Item 1.02 Termination of a Material Definitive Agreement.
Long Blockchain Corp. (the "Company") previously announced that it had entered
into a sale and purchase agreement (the "Agreement") with the shareholders
("Shareholders") of Hashcove Limited ("Hashcove"), pursuant to which the Company
would purchase the entire issued share capital of Hashcove in exchange for
issuing shares of the Company's common stock to the Shareholders. The Agreement
also provided that Kunal Nandwani, Hashcove's Chief Executive Officer, would
become an executive officer and director of the Company.
On September 14, 2018, the Company and the Shareholders entered into a letter
agreement pursuant to which the parties mutually terminated the Agreement
effective as of September 14, 2018. The Company and Shareholders agreed to
release each other from certain claims and liabilities arising out of or
relating to the Agreement or the transactions contemplated therein or thereby.
Each party also agreed to bear its own costs, fees, and expenses in connection
with the Agreement, the transactions contemplated thereby, and the termination
thereof. Confidentiality obligations of both the Company and the Shareholders
survive termination of the Agreement.
The foregoing description of the Agreement does not purport to be complete and
is subject to and qualified in its entirety by reference to the full text of the
Agreement, which was filed as an exhibit to the Company's Current Report on Form
8-K filed on March 20, 2018, and which is incorporated herein by reference.
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