Exhibit 10.24


 


Long Island Iced Tea Corp.


116 Charlotte Avenue


Hicksville, New York 11801


 


June 17, 2015


 


Mr. Julian Davidson


27 Ronald Road,


Mission Bay


Auckland


New Zealand


 


Mr. Davidson:


 


This will confirm the terms and conditions of the consulting agreement
(this “Agreement”) between Long Island Iced Tea Corp. (the “Company”) and Julian Davidson
(the “Consultant”):


 


		1.	Services. Commencing on the date of this Agreement, the Company hereby retains Consultant to provide the services set
forth in Exhibit A hereto (the “Services”). During the Term (as defined below), the Company shall not
retain any other person to provide the Services. The Company shall not control the manner or means by which you perform the Services.



 


		2.	Term. The term of this Agreement shall commence on the date hereof and shall continue until the earlier of (i) the completion
of the Services and (ii) June 17, 2016, unless earlier terminated in accordance with this Section (the “Term”).



 


		a)	Either party may terminate this Agreement at any time on thirty (30) days’ prior written notice.



 


		b)	If the conditions set forth in Exhibit B hereto are satisfied, the Company and Consultant shall enter into an employment
agreement substantially in the form of Exhibit C hereto and this Agreement shall be deemed to have been terminated as of the date
of the employment agreement.



 


		3.	Expense Reimbursement; Office Space. The Company agrees to reimburse Consultant for all reasonable and documented travel
and other costs or expenses that are incurred or paid by Consultant during the Term in connection with the performance of the Services
and have been approved in writing in advance by the Company including, but not limited to, expenses incurred from brand design
specialists, Claessens, and sales and market data from Nielsen. The Company shall pay undisputed expenses within thirty (30) days
after the Company’s receipt of documentation from Consultant. The Company also agrees that it or an affiliate will make available
to Consultant offices and facilities in New York and Auckland, New Zealand in order for Consultant to perform the Services hereunder.



 




    	 	 	 



     


    

 


		4.	Restrictive Covenants.



 


		a)	Consultant acknowledges that:



 


		i)	As a result of its consultancy with the Company, Consultant has obtained and will obtain secret and confidential information
concerning the Company and its subsidiaries (“Confidential Information”). Confidential Information includes
all information whether of a technical, business or other nature (including, without limitation, trade secrets, recipes, know-how
and information relating to the technology, customers, business plan, patents, promotional and marketing activities, finances and
other business affairs) that is or may be disclosed or imparted to Consultant or that may be developed by Consultant in performance
of the Services. Confidential Information also includes all information concerning any other plans for, or existence and progress
of, potential business combinations, acquisitions, financings, business expansions, mergers, sales of assets, take-overs or tender
offers involving the Company or its affiliates. Confidential Information may be in any format, whether written, printed, electronic,
oral or in any other form or medium.



 


		ii)	The Company will suffer substantial damage that will be difficult to compute if, during the period of the consultancy with
the Company or thereafter, Consultant should divulge Confidential Information or compete with the Company.



 


		iii)	The provisions of this Agreement are reasonable and necessary to protect the business of the Company, to protect the Company’s
trade secrets and Confidential Information and to prevent loss to a competitor of a Consultant whose services are special, unique
and extraordinary.



 


		b)	Consultant shall not at any time, during the term of this Agreement or thereafter, divulge to any person or entity any Confidential
Information obtained or learned by it as a result of its consultancy with the Company, except (i) in the course of performing its
duties hereunder, (ii) with the Company’s prior written consent, (iii) to the extent that any such information is in the
public domain other than as a result of Consultant’s breach of any of its obligations hereunder or (iv) where required to
be disclosed by court order, subpoena or other government process. If Consultant shall be required to make disclosure pursuant
to the provisions of clause (iv) of the preceding sentence, Consultant shall promptly, but in no event more than 48 hours after
learning of such subpoena, court order, or other government process, notify the Company and, at the Company’s expense, Consultant
shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena,
court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in
any proceeding relating to the enforcement thereof.



 




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		c)	During the Term (the “Restricted Period”), Consultant, without the prior written permission of the Company,
shall not (i) be employed by, or render any services to, any person, firm or corporation engaged principally in the beverage industry
or any other business which is directly in competition with any “material” business conducted by the Company or any
of its subsidiaries at the time of termination or expiration of this Agreement (as used herein “material” means a business
which generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which audited financial
statements are available) in the Priority Territory (as defined in Exhibit A hereto) (“Competitive Business”);
(ii) engage in any Competitive Business for his own account; (iii) be associated with or interested in any Competitive Business
as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or
in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain,
any person who was employed or retained by the Company while Executive was employed by the Company; or (v) solicit, interfere with,
or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers, suppliers or any
persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude
Consultant from investing his personal assets in any manner he chooses, provided, however, that Consultant may not, during the
Restricted Period, own more than 4.9% of the equity securities of any Competitive Business. Except as set forth above, Consultant
is not restricted from providing services to other entities or persons.



