registration rights hereunder.


 


Section 4. Effectiveness of Registration
Statements. The Parent will use its commercially reasonable efforts to maintain the effectiveness of any Registration Statement
pursuant to which any of the Registrable Shares are being offered for the period set forth in Section 6(b); provided, however
that such period shall expire as set forth in Section 3.


 


Section 5. Indemnification;
Procedures; Contribution.


 


(a)          In
the event that the Parent registers any of the Registrable Shares under the Securities Act in accordance with this Agreement, the
Parent will, to the extent permitted by law, indemnify and hold harmless each holder of the Registrable Shares and each Underwriter
of the Registrable Shares (including their officers, directors, affiliates and partners) so registered (including any broker or
dealer through whom such shares may be sold) and each Person, if any, who controls such holder or any such Underwriter within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (each a “Parent Indemnified Person”)
from and against any and all losses, claims, damages, expenses or liabilities, joint or several (collectively, “Losses”),
to which they or any of them become subject under the Securities Act or under any other statute or at common law or otherwise,
and, except as hereinafter provided, will reimburse each such Parent Indemnified Person, if any, for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in
any liability, solely insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement
or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Shares were
registered under the Securities Act pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein,
or any free writing prospectus related thereto, or any amendment or supplement thereof, any filing with any state or federal securities
commission or agency or any other prospectus, offering circular or other document incident to such registration (any such application,
document or information herein called a (“Securities Registration”), or based on any omission or alleged
omission in any Securities Registration to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading, (ii) any blue sky application or other
document executed by the Parent specifically for that purpose or based upon written information furnished by the Parent filed in
any state or other jurisdiction in order to qualify any or all of the Registrable Shares under the securities laws thereof (any
such application, document or information herein called a (“Blue Sky Application”), (iii) any omission
or alleged omission to state in any such Securities Registration or in any Blue Sky Application executed or filed by the Parent,
a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) any violation by
the Parent or its agents of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the
Parent or its agents and relating to action or inaction required of the Parent in connection with such Securities Registration,
or (v) any failure to register or qualify the Registrable Shares in any state where the Parent or its agents has affirmatively
undertaken or agreed in writing that the Parent (the undertaking of any Underwriter chosen by the Parent being attributed to the
Parent) will undertake such registration or qualification (provided, that in such instance the Parent shall not be so liable
if it has used its commercially reasonable efforts to so register or qualify the Registrable Shares) and will reimburse each Parent
Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any
such Loss (or actions in respect thereof), promptly after being so incurred; provided, however, that the Parent will
not be liable in any such case (i) through (v) above and will not be required to reimburse any such expenses to a Parent Indemnified
Person if and to the extent that any such Loss arises out of or is based exclusively upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in reliance upon and in conformity with written information furnished by that
Parent Indemnified Person in writing specifically for use in such Securities Registration or Blue Sky Application.


 




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(b)          In
the event of a registration of any of the Registrable Shares under the Securities Act in accordance with this Agreement, each holder
of such Registrable Shares thereunder, severally and not jointly, will indemnify and hold harmless the Parent, each Person, if
any, who controls the Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer
of the Parent who signs the Registration Statement, each director of the Parent, each other holder of Registrable Shares, each
Underwriter and any broker or dealer through whom such shares may be sold and each Person who controls such Underwriter or broker
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Seller Indemnified
Person”), against all Losses, to which a Seller Indemnified Person may become subject under the Securities Act or
under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each such Seller Indemnified
Person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or
defending any actions whether or not resulting in any liability, promptly after being so incurred, solely insofar as such Losses
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Securities Registration or any Blue Sky Application or omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, provided, however,
that such holder will be liable hereunder in any such case if and only to the extent that any such Loss arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with
information pertaining to such holder, as such, furnished in writing to the Parent by such holder specifically for use in such
Securities Registration or any Blue Sky Application; and provided, further, that the liability of each holder hereunder
shall be limited to the proportion of any such Loss which is equal to the proportion that the public offering price of all securities
sold by such holder under such Registration Statement bears to the total public offering price of all securities sold thereunder,
but not in any event to exceed the net proceeds (net of the cost of the Registrable Shares sold and all expenses paid by such holder
and not reimbursed by the Parent and the amount of any damages that such holder has otherwise been required to pay by reason of
such untrue statement or omission) received by such holder from the sale of Registrable Shares covered by such Registration Statement.


