Exhibit 10.13


 


CULLEN AGRICULTURAL HOLDING
CORP.


1193 Seven Oaks Rd.


Waynesboro, GA 30830


 


LONG ISLAND BRAND BEVERAGES LLC


P.O. Box 845, Long Beach, New York 11561


 


Gentlemen:


 


This letter is to confirm our understanding
concerning the basic terms of a proposed transaction between Cullen Agricultural Holding Corp. (“Company”) and LONG
Island Brand Beverages LLC (“LIIT”).


 


1.          Within one day of executing this letter,
the Company will loan LIIT $600,000 (the “Initial Loan”). The Initial Loan will be evidenced by a promissory note in
substantially the form attached hereto as Exhibit A, bearing interest at 6% interest per annum and maturing on August 31, 2014
(the “Maturity Date). $450,000 of the Initial Loan will be used by LILT to repay all remaining amounts due to Struck Holdings
LLC under that certain Promissory Note (the “Struck Agreement”) issued by LIIT to Struck Holdings LLC on August Poi,
2013. LIIT will make such payment to Struck Holdings LLC within seven days of executing this letter.


 


2.          The Company will then have the option
to loan LIIT an additional $600,000 (the “Additional Loan”) within two weeks of executing this letter. The Additional
Loan will be in the same form as the Initial Loan; provided, however, that if the Company determines not to make the Additional
Loan, the interest rate on the Initial Loan will be increased to 12% per annum.


 


3.          Assuming the Company makes the Initial
Loan and Additional Loan, during the period specified in Paragraph 10 below the parties will endeavor in good faith to negotiate
a definitive agreement (the “Agreement”) pursuant to which (i) a wholly-owned subsidiary of the Company would merge
with and into LIIT with LIIT surviving the merger and becoming a wholly-owned subsidiary of the Company and (ii) the Company would
issue to the holders of membership interests of LIIT (“Membership Interests”) shares of the Company's common stock
(“Company Shares”). The Agreement will provide that the aggregate purchase price for the Membership Interests will
be $5 million less all outstanding debt (excluding accounts payable) plus cash and cash equivalents (excluding accounts receivable)
of LIIT, which will result in the issuance to the holders of LIIT Membership Interests of approximately 59% of the Company Shares
following the transaction. Each party's obligation to negotiate an Agreement in good faith, and to close the contemplated transaction,
shall be subject to the satisfactory completion in all material respects of its due diligence investigation pursuant to Paragraph
13 below, it being acknowledged that, for this purpose, materiality shall mean existence of issues that could have a material impact
on such party's valuation or assessment of the other party and the potential transaction or the advisability of proceeding with
such transaction.


 




    	 



    	 



    

  


4.          The Company, as the publicly held holding
company for LIIT, will amend its charter on the closing date of the transaction contemplated by the Agreement (the “Closing
Date”) to, among other things, change its name to a name selected by LIIT. The Board of Directors of the Company from and
after the Closing Date will include persons selected by LIIT and persons (“Continuing Directors”) selected by the current
board of directors of the Company.


 


5.          The Agreement shall be structured to
accomplish a separate execution and closing, to provide, among other things, the time necessary to prepare a “super 8-K”
with respect to the combined company, to obtain the necessary consents from the stockholders of the Company and LIIT and for the
Company to file an information statement with the Securities and Exchange Commission, if necessary, in order to effectuate the
matters covered in paragraph 4 above.


 


6.          The Agreement will provide that the
holders of LIIT Membership Interests that receive Company Shares in the transaction shall not sell or otherwise transfer such shares
(except for estate planning and other customary exceptions) for a period of one year from the Closing Date without the consent
of the Continuing Directors.


 


7.          The parties will work towards signing
the Agreement by December 15, 2013 and will seek to close the transaction within 90 days thereafter.


 


8.          The Agreement will contain customary
affirmative and negative covenants of each party and representations and warranties concerning LIIT and the Company and their respective
affiliates and business and financial condition and will also contain an obligation on the part of each of the Company and LIIT
to indemnify and hold the Company and LIIT harmless from any damages suffered by the Company or LIIT arising out of or in connection
with the operation of the Company or LIIT, respectively, prior to the Closing Date and the breach of either party of its representations
and warranties contained in the Agreement. A mutually agreed upon portion of Company Shares to be issued in the transaction will
be placed in escrow by LIIT members, pursuant to an escrow agreement to be negotiated, to secure such indemnity obligations of
LIIT, and the Company will similarly commit to issuing an agreed upon number of additional Company Shares to LITT members to secure
the Company's indemnity obligations.


 


9.          The closing of the transaction will
be subject to conditions usual in transactions of the type contemplated, including the receipt of all consents of third parties
which may be necessary to effect the transaction. In addition, the transaction will be conditioned upon LIIT receiving the approval
of its members and all necessary court and governmental entities. The parties agree that they will work expeditiously towards satisfying
the required closing conditions following the execution of the Agreement.