 


		d)	Consultant shall promptly return, following the termination of this Agreement or upon earlier request by the Company, all written
materials in its possession and (i) supplied by the Company in conjunction with the Services under this Agreement, or (ii) generated
by Consultant in the performance of the Services under this Agreement.



 


		e)	Consultant shall not engage in any transaction involving the Company’s securities while in the possession of any Confidential
Information prior to the time such information shall be made known to the general public.



 


		f)	If Consultant commits a breach, or threatens to commit a breach, of any of the provisions of Section 4, the Company shall have
the right and remedy to seek to have the provisions of this Consulting Agreement specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed by Consultant that the services being rendered hereunder to the Company are of a
special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the
Company and that money damages will not provide an adequate remedy to the Company. The rights and remedies enumerated in this Section
4(f) shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.



 




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		5.	Intellectual Property.



 


		a)	Consultant will disclose promptly and fully to the Company all works of authorship, ideas, inventions, discoveries, improvements,
designs, processes, software, or any improvements, enhancements, or documentation of or to the same that Consultant makes, works
on, conceives, or reduces to practice, individually or jointly with others, in the course of Consultant’s consultancy with
respect to the business of the Company, in any way related or pertaining to or connected with the Services (collectively the “Work
Product”).



 


		b)	All intellectual property rights, including patent, trademark, trade secret and copyright rights, in and to the Work Product
are and shall be the sole property of the Company. All Work Product of Consultant shall be deemed, as applicable, to be a “work
made for hire” within the meaning of 17 U.S.C. §101. To the extent that the Work Product is deemed not to be “work
made for hire,” this Agreement shall constitute an irrevocable assignment by the Consultant to the Company of all right,
title and interest in and to all intellectual property rights in and to the Work Product.



 


		c)	Consultant hereby agrees to assist the Company in any manner as shall be reasonably requested by the Company to protect the
Company’s intellectual property rights in the Work Product and to execute and deliver such legal instruments or other documents
as the Company shall request in order for the Company to obtain protection of the Work Product throughout the world. If the Company
is unable after reasonable effort to secure Consultant’s signature for any such documents, then Consultant hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact,
to act for and in Consultant’s behalf and stead to execute and file any such documents and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights or other intellectual property protections. Consultant agrees
that this power of attorney is coupled with an interest.



 


		d)	Consultant shall make and maintain adequate and current written records and evidence of all Work Product including, without
limitation, drawings, work papers, graphs, computer code, source code, documentation, records, and any other document, all of which
shall be and remain the property of the Company, and all of which shall be surrendered to the Company either upon request or upon
cessation of Consultant’s consultancy with the Company, regardless of the reason for such cessation.



 


		e)	Consultant hereby waives, and further agrees not to assert, any moral rights in or to the Work Product, including, but not
limited to, rights to attribution and identification of authorship, rights to approval of modifications or limitations on subsequent
modifications, and rights to restrict, cause or suppress publication or distribution of the Work Product.



 




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		6.	Representations and Warranties.



 


		a)	The Company hereby represents and warrants to Consultant that: (a) it has all requisite power and authority to enter into this
Agreement and to perform its obligations hereunder, and (b) this Agreement has been fully and duly authorized by all necessary
action on and has been duly executed and delivered by it, and (c) this Agreement constitutes a valid and binding agreement enforceable
against it in accordance with its terms.



 


		b)	Consultant hereby represents and warrants to the Company that: (a) this Agreement constitutes a valid and binding agreement
enforceable against Consultant in accordance with its terms, and (b) Consultant is free to enter into this Agreement and to perform
the Services and duties required hereunder, and that there are no employment or consultancy contracts, restrictive covenants or
other restrictions that would be breached by or prevent or limit performance of the Services hereunder.



 


		7.	Indemnification. Consultant agrees to indemnify and hold harmless the Company and its directors, officers and controlling
stockholders (each, an “Indemnified Person”) from and against any claims or suits by a third party against the
Company or any liabilities or judgments based thereon, either arising from the Consultant’s grossly negligent performance
of Services under this Agreement or the Consultant’s willful misconduct in connection with the Services, except to the extent
that such claims, suits, liabilities or judgments are caused by the gross negligence or willful misconduct of the Company, its
directors, officers, employees, agents and controlling stockholders. The provisions of this Section 7 shall survive the termination
or expiration of this Agreement for any reason.