 




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(c)          Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified
party other than under this Section 5 and shall only relieve it from any liability which it may have to such indemnified party
under this Section 5 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel
reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under
this Section 5 for any reasonable legal expenses subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however,
that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or that the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel reasonably satisfactory
to the indemnifying party and to assume such legal defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred. No indemnifying party, in the defense of any such claim or action, shall, except with the consent
of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or action, and the indemnification agreements contained in Sections 5(a) and 5(b) shall not apply to any settlement entered
into in violation of this sentence. Each indemnified party shall furnish such information regarding itself or the claim in question
as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such
claim and litigation resulting therefrom.


 




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(d)          If
the indemnification provided for in Section 5(a) or 5(b) from the indemnifying party for any reason is unavailable to (other than
by reason of exceptions provided therein), or is insufficient to hold harmless, an indemnified party hereunder in respect of any
claim for indemnification, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such claim in such proportion as is appropriate to reflect the
relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the
actions that resulted in such claim, as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made
by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such action. If, however, the foregoing allocation is not
permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying
party and the indemnified party as well as any other relevant equitable considerations.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by a party as a result of any claim referred to in the immediately preceding paragraph
shall be deemed to include, any reasonable legal or other fees, costs or expenses reasonably incurred by such party in connection
with any investigation or proceeding. Notwithstanding anything in this Section 5(d) to the contrary, no indemnifying party (other
than the Parent) shall be required pursuant to this Section 5(d) to contribute any amount in excess of the net proceeds (net of
the cost of the Registrable Shares sold and all expenses paid by such holder and not reimbursed by the Parent and the amount of
any damages that such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such
indemnifying party from the sale of the Registrable Shares pursuant to the Registration Statement giving rise to such claims, less
all amounts previously paid by such indemnifying party with respect to such claims. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.


 


(e)          Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement as it relates to the Underwriter shall control.


  


(f)           The
provisions of this Section 5 shall be in addition to any other rights to indemnification or contribution which an indemnified party
may have pursuant to law, equity, contract or otherwise.


 


Section 6. Registration
Procedures.


 


(a)          If
and whenever the Parent is required by the provisions of this Agreement to effect the registration of any Registrable Shares under
the Securities Act, the Parent will, as expeditiously as possible:


 




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(i)          Subject
to time periods contained herein, in the case of a Registration Statement under Section 2, prepare and file with the Commission
a Registration Statement on Form S-1 or Form S-3 with respect to such securities including executing an undertaking to file post-effective
amendments and use its commercially reasonable efforts to cause such Registration Statement to become and remain effective for
the period of the distribution contemplated thereby in accordance with the provisions contained herein;


 


(ii)         Prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for the period specified herein and comply with the
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Shares covered by such
Registration Statement;


 


(iii)        Prior
to filing any Registration Statement described in this Agreement, furnish to each holder of Registrable Shares upon request, within
a reasonable time prior to such filing, copies of the Registration Statement and any amendments or supplements thereto and any
prospectus forming a part thereof, which documents shall be subject to the review of counsel representing each holder, and use
all commercially reasonable efforts to reflect in each such document when so filed with the Commission such comments as counsel
representing each holder shall reasonably propose;


 


(iv)        Furnish
to each seller of Registrable Shares and to each Underwriter, if applicable, such number of copies of the Registration Statement
and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including
each preliminary prospectus) as such Persons reasonably may request in order to facilitate the public sale or other disposition
of the Registrable Shares covered by such Registration Statement;


 


(v)         If
the offering is underwritten, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the lead or managing Underwriter(s) of such offering.


 


(vi)        Provide
a transfer agent, registrar and a CUSIP number for all Registrable Shares registered pursuant hereto, in each case not later than
the date of the final prospectus for such registration.


 


(vii)       Use
its reasonable commercial efforts to register and qualify the Registrable Shares covered by such Registration Statement under the
securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Shares or, in the case of an underwritten
public offering, the managing Underwriter reasonably shall request; provided, however, that the Parent shall not
for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it
is not so qualified or to consent to general service of process in any such jurisdiction, unless the Parent is already subject
to service in such jurisdiction;


 


(viii)      Use
its reasonable commercial efforts to list the Registrable Shares covered by such Registration Statement with any securities exchange
or quotation system on which the Common Stock is then listed, quoted or traded;


 




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(ix)         File
any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed with the
Commission in accordance with the Securities Act;


 


(x)          Notify
each holder of Registrable Shares, promptly after receiving notice thereof, of the time when the Registration Statement becomes
effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;


 


(xi)         Comply
with all applicable rules and regulations under the Securities Act and Exchange Act;


 