 


10.        During the period beginning on the
date hereof and ending on December 15, 2013, LIIT will not, without the Company's consent, negotiate with any other party, or offer
to negotiate with any other party, with respect to a sale of its assets or Membership Interests or other similar transaction or
business combination.


 




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11.          None of the parties hereto (without
the written consent of the others) will make any public announcement or other dissemination (public or private) of information
concerning our discussions and the contemplated transaction; provided, however, that the Company may make reference to this letter
in any presentation to be provided to prospective investors in connection with capital raising efforts so long as such investors
have executed a confidentiality agreement and LIIT has had an opportunity to review and comment on such reference. Additionally,
the Company may make any disclosure which its counsel advises is required by applicable law, regulation or stock exchange rule,
in which case LIIT will be advised and the parties will use their best efforts to cause a mutually agreeable release or announcement
to be issued. The Company and LIIT may also make appropriate disclosure to their executive officers, directors, investors and professional
advisors. LIIT will not engage in any transactions involving securities of the Company prior to the time a public announcement
is made of the contemplated transaction (or until it is determined not to proceed with the potential transaction) and will use
its best efforts to ensure that its officers, directors and affiliates do not engage in any such transactions.


 


12.          Except as set forth in this Paragraph
12, each party shall bear its own expenses in connection with the proposed transaction. Notwithstanding anything else to the contrary
contained herein or otherwise, LIIT acknowledges and agrees that if (a) the Company is ready, willing and able to close the potential
transaction (including having obtained all shareholder and third-party approvals) and (b) the potential transaction is not consummated
due to either (i) LIIT's failure to obtain member approval or any requisite third-party approval, (ii) LIIT's breach of any of
its binding obligations under this letter or (iii) the Company learning of a materially negative fact relating to LIIT or its operations
in the Company's due diligence investigation of LIIT prior to entering into the Agreement, then LIIT shall reimburse the Company
for all of its documented, out-of-pocket expenses and fees reasonably incurred in connection with the potential transaction, including,
without limitation, the Company's reasonable accountant and attorney fees.


 


13.          During the period from the date hereof
to the Closing Date, each party will give to the other, and to their respective accountants, counsel and other representatives,
full access during normal business hours to all of their property, contracts, commitments, books and records, and will furnish
to the other party all such documents and copies of documents and information with respect to its affairs as the other party may,
from time to time, reasonably request. The parties and their accountants, counsel and other representatives shall hold all information
received by them in confidence except information which (a) at the time of disclosure was in the public domain, (b) after disclosure,
became part of the public domain other than as a result of a breach of this covenant or (c) is required to be disclosed pursuant
to legal process.


 


14.          Other than as set forth in Paragraphs
1, 3 and 10-14 hereof (which constitute binding agreements of the parties), this letter is intended only as an expression of the
parties to proceed expeditiously to negotiate, draft and execute a definitive form of Agreement on the terms and conditions contained
herein and shall not be deemed to constitute a legally binding commitment of the parties hereto, it being the parties' intention
to proceed with the transaction herein only if a definitive Agreement is executed and delivered. The Company and LITT each recognize
that matters material to the transaction, which are not addressed herein. may be raised by one another for inclusion in the Agreement.


 




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It is our desire to move expeditiously towards
completion of these transactions on the basis of the terms and conditions contained herein. To indicate your commitment toward
such goal and your agreement with the terms of this letter, please sign below.


 


	 	Very truly yours,
	 	 
	 	CULLEN AGRICULTURAL HOLDING CORP.
	 	 
	 	By:	/s/ Paul Vassilakos
	 	Name: Paul Vassilakos
	 	Title: CEO


 


	ACCEPTED AND AGREED TO:	 
	 	 
	LONG ISLANDBIWBEVERAGES LLC	 
	 	 
	By:	/s/ Philip Thomas	 
	Name: Philip Thomas	 
	Title: Managing Member	 


 




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Exhibit A


 


[See Exhibit 10.6 to the
Registration Statement]


 




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CULLEN AGRICULTURAL HOLDING CORP.


1193 Seven Oaks Road


Waynesboro, GA 30830


 


             December
12, 2013


 


Long Island Brand Beverages LLC


PO Box 845


Long Beach, New York 11561


 


		Re:	Amendment No. 1 to Letter of Intent



 


Dear Mr. Thomas:


 


Cullen Agricultural Holding Corp. (the “Company”)
and Long Island Brand Beverages LLC (“LIIIT”) hereby agree to amend, as set forth below, the Letter of Intent (“Letter
of Intent”) between the two parties. Capitalized terms used herein that are not otherwise defined will have the same meaning
as they were given in the Letter of Intent.


 


1.          The reference to December 15, 2013 in
Sections 7 and 10 is hereby amended to be December 23, 2013.


 


With the exception of the aforementioned changes,
the Letter of Intent remains in full force and effect.


 


If the foregoing correctly sets forth our
agreement, please so confirm by signing below.


