Exhibit 10.4


 





PROMISSORY NOTE


 





	$600,000	November 18, 2013



	 	New York, New York



  


FOR VALUE RECEIVED, LONG ISLAND BRAND BEVERAGES
LLC, a New York limited liability company (“Maker”), having an address at P.O. Box 845, Long Beach, New York
11561, hereby promises to pay to the order of Cullen Agricultural Holding Corp., having an address at 1193 Seven Oaks Rd. Waynesboro,
GA 30830, its successors and/or assigns (any of which is hereinafter referred to as “Holder”), the sum of Six Hundred
Thousand Dollars and No Cents ($600,000.00), together with interest to the extent and at the rate specified herein from and after
the date hereof.


 


This Note is issued pursuant to the terms
of a Letter Agreement (“Letter Agreement”) dated of even date herewith between the Maker and Holder and Holder hereof
is entitled to the benefits provided for therein. Terms used but not defined herein shall have their respective meanings assigned
in the Letter Agreement. Maker hereby grants the Holder a security interest in all of the inventory and accounts receivables of
the Company (together, the “Collateral”). Reference herein to the Letter Agreement and Collateral shall in no way impair
the absolute and unconditional obligation of the Maker to pay both principal and interest, if any, as provided herein.


 


The principal and accrued interest on the
Note shall be due and payable in lawful money of the United States on August 31, 2014 (the “Maturity Date”); provided
however, that the principal and accrued interest owed hereunder shall be applied to the purchase price of the Membership Interests
if the Holder exercises the Option and purchases the Membership Interests.


 


Interest shall accrue daily on the unpaid
principal balance of this Note commencing on the date hereof and shall be due and payable, without demand or notice, on the Maturity
Date, at a rate of 6% per annum; provided, however, that if the Holder does not make the Additional Loan, such interest rate shall
increase to 12%.


 


Maker agrees that $450,000 of the principal
amount shall be used solely to repay all remaining amounts due to Struck Holdings LLC under the Struck Agreement.


 


So long as any amount under this Note remains
outstanding and unpaid, Maker will not, unless otherwise consented to in writing by the Holder, (i) create, incur, assume or suffer
to exist (other than indebtedness existing on the date hereof) any indebtedness for borrowed funds (institutional or otherwise)
which is not subordinated in all respects to the indebtedness under this Note or (ii) consolidate or merge into, or transfer or
lease all or substantially all of its assets to, any person unless (A) the person is a corporation, (B) the person assumes in a
writing reasonably acceptable to the Holder all the obligations of the Maker under this Note and (C) immediately after the transaction,
no default under this Note exists. The surviving transferee or lessee corporation shall be the successor Maker, but the predecessor
Maker in the case of a transfer or lease shall not be released from the obligation to pay the principal of and interest of this
Note.





Holder may, with or without notice to Maker
or any guarantor or other party liable herefor, extend or renew this Note, or extend the time for making payment of any amount
provided for herein, or accept any amount in advance, all without affecting the liability of Maker or any other party or guarantor
liable herefor.


 



    	 



    	 



    




If the parties have not entered into an
Agreement pursuant to the Letter Agreement by December 15, 2013, this Note may not be prepaid in whole or in part at any time without
penalty or premium, but with payment of accrued interest to the date of prepayment.


 


Upon the occurrence of a default, the whole
sum of principal and accrued interest shall become due immediately at the option of Holder. Default shall include, but not be limited
to: (i) failure to make any payment hereunder at the time prescribed for payment; (ii) filing, as to the Maker or any guarantor
or endorser of this Note, of an involuntary petition which is not dismissed within sixty (60) days or of a voluntary petition under
the provisions of the Federal Bankruptcy Code or any state statute for the relief of debtors; (iii) default in the payment of principal
or interest on any obligation in excess of $100,000 for borrowed money beyond the period of grace, if any, provided with respect
thereto or default in the performance or observance of any other term, condition or agreement contained in any such obligation
or in any agreement relating thereto, if the effect thereof is to cause, or permit the holder or holders of such obligation (or
a trustee on behalf of such holder or holders) to cause such obligation to become due prior to its stated maturity and such default
remains unremedied for a period of 10 days; (iv) final judgment for the payment of money in excess of $100,000 shall be rendered
against Maker and the same shall remain undischarged for a period of thirty (30) days during which execution of such judgment shall
not be effectively stayed; or (v) any breach or other default by the Maker under this Note or the Loan and Option Agreement which
is not cured within five (5) days after the Maker receives notice from the Holder of the occurrence thereof.