(xii)        Immediately
notify each holder of Registrable Shares and each Underwriter under such Registration Statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Parent has knowledge
as a result of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly prepare and furnish to such seller a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Shares, such
prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing;


 


(xiii)       Advise
each holder of Registrable Shares after the Parent shall receive notice or otherwise obtain knowledge of the issuance of any order
by the Commission preventing or suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation
or threatening of any proceeding for that purpose and promptly use all commercially reasonable efforts to prevent the issuance,
or to obtain its withdrawal at the earliest possible moment, of any stop order with respect to the applicable Registration Statement
or other order suspending the use of any preliminary or final prospectus;


 


(xiv)      If
the offering is underwritten and at the request of any seller of Registrable Shares, furnish on the date that Registrable Shares
are delivered to the Underwriters for sale pursuant to such registration and to the extent reasonably available (A) an opinion
dated such date of counsel representing the Parent, and (B) a letter dated such date from the independent public accountants retained
by the Parent or the holders of Registrable Shares, and each of the opinion and the letter shall be reasonably satisfactory to
the majority-in-interest of the holders participating in the Piggyback Registration and shall be in customary form and covering
substantially the same matters with respect to such Registration Statement and as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to the Underwriters in an underwritten offerings of securities;


 




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(xv)        Upon
reasonable notice and at reasonable times during normal business hours and without undue interference of the Parent’s business
or operations, make available for inspection by each seller of Registrable Shares, any Underwriter participating in any distribution
pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or Underwriter, reasonable
access to all financial and other records, pertinent corporate documents and properties of the Parent, as such parties may reasonably
request, and cause the Parent’s officers, directors and employees to supply all information reasonably requested by any such
seller, Underwriter, attorney, accountant or agent in connection with such Registration Statement; provided that the Parent
need not disclose any such information to any such seller or its representative unless and until such person has entered into a
confidentiality agreement with the Parent;


 


(xvi)      Cooperate
with the selling holders of Registrable Shares and the managing Underwriter, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Shares to be sold, such certificates to be in such denominations and registered in such
names as such holders or the managing Underwriter may request;


 


(xvii)      Make
generally available to its security holders an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Parent’s
fiscal quarter next following the effective date of a Registration Statement filed hereunder; and


 


(xviii)    Use
its commercially reasonable efforts to make available the executive officers of the Parent to participate with the holders and
any Underwriters in “road shows” or other selling efforts that may be reasonably requested by the holders in connection
with the methods of distributed for the Registrable Shares.


 


(b)          For
purposes of this Agreement, the period of distribution of Registrable Shares in a firm commitment underwritten public offering
shall be deemed to extend until each Underwriter has completed the distribution of all securities purchased by it, and the period
of distribution of Registrable Shares in any other registration shall be deemed to extend until the earlier of the sale of all
Registrable Shares covered thereby or one hundred eighty (180) calendar days after the latter of (i) the date of exercise of the
entire Warrant or (ii) the date of the conversion of the entire Note.


 


(c)          Whenever
under the preceding Sections of this Agreement the holders of Registrable Shares are registering such shares pursuant to any Registration
Statement, each such holder agrees to: (i) timely provide in writing to the Parent, at its request, such information and materials
as the Parent may reasonably request in order to facilitate preparation of the Registration Statement and effect the registration
of such Registrable Shares in compliance with federal and applicable state securities laws, provided, that, at least ten
(10) business days prior to the first anticipated filing date of any Registration Statement or shorter period as may be agreed
by such holder, the Parent notifies such holder of the information the Parent requires from such holder; or (ii) provide the Parent
with appropriate representations with respect to the accuracy of such information provided by such seller pursuant to subsection
(i). The provisions of such information shall be a condition to the Parent’s obligations to register the Registrable Shares.


 




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(d)          If
for any reason the Commission does not permit all of the Registrable Shares to be included in a Registration Statement filed pursuant
to this Agreement or if not permitted by law or Commission policy or position as determined by the Parent in its reasonable discretion
or for any other reason any Registrable Shares are not permitted by the Commission to be included in a Registration Statement filed
under this Agreement, the Parent may reduce, on a pro rata basis, the total number of Registrable Shares to be registered on behalf
of the Lender, but must register such Registrable Shares within ninety (90) days as provided in Section 2(c),subject to any other
shares which may be registered under such Registration Statement being reduced only after the reduction of the Registrable Shares.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, in the event the Commission determines or the Parent determines in accordance
with Commission policy or practice any Registration Statement filed pursuant to this Agreement (i) constitutes a primary offering
of securities by the Parent or (ii) requires holders of Registrable Shares to be named as an Underwriter and such party does not
consent to being so named as an Underwriter in such Registration Statement, the Parent may reduce the total number of Registrable
Shares of such party to be registered, and the failure to include such Registrable Shares in any Registration Statement shall not
cause the Parent to be in violation of this Agreement or be required to pay any penalty, financial or otherwise.


