Exhibit 10.3


 





REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of the 27th day of May, 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”).


 


WHEREAS, the Stockholders and the Company
desire to enter into this Agreement to provide the Stockholders with certain rights relating to the registration of shares to be
issued to the Stockholders and that may be issued to the Stockholders (“Merger Shares”) pursuant to that
certain Agreement and Plan of Reorganization (“Merger Agreement”), dated December 31, 2014, as amended,
by and among the Company, Cullen Agricultural Holding Corp., Cullen Merger Sub, Inc., LIBB Acquisition Sub, LLC, Long Island Brand
Beverages LLC, Phil Thomas and Thomas Panza, who hold a majority of the outstanding membership interests of Long Island Brand Beverages
LLC.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.           DEFINITIONS. The following
capitalized terms used herein have the following meanings:


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Commission” means
the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.


 


“Company” is defined
in the preamble to this Agreement.


 


“Closing Date”
is defined in the Merger Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form S-3” is
defined in Section 2.3.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 






    	 



    	 



    

 


“Stockholders”
is defined in the preamble to this Agreement.


 


“Stockholder Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Merger Agreement”
is defined in the preamble to this Agreement.


 


“Merger Shares”
is defined in the preamble to this Agreement.


 


“Notices” is defined
in Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registrable Securities”
means all of the Merger Shares. Registrable Securities include any warrants, shares of capital stock or other securities of the
Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Merger Shares.
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c)
such securities shall have ceased to be outstanding; or (d) the Registrable Securities are freely saleable under Rule 144 without
volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 






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2.           REGISTRATION RIGHTS.


 


2.1           Demand Registration.


 


           2.1.1 Request for Registration.
At any time and from time to time after the Closing Date, holders of a majority in interest of the Registrable Securities may make
a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the Registrable Securities proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities
in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from
the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to
effect more than two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


           2.1.2           Effective Registration.
A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect
to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority in interest of the Demanding Holders thereafter elects to continue the offering.


 


           2.1.3           Underwritten Offering.
If a majority in interest of the Demanding Holders so elects and advises the Company as part of its written demand for a Demand
Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned
upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in
the underwriting to the extent provided herein. All Demanding Holders shall enter into an underwriting agreement in customary form
with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand
Registration.


 


           2.1.4           Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company
and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and
the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders, pro rata in accordance with the number of shares that each such
Demanding Holder has requested be included in such registration, regardless of the number of shares held by each such Demanding
Holder (such proportion is referred to herein as “Pro Rata”), that can be sold without exceeding the
Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares have not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding
the Maximum Number of Shares, Pro Rata.


 






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           2.1.5           Withdrawal. If a majority
in interest of the Demanding Holders disapproves of the terms of any underwriting, such majority in interest of the Demanding Holders
may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the Demanding Holders so withdraws the request for a Demand Registration in such event, then such registration shall not count
as a Demand Registration provided for in Section 2.1.


 


2.2           Piggy-Back Registration.


 


           2.2.1           Piggy-Back Rights. If
at any time on or after the Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect
to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders
of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Stockholder as soon as practicable
before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering,
and (y) offer to the Stockholder in such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such Stockholder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
In the event a Piggy-Back Registration involves an Underwriter or Underwriters, all holders of Registrable Securities proposing
to distribute their securities through such Piggy-Back Registration shall enter into an underwriting agreement in customary form
with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 






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           2.2.2           Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company
and the holders of Registrable Securities proposing to distribute their securities through such Piggy-Back Registration in writing
that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common
Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than
the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this
Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall
include in any such registration:


 


a)           If the registration is undertaken
for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Registrable Securities as to which registration has been requested pursuant to
this Agreement that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number
of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the
account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights
with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


b)           If the registration is a
“demand” registration undertaken at the demand of persons other than the Stockholder, (A) first, the shares of Common
Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of
Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares;
(C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable
Securities, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum
Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares.


 






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           2.2.3           Withdrawal. Any holder
of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to
written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3           Registrations on Form S-3.
The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale
of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request
through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed
registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of
all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice
from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section
2.3: (i) if Form S-3 is not available to the Company for such offering; or (ii) if the Stockholder, together with the holders of
any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section
2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3.           REGISTRATION PROCEDURES.


 


3.1           Filings; Information. Whenever
the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its
best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such request:


 


           3.1.1           Filing Registration Statement.
The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant
to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to
cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by
Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30)
days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President
or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further,
however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than
once in any 365-day period in respect of a Demand Registration hereunder.


 






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           3.1.2           Copies. The Company
shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
the Stockholder, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment
and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents
as the holders of the Registrable Securities or to legal counsel for any such holders may request in order to facilitate the disposition
of the Registrable Securities owned by such holder.


 


           3.1.3           Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 


           3.1.4           Notification. After
the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holder promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities
included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to
be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such
documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement
thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.


 






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           3.1.5           State Securities Laws Compliance.
The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of its intended plan of distribution) may request and (ii) take such action necessary
to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things
that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate
the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph
or subject itself to taxation in any such jurisdiction.


 


           3.1.6           Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities
included in such Registration Statement. No holder of Registrable Securities included in such Registration Statement shall not
be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such
holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such
holder’s material agreements and organizational documents, and with respect to written information relating to such holder
that such holder has furnished in writing expressly for inclusion in such Registration Statement.


 


           3.1.7           Cooperation. The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such
offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 






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           3.1.8           Records. The Company
shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained
by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them
in connection with such Registration Statement.