 


The times for the payment of the principal
sum as herein stated are of the essence of this Note. Upon the occurrence of a default, the amount of the principal sum hereunder,
plus reasonable attorneys fees and expenses, shall bear interest from the date thereof to the actual date of payment (whether such
payment is made voluntarily or as a result of legal process) at the maximum rate of interest permitted by law or 18% per annum,
whichever is lower, from the date of the default to the date of actual payment.


 


Maker and each other party liable herefor,
whether principal, endorser, guarantor or otherwise, jointly and severally hereby (i) waive presentment, demand, protest, notice
of dishonor and/or protest, notice of non-payment and all other notices or demands in connection with the delivery, acceptance,
performance, default, enforcement or guaranty of this Note, (ii) waive recourse to suretyship defenses generally, including extensions
of time, releases of security and other indulgences which may be granted from time to time by Holder to Maker or any party liable
herefor, and (iii) agree to pay all costs and expenses, including reasonable attorneys fees, in connection with the enforcement
or collection of this Note.


 


Nothing contained in this Note or in any
other agreement between Maker and Holder shall require Maker to pay, or Holder to accept, interest in an amount which would subject
Holder to any penalty or forfeiture under applicable law. In no event shall the total of all charges payable hereunder, whether
of interest or of such other charges which may or might be characterized as interest, exceed the maximum rate permitted to be charged
under applicable law. Should Holder receive any payment which is or would be in excess of that permitted to be charged under such
applicable law, such payment shall have been and shall be deemed to have been made in error and shall automatically be applied
to reduce the principal balance outstanding on this Note.


 


Holder shall not, by any act, delay, omission
or otherwise, be deemed to have waived any of its rights and/or remedies hereunder, and no waiver whatsoever shall be valid unless
in writing, signed by Holder, and then only to the extent therein set forth. The making of any demands or the giving of any notices
by Holder or a waiver by Holder of any right and/or remedy hereunder on any one occasion shall not be construed as a bar to or
waiver of any right and/or remedy which Holder would otherwise have on any future occasion. All rights and remedies of Holder shall
be cumulative and may be exercised singly or concurrently.


 



    	 



    	 



    




This Note may be assigned at any time by
Holder to any person controlling, controlled by or under common control with the Holder or to any affiliate of the Holder on notice
to Maker.


 


The terms and provisions hereof shall survive
the payment, cancellation or surrender of this Note. Any instrument taken by Holder in payment of, or for application against,
any obligation of Maker or any other party liable herefor shall not operate as a discharge of such obligation until the instrument
is finally paid, notwithstanding the fact that a bank may be the maker, drawer or acceptor of such instrument.


 


This Note shall be governed and construed
in accordance with the law of the State of New York without giving effect to choice of law principles. MAKER AND EACH OTHER PARTY
LIABLE HEREFOR, IN ANY LITIGATION IN WHICH HOLDER SHALL BE AN ADVERSE PARTY, WAIVES TRIAL BY JURY AND WAIVES THE RIGHT TO INTERPOSE
ANY DEFENSE, SETOFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION. ANY SUCH LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION
OF THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK.


 


 


	 	Long Island Brand Beverages LLC
	 	 
	 	By: 	/s/ Philip Thomas
	 	 	Name: Philip Thomas
Title:    Managing Member