 


Section 7. Registration
and Selling Expenses.


 


(a)          All
expenses incurred by the Parent in complying with Section 2 hereof, including, without limitation, all registration and filing
fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Parent, fees
and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky”
laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.”
The Parent will pay all Registration Expenses in connection with the Registration Statement under Section 2. The Parent shall have
no obligation to pay or otherwise bear: (i) the cost and expenses of procuring Underwriters’ insurance in connection with
the sale of Registrable Shares by holders of Registrable Shares, or (ii) any portion of the Underwriters’ or any broker/
dealers’ commissions or discounts attributable to the Registrable Shares being offered and sold by the holders of Registrable
Shares (collectively, the “Selling Expenses”). All Selling Expenses in connection with each Registration
Statement under Section 2 shall be borne by the participating sellers (including the Parent, where applicable) in proportion to
the number of shares registered by each, or by such participating sellers other than the Parent (to the extent the Parent shall
be a seller) as they may agree. Parent shall also pay the reasonable legal fees of one counsel for the holders of Registrable Shares
to review the Registration Statement.


 


Section 8. Conditions
to Registration Obligations. The Parent shall not be obligated to effect the registration of Registrable Shares pursuant
to Section 2 for a holder of Registerable Shares unless such holder consents to the reasonable conditions imposed by the Parent
set forth below:


 


(a)          conditions
requiring such holder to comply with all prospectus delivery requirements of the Securities Act and with all anti-stabilization,
anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules issued thereunder by the Commission, and
to furnish to the Parent information about sales made in such public offering;


 




    	 	14 	 



     


    

 


(b)          conditions
prohibiting such holder upon receipt of telegraphic or written notice from the Parent (until further notice) from effecting sales
of shares, such notice being given to permit the Parent to correct or update a Registration Statement or prospectus;


 


(c)          conditions
requiring that at the end of the period during which the Parent is obligated to keep the Registration Statement effective under
Section 4, such holder of shares included in the Registration Statement shall discontinue sales of shares pursuant to such Registration
Statement upon receipt of notice form the Parent of its intention to remove from registration the shares covered by such Registration
Statement that remain unsold, and requiring such holders to notify the Parent of the number of shares registered that remain unsold
immediately upon receipt of notice from the Parent;


 


(d)          conditions
requiring such holder of Registrable Shares to enter into an underwriting agreement in form and substance reasonably satisfactory
to the Parent and the holders of Registrable Shares; and


 


(e)          conditions
requiring such holder of Registrable Shares to, if requested by any Underwriter, to enter into a lock-up agreement in form and
substance reasonably satisfactory to the Underwriter in connection with any underwritten offering of securities by the Parent for
the Parent’s own account.


 


Section 9. Transferability
of Registration Rights. For the purposes of this Agreement, the holder of Registrable Shares shall include not only the
Lender but any of Lender’s Affiliates and transferees; provided, however, that each such assignee or transferee
agrees in writing to be bound by all of the provisions of this Agreement.


 


Section 10. Reporting Obligations.
As long as any holder shall own Registrable Shares, the Parent, at all times while it shall be reporting under the Exchange Act,
covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish
the holders of Registrable Shares with true and complete copies of all such filings. The Parent further covenants that it shall
take such further action as any holder of Registrable Shares may reasonably request, all to the extent required from time to time
to enable such holders of Registrable Shares to sell shares of the Common Stock held by such holders without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any legal opinions. Upon the
request of any holder of Registrable Shares, the Parent shall deliver to such holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 




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Section 11. Miscellaneous.


 


(a)          The
parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or
other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable
harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies
existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or
equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions
of this Agreement.


 


(b)          No failure
or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.


 


(c)          Except
as hereinafter provided, amendments or additions to this Agreement may be made, compliance with any covenant or provision set forth
herein may be omitted or waived, and this Agreement may be terminated, if the Parent or Borrower shall obtain consent thereto in
writing from the Lender (unless it does not beneficially own any Registrable Shares) and, if it is not the beneficial owner of
any of the Registrable Shares, the consent of such other beneficial owners as would aggregate at least 51% in interest of the Registrable
Shares. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given.


