REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2015 • Cullen Agricultural Holding Corp • Dairy products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2015, by and among Long Island Iced Tea Corp., a Delaware corporation (the “Company”), and the members of Long Island Brand Beverages LLC executing the signature page hereto (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2015 • Cullen Agricultural Holding Corp • Beverages • New York
AGREEMENT dated as of ________, 2015 between JAMES MEEHAN, residing at __________ (“Executive”), and Long Island Iced Tea Corp., a Delaware corporation having its principal office at 116 Charlotte Avenue, Hicksville, NY 11801 (“Company”);
ESCROW AGREEMENTEscrow Agreement • April 24th, 2015 • Cullen Agricultural Holding Corp • Beverages • New York
This ESCROW AGREEMENT (this “Agreement”) is being made and entered into as of [●], 2015, by and among LONG ISLAND ICED TEA CORP., a Delaware corporation (“Holdco”), PHILIP THOMAS, on behalf of the members of Long Island Brand Beverages LLC (the “Members”), in his capacity as the LIBB Representative under the Merger Agreement (as defined below) and herein (the “LIBB Representative”), and not in his personal capacity, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2015 • Cullen Agricultural Holding Corp • Beverages • New York
AGREEMENT dated as of ________, 2015 between Thomas Panza, residing at ___________ (“Employee”), and Long Island Brand Beverages LLC, a New York limited liability company having its principal office at 116 Charlotte Avenue, Hicksville, NY 11801 (“Company”);
SUPPLEMENT AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 8th, 2009 • Cullen Agricultural Holding Corp • New York
This Supplement and Amendment to the Warrant Agreement dated as of , 2009 (the “Amendment”), is executed by Triplecrown Acquisition Corp., a Delaware corporation (the “Company”), Cullen Agricultural Holding Corp. (“CAH”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Deed of Acknowledgement relating to Intellectual PropertyDeed of Acknowledgement • September 10th, 2009 • Cullen Agricultural Holding Corp • Dairy products • New York
Cullen Investments Limited, a company incorporated in New Zealand with registered company number 663610 and its wholly owned subsidiary Cullen Inc Holdings Limited, a company incorporated in New Zealand with registered company number 967310 (together, Cullen).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CULLEN AGRICULTURAL HOLDING CORP., LONG ISLAND ICED TEA CORP., CULLEN MERGER SUB, INC., LIBB ACQUISITION SUB, LLC, LONG ISLAND BRAND BEVERAGES LLC, AND THE FOUNDERS NAMED HEREIN DATED AS OF DECEMBER...Agreement and Plan of Reorganization • January 6th, 2015 • Cullen Agricultural Holding Corp • Dairy products • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 31, 2014, by and among Cullen Agricultural Holding Corp., a Delaware corporation (“Parent”), Long Island Iced Tea Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Holdco”), Cullen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Parent Merger Sub”), LIBB Acquisition Sub, LLC, a New York limited liability company and wholly owned subsidiary of Holdco (“Company Merger Sub”), Long Island Brand Beverages LLC, a New York limited liability company (the “Company”), and Phil Thomas (“Thomas”) and Thomas Panza (“Panza” and together with Thomas, the “Founders”), who hold a majority of the outstanding membership interests of the Company. The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all exhibits and schedules hereto (including the Company Schedule and the Parent Schedule,
AGREEMENTStock Purchase Agreement • April 11th, 2011 • Cullen Agricultural Holding Corp • Dairy products • New York
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • April 11th, 2011 • Cullen Agricultural Holding Corp • Dairy products
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 24th, 2015 • Cullen Agricultural Holding Corp • Beverages
This AMENDMENT NO. 1 (this “Amendment”) to AGREEMENT AND PLAN OF REORGANIZATION, is entered into as of April 23, 2015 by and among Cullen Agricultural Holding Corp., a Delaware corporation (“Parent”), Long Island Iced Tea Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Holdco”), Cullen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Parent Merger Sub”), LIBB Acquisition Sub, LLC, a New York limited liability company and wholly owned subsidiary of Holdco (“Company Merger Sub”), Long Island Brand Beverages LLC, a New York limited liability company (the “Company”), Philip Thomas (“Thomas”) and Thomas Panza (“Panza” and together with Thomas, the “Founders”), who hold a majority of the outstanding membership interests of the Company, and Philip Thomas, in his capacity as the LIBB Representative under the Merger Agreement (as defined below) (the “LIBB Representative”) on behalf of the other members of the Company party to the Merger Agre
Strategic Cooperation AgreementStrategic Cooperation Agreement • September 10th, 2009 • Cullen Agricultural Holding Corp • Dairy products
CULLEN AGRICULTURAL HOLDING CORP. Subscription Agreement INSTRUCTIONS IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT OBLIGATIONS AND REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT. Steps For All InvestorsSubscription Agreement • December 9th, 2014 • Cullen Agricultural Holding Corp • Dairy products • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • November 3rd, 2009 • Cullen Agricultural Holding Corp • Dairy products
Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial interest in shares of common stock, $.0001 par value per share, of Cullen Agricultural Holding Corp. (“Schedule 13D”) and it will file the Schedule 13D on behalf of itself.
LOCK-UP AGREEMENTLock-Up Agreement • January 6th, 2015 • Cullen Agricultural Holding Corp • Dairy products
AGREEMENTStock Purchase Agreement • April 11th, 2011 • Cullen Agricultural Holding Corp • Dairy products • New York
Sale & Purchase AgreementSale & Purchase Agreement • March 4th, 2015 • Cullen Agricultural Holding Corp • Dairy products • Georgia
THIS SALE & PURCHASE AGREEMENT ("Agreement") is made effective as of the 31st day of December, 2014, (“Effective Date”) between Hart Acquisitions, LLC ("Hart"), a Georgia corporation with a business address of 22 Barnett Shoals Rd. Watkinsville, GA 30677 (“Hart Farm”), and Natural Dairy, Inc. ("Seller"), whose business address is 1193 Seven Oaks Rd, Waynesboro, GA 30830 ("Seller’s Farm").