 


	 	Very truly yours,
	 	 
	 	CULLEN AGRICULTURAL HOLDING CORP.
	 	 	 
	 	By:	/s/ Paul Vassilakos
	 	Name:	Paul Vassilakos
	 	Title:	Chief Executive Officer


 


Accepted and confirmed:


 


LONG ISLAND BRAND BEVERAGES LLC


 


	By:	/s/ Philip Thomas	 
	Name:	Philip Thomas	 
	Title:	Managing Member	 





 




    	 



    	 



    

 


CULLEN AGRICULTURAL HOLDING CORP.


1193 Seven Oaks Road


Waynesboro, GA 30830


 


December
27, 2013


 


Long Island Brand Beverages LLC


PO Box 845


Long Beach, New York 11561


 


		Re:	Amendment No. 2 to Letter of Intent



 


Dear Mr. Thomas:


Cullen Agricultural Holding Corp. (the “Company”)
and Long Island Brand Beverages LLC (“LIIT”) hereby agree to amend, as set forth below, the Letter of Intent (“Letter
of Intent”) between the two parties. Capitalized terms used herein that are not otherwise defined will have the same meaning
as they were given in the Letter of Intent.


 


1.          The reference to December 23, 2013 in
Sections 7 and 10 is hereby amended to be January 15, 2014.


 


With the exception of the aforementioned changes,
the Letter of Intent remains in full force and effect.


 


If the foregoing correctly sets forth our
agreement, please so confirm by signing below.


 


	 	Very truly yours,
	 	 
	 	CULLEN AGRICULTURAL HOLDING CORP.
	 	 	 
	 	By:	/s/ Paul Vassilakos
	 	Name:	Paul Vassilakos
	 	Title:	Chief Executive Officer


 


Accepted and confirmed:


 


LONG ISLAND BRAND BEVERAGES LLC


 


	By:	/s/ Philip Thomas	 
	Name:	Philip Thomas	 
	Title:	Managing Member	 


 




    	 



    	 



    

CULLEN AGRICULTURAL HOLDING CORP.


1193 Seven Oaks Road


Waynesboro, GA 30830


 


February
27, 2014


 


Long Island Brand Beverages LLC


PO Box 845


Long Beach, New York 11561


 


		Re:	Amendment No. 3 to Letter of Intent



 


Dear Mr. Thomas:


 


Cullen Agricultural Holding Corp. (the “Company”)
and Long Island Brand Beverages LLC (“LIIT”) hereby agree to amend, as set forth below, the Letter of Intent (“Letter
of Intent”) between the two parties. Capitalized terms used herein that are not otherwise defined will have the same meaning
as they were given in the Letter of Intent.


 


1.          The reference to January 15, 2014 in
Sections 7 and 10 is hereby amended to be May 31st, 2014.


 


With the exception of the aforementioned changes,
the Letter of Intent remains in full force and effect.


 


If the foregoing correctly sets forth our
agreement, please so confirm by signing below.


 


	 	Very truly yours,
	 	 
	 	CULLEN AGRICULTURAL HOLDING CORP.
	 	 	 
	 	By:	/s/ Paul Vassilakos
	 	Name:	Paul Vassilakos
	 	Title:	Chief Executive Officer


 


Accepted and confirmed:


 


LONG ISLAND BRAND. BEVERAGES LLC


 


	By:	/s/ Philip Thomas	 
	Name:	Philip Thomas	 
	Title:	Managing Member	 


  




    	 



    	 



    

 


CULLEN AGRICULTURAL HOLDING CORP.


1193 Seven Oaks Road


Waynesboro, GA 30830


 


August
11, 2014


 


Long Island Brand Beverages LLC


PO Box 845


Long Beach, New York 11561


 


		Re:	Amendment No. 4 to Letter of Intent



 


Dear Mr. Thomas:


 


Cullen Agricultural Holding Corp. (the “Company”)
and Long Island Brand Beverages‘ LLC (“LIIT”) hereby agree to amend, as set forth below, the Letter of Intent,
as previously amended (“Letter of Intent”) between the two parties. Capitalized terms used herein that are not otherwise
defined will have the same meaning as they were given in the Letter of Intent.


 


1.          The reference to January 15, 2014 in
Sections 7 and 10 is hereby amended to be November 15.2014.


 


With the exception of the aforementioned changes,
the Letter of Intent remains in full force and effect.


 


If the foregoing correctly sets forth our
agreement, please so confirm by signing below.


 


	 	Very truly yours,
	 	 
	 	CULLEN AGRICULTURAL HOLDING CORP.
	 	 	 
	 	By:	/s/ Paul Vassilakos
	 	Name:	Paul Vassilakos
	 	Title:	Chief Executive Officer


 


	Accepted and confirmed: LONG ISLAND
	 
	LONG ISLAND BRAND BEVERAGES LLC
	 	 
	By:	/s/ Philip Thomas	 
	Name:	Philip Thomas
	Title:	Managing Member