 


(d)          All
notices or other communications that are required or permitted hereunder shall be in writing and sufficient if delivered personally,
sent by sent by registered or certified mail, return receipt requested, postage prepaid, or sent by a nationally-recognized overnight
courier or by electronic mail, with a copy thereof to be delivered by nationally-recognized overnight courier (as aforesaid) within
24 hours of such electronic mail, or by facsimile, with confirmation as provided above addressed as follows:


 


If to the Parent or Borrower:


 


Long Island Brand Beverages LLC


116 Charlotte Avenue


Hicksville, NY 11801


Attention:


Phone: (855) 542-2832


 


With a copy to (which shall not constitute
notice):


 


Graubard Miller


405 Lexington Avenue


New York, NY 10174


Attention: David Alan
Miller / Jeffrey M. Gallant


Phone: 212-818-8800


Facsimile: 212-818-8881


 




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If to the Lender:


 


Brentwood LIIT Inc.


Level 2 Suite 9


20 Augustus Terrace,


Parnell, Auckland


New Zealand


Attention: Kerry Finnigan


 


With a copy to (which
shall not constitute notice):


 


Ellenoff Grossman
& Schole LLP


1345 Avenue of the
Americas


New York, NY 10105


Attention: Douglas
Ellenoff


Phone: 212-370-1300


Facsimile: 212-370-7889


 


or to such other address as the party to
whom notice is to be given may have furnished to the other party in writing in accordance herewith. All such notices or communications
shall be deemed to be received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of nationally-recognized
overnight courier, on the third business day after the date when sent, in the case of registered or certified mail five (5) days
after the date it is mailed and (iii) in the case of facsimile transmission or electronic mail, upon confirmed receipt.


 


(e)          This
Agreement shall be binding upon and inure to the benefit of the Parent and the Lender and their respective heirs, successors and
assigns, except that the Parent shall not have the right to delegate its obligations hereunder or to assign its rights hereunder
or any interest herein without the prior written consent of the holders of at least a majority in interest of the Registrable Shares,
which shall include the Lender as long as it owns any Registrable Shares. This Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


(f)           This
Agreement constitute the entire agreement between the parties and supersedes any prior understandings or agreements concerning
the subject matter hereof.


 


(g)          The
provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any
one or more of the provisions or part of a provision contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or
part of a provision of this Agreement; but this Agreement, shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of a provision, had never been contained herein, and such provisions or part reformed so that it would be valid,
legal and enforceable to the maximum extent possible.


 




    	 	17 	 



     


    

 


(h)          In
the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision,
or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and
effect.


 


(i)           The
parties hereto acknowledge and agree that (i) each party and its counsel, if so represented, reviewed and negotiated the terms
and provisions of this Agreement and have contributed to its revision and (ii) the rule of construction to the effect that any
ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement.


 


(j)       
   This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State
of New York. Each of Parent and Borrower agrees that any action or proceeding against it hereunder may be commenced in state or
federal court in any county in the State of New York, and each of Parent and Borrower waives personal service of process and agrees
that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal
jurisdiction if served by registered or certified mail in accordance with the notice provisions set forth herein.


 


(k)          EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. EACH OF THE PARTIES HERETO
ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE OTHER PARTY. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE
TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY FURTHER ACKNOWLEDGES AND AGREES
THAT EACH HAS REVIEWED OR HAD THE OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(l)           Article, section
and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose.


 




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(m)         This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument,
and any of the parties hereto may execute this Agreement by signing any such counterparts.


 


(n)          From
and after the date of this Agreement, upon the request of the Lender or the Parent, the Parent and the Lender, as applicable, shall
execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement.


 


(o)          This Agreement
shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all
of the Registrable Shares have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred
to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B) the holders of all Registrable Shares are permitted to
sell the Registrable Shares under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount
of securities sold or the manner of sale and such Registrable Shares have been sold. The provisions of Section 5 and Section 10
shall survive any termination of this Agreement.


 




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IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	PARENT:
	 	 
	 	LONG ISLAND ICED TEA CORP.
	 	 	 
	 	By:	/s/ Philip Thomas
	 	 	Name: Philip Thomas
	 	 	Title:   CEO


 


	 	BORROWER:
	 	 
	 	LONG ISLAND BRAND BEVERAGES LLC
	 	 	 
	 	By:	/s/ Philip Thomas
	 	 	Name: Philip Thomas
	 	 	Title:   CEO


 


	 	LENDER:
	 	 
	 	BRENTWOOD LIIT INC.
	 	 	 
	 	By:	/s/ Kerry Finnigan
	 	 	Name: Kerry Finnigan
	 	 	Title:   Director


 




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