 


		8.	Notices. All notices provided for in this Agreement shall be in writing and shall be deemed to have been duly given
upon actual receipt or when delivered if delivered personally or by nationally recognized overnight courier (for example and not
by way of limitation, by Federal Express, United Parcel Service, Airborne Express), with acknowledgement of receipt required, addressed
to the party to receive the same at its address set forth above, or such other address as the party to receive the same shall have
specified by written notice given in the manner provided for in this Section 8.



 


		9.	Independent Contractor. Consultant hereby acknowledges that it will be performing services hereunder as an independent
contractor and not as an employee or agent of the Company or any affiliate thereof. Further, Consultant shall have no authority
to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company
in writing from time to time. Without limiting the foregoing, Consultant will not be eligible to participate in any vacation, group
medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered
by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social
Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining
worker's compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify the Company
against, all such taxes or contributions, including penalties and interest. Any persons engaged by Consultant in connection with
the performance of the Services shall be Consultant’s contractors and Consultant shall be fully responsible for them and
indemnify the Company against any claims made by or on behalf of any such contractors.



 




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		10.	Survival. If this Agreement expires or is terminated pursuant to Section 2(a), the provisions of Sections 3 (with respect
to expenses incurred prior to such expiration or termination), 4, 5, 6, 7, 8, 9, 10 and 11 shall survive such expiration or termination.
If this Agreement is terminated pursuant to Section 2(b), the provisions of Sections 3 (with respect to expenses incurred prior
to such termination), 5, 6, 7, 8, 9, 10 and 11 shall survive such termination.



 


		11.	Miscellaneous. This Agreement constitutes the entire agreement between the parties relating to the matters discussed
herein and may be amended or modified only with the mutual written consent of the parties. Consultant shall not assign this Agreement,
in whole or in part, or subcontract any of the Services, to any other party without the prior written consent of the Company. This
Agreement shall be governed by internal laws of the State of New York. Each party agrees to submit to personal jurisdiction and
to waive any objection as to venue in the courts located in the State of New York. The prevailing party in any such action shall
be entitled to recover its reasonable attorney’s fees and costs incurred in any such action or on appeal. If a provision
of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement
that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable
to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms
or conditions to give them such effect.



 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed on the day and year first above written.


 


	 	Very truly yours,
	 	 
	 	LONG ISLAND ICED TEA CORP.
	 	 	 
	 	By:	/s/ Philip Thomas
	 	 	Name: Philip Thomas
	 	 	Title: Chief Executive Officer


 


AGREED AND ACCEPTED:


 


	/s/ Julian Davidson	 
	Julian Davidson	 


 




    	 	 	 



     


    

   


Long Island Iced Tea Corp.


116 Charlotte Avenue


Hicksville, New York 11801


 


June 6, 2016


 


Mr. Julian Davidson


27 Ronaki Road


Mission Bay


Auckland


New Zealand


 


Mr. Davidson:


 


This will confirm the terms and conditions of the first amendment
(this “Amendment No. 1”) to the consulting agreement, dated June 17, 2015 (the “Agreement”),
between Long Island Iced Tea Corp. (the “Company”) and Julian Davidson (the “Consultant”)
who has been guiding the Company through various strategic activities over the last 18 months (all capitalized terms used but not
defined herein have the meanings set forth in the Agreement as amended hereby):


 


		1.	Amendments. The Agreement is hereby amended as follows:



 


		a)	Section 1 of the Agreement is hereby amended and restated in its entirety as follows:



 


		“1.	Services. The Company hereby retains Consultant (a) effective as of the original date of the Agreement, to provide the
services set forth in Exhibit A hereto and (b) effective as of the date of the first amendment to this Agreement, to
serve as the Company’s Executive Chairman and to perform such duties as are customarily provided by executive chairman of
similar companies (the “Services”). During any period during which the Consultant is providing the Services
hereunder, the Company shall not retain any other person to provide the Services.”



 


		b)	Section 2 of the Agreement is hereby amended and restated in its entirety as follows:



 


		“2.	Term. The term of this Agreement commenced on the original date of the Agreement and shall continue until terminated
in accordance with this Section (the “Term”).



 


		“a)	Either party may terminate this Agreement at any time on thirty (30) days’ prior written notice.



 




    	 	 	 



     


    

 


		“b)	If the conditions set forth in Exhibit B hereto are satisfied, and the Consultant has received a visa from the United
States government allowing him to be employed in the United States, the Company and Consultant shall enter into an employment agreement
substantially in the form of Exhibit C hereto and this Agreement shall be deemed to have been terminated as of the date
of the employment agreement. At such time, the Consultant can elect to enter into the employment agreement or amend this Agreement
under similar terms. Consultant also may elect amend this Agreement under similar terms at any time commencing two months after
the conditions set forth in Exhibit B hereto are satisfied.”



 


		c)	Section 3 of the Agreement is hereby amended by retitling such section “Compensation; Expense Reimbursement; Office Space”,
by enumerating the existing text after the title as paragraph (a) and by adding a new paragraph (b) that shall read in its entirety
as follows:



 


		“b)	As compensation for the Services, commencing on the date of the first amendment to this Agreement and ending on the last day
of the Term (the “Compensation Period”):



 


		“i)	The Company shall pay Consultant a fee of $10,000 per month in cash (“Monthly Consulting Fee”), payable within
fifteen (15) days after the end of each calendar month, prorated based on the number of days for any partial calendar month in
the Compensation Period.



 


		“ii)	The Company shall grant Consultant 1,667 shares of the Company’s common stock per month (“Monthly Stock Grant”),
issuable within fifteen (15) days after the end of each calendar month, prorated based on the number of days for any partial calendar
month in the Compensation Period. The number of shares issuable hereunder shall be subject to equitable adjustment for any stock
split or combination, stock dividend or similar event affecting the Company’s common stock generally prior to the date of
issuance of such shares, such adjustment to be determined in good faith by the Company’s board of directors in its sole discretion.



 


		“iii)	If the conditions set forth in Exhibit B hereto are satisfied, the Company and Consultant shall amend this Agreement
to (A) increase the Monthly Consulting Fee to $20,000 per month, (B) replace the Monthly Stock Grant with a one-time grant of 50,000
shares of the Company’s common stock, with the Consultant agreeing that such shares shall not be transferable by him until
the first anniversary of issuance, and (C) pay Consultant a one-time cash fee of $95,000. For the avoidance of doubt, regardless
of whether Consultant enters into an employment agreement pursuant to Section 2(b) on the date the conditions set forth in Exhibit
B are satisfied, the compensation set forth in clause (B) and (C) above shall be deemed to have accrued prior to any termination
of this Agreement under Section 2(b) and shall nonetheless be payable.”



 




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		d)	Section 10 of the Agreement is hereby amended by replacing in their entirety each of the two parentheticals that read “(with
respect to expenses incurred prior to such expiration or termination)” with “(with respect to compensation earned under
Section 3(b) or expenses incurred under Section 3(a) prior to such expiration or termination)”.



 


		e)	Exhibit B to the Agreement is hereby amended by replacing it with Exhibit B hereto.



 


		f)	Exhibit C to the Agreement is hereby amended by replacing it with Exhibit C hereto.



 


		2.	Representations and Warranties.



 


		a)	The Company hereby represents and warrants to Consultant that: (i) it has all requisite power and authority to enter into this
Amendment and to perform its obligations hereunder, (ii) this Amendment has been fully and duly authorized by all necessary action
on and has been duly executed and delivered by it, and (iii) this Amendment constitutes a valid and binding agreement enforceable
against it in accordance with its terms.



 


		b)	Consultant hereby represents and warrants to the Company that: (i) this Amendment constitutes a valid and binding agreement
enforceable against Consultant in accordance with its terms, (ii) Consultant is free to enter into this Amendment and to perform
the Services and duties required hereunder, and that there are no employment or consultancy contracts, restrictive covenants or
other restrictions that would be breached by or prevent or limit performance of the Services hereunder, (iii) Consultant is an
“accredited investor” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), (iv) Consultant is acquiring the shares of the Company’s common stock and the warrant for investment and not
with a view towards the public distribution of such securities, except in accordance with the Securities Act, (v) Consultant understands
and acknowledges that the shares of the Company’s common stock and the warrant to be issued hereunder are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving
a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under
the Securities Act only in certain limited circumstances, (vi) Consultant represents that it is familiar with Rule 144 under the
Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act, (vii)
Consultant acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such
knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment
in the shares of the Company’s common stock and the warrant, and (viii) Consultant has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the offering of the shares and the business, properties,
prospects and financial condition of the Company.



 




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		3.	Miscellaneous. Except as specifically provided in this Amendment, no provision of the Agreement is modified, changed,
waived, discharged or otherwise terminated and the Agreement shall continue to be in full force and effect. All references in the
Agreement to the “Agreement” shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment,
together with the Agreement and the exhibits and schedules hereto and thereto, constitutes the entire agreement between the parties
relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the parties. This
Amendment may be executed in counterparts (including, without limitation, by facsimile, pdf or other electronic document transmission),
each of which shall constitute an original, and each of which taken together shall constitute one and the same agreement.



 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed on the day and year first above written.


 


	 	Very truly yours,
	 	 
	 	LONG ISLAND ICED TEA CORP.
	 	 	 
	 	By:	/s/ Philip Thomas
	 	 	Name: Philip Thomas
	 	 	Title: Chief Executive Officer


 


AGREED AND ACCEPTED:


 


	/s/ Julian Davidson	 
	Julian Davidson