 


           3.1.9           Opinions and Comfort Letters.
The Company shall furnish to each holder of Registrable Securities included in such Registration Statement a signed counterpart,
addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter
from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


           3.1.10           Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


           3.1.11           Listing. The Company
shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a majority in interest of the Registrable
Securities included in such Registration Statement.


 


3.2           Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the
case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information,
the holders of Registrable Securities included in such Registration Statement shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the
supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 






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3.3           Registration Expenses. The
Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred
in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of
its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as
required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the
Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs
associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal
counsel selected by a majority in interest of the holders of Registrable Securities included in such Registration Statement. The
Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of shares each is selling in such offering.


 


3.4           Information. The holders of
Registrable Securities included in such Registration Statement shall provide such information as may reasonably be requested by
the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with Federal and applicable state securities laws.


 


4.           INDEMNIFICATION AND CONTRIBUTION.


 


4.1           Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Stockholder and each other holder of Registrable Securities, and each of
their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls such Stockholder or such other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Stockholder Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Stockholder Indemnified Party for any legal and any other expenses reasonably incurred
by such Stockholder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.


 






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4.2           Indemnification by Stockholder.
Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act
pursuant to this Agreement of any Registrable Securities held by such holder, indemnify and hold harmless the Company, each of
its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls
another selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages
or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required
to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and
shall reimburse the Company, its directors and officers, and each Underwriter, other selling holder or controlling person, for
any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim,
damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and
shall be limited to the amount of any net proceeds actually received by such selling holder.


 


4.3           Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure
by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against
the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent
that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the
Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the
Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by
such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim
or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4           Contribution.


 


           4.4.1           If the indemnification provided
for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability
or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


           4.4.2           The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred
to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 4.4, no holder of Registrable Securities shall not required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


 






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5.           UNDERWRITING AND DISTRIBUTION.


 


5.1           Rule 144. The Company covenants
that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the Stockholder may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.


 


6.           MISCELLANEOUS.


 


6.1           Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may
be freely assigned or delegated by such holder in conjunction with and to the extent of any transfer of Registrable Securities
by such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties,
to the permitted assigns of the Stockholders or holder of Registrable Securities or of any assignee of the Stockholders or holder
of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto
other than as expressly set forth in Article 4 and this Section 6.1.


 


6.2           Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following
timely delivery of such notice to a reputable air courier service with an order for next-day delivery.


 






    	13



    	 



    

 


To the Company:


 


Long Island Iced Tea Corp.

1193 Seven Oaks Rd.

Waynesboro, GA 30830

Telephone:

Facsimile:

E-mail:


with a copy to:


 


David Alan Miller, Esq.

Graubard Miller

405 Lexington Avenue

New York, New York 10174-1901

Telephone: 212-818-8880

Facsimile: 212-818-8881

Email: dmiller@graubard.com


 


To a Stockholder, to the address set forth below such
Stockholder’s name on Exhibit A hereto.


 


           6.3           Severability. This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible that is valid and enforceable.


 


           6.4           Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the
same instrument.


 


           6.5           Entire Agreement. This Agreement (including
all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


           6.6           Modifications and Amendments. No amendment,
modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.


 


           6.7           Titles and Headings. Titles and headings of
sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


           6.8           Waivers and Extensions. Any party to this
Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may
be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 






    	14



    	 



    

 


           6.9           Remedies Cumulative. In the event that the
Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Stockholders
or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any
one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


           6.10           Governing Law. This Agreement shall be governed
by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made
and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel
the application of the substantive laws of any other jurisdiction.


 


           6.11           Waiver of Trial by Jury. Each party hereby
irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Stockholders in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	15



    	 



    

 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be duly executed and delivered as of the date first written above.


 


 


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


 


 


 


 


 


 


 


 


 





[Company Signature Page to Registration
Rights Agreement]









    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be duly executed and delivered as of the date first written above.


 


 


	 	Philip Thomas
	 	Name
	 	 
	 	 
	 	/s/ Philip Thomas
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Thomas Panza
	 	Name
	 	 
	 	 
	 	/s/ Thomas Panza
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	 
	 	Paul Holtzman
	 	Name


 




    	 



    	 



    

 


 


	 	/s/ Paul Holtzman_
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Ivory Castle Limited
	 	Name
	 	 
	 	 
	 	/s/ Ivory Castle Limited on behalf of Zeehan Limited
	 	Signature
	 	 
	 	 
	 	Zeehan Limited
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	Sole Director of Ivory Castle Limited
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Scott Seaman
	 	Name
	 	 
	 	 
	 	/s/ Scott Seaman
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)


 


 




    	 



    	 



    

 


 





	 	Hans Peter Dydensborg
	 	Name
	 	 
	 	 
	 	/s/ Hans Peter Dydensborg
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Jeff Grunvald
	 	Name
	 	 
	 	 
	 	/s/ Jeff Grunvald
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Tom Malone Productions, Inc.
	 	Name
	 	 
	 	 
	 	/s/ Tom Malone
	 	Signature
	 	 
	 	 
	 	Tom Malone
	 	Name of Signatory (if an entity)


 


  




    	 



    	 



    

 


 


	 	Trustee
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	John J. King
	 	Name
	 	 
	 	 
	 	/s/ John J. King
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	J. King Foods Service Professionals, Inc.
	 	Name
	 	 
	 	 
	 	/s/ Gregory Ferraro
	 	Signature
	 	 
	 	 
	 	Gregory Ferraro
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	President
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	John P. McElgun
	 	Name
	 	 
	 	 
	 	/s/ John P. McElgun
	 	Signature


 


 




    	 



    	 



    

 


 


	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Gregory Ferraro
	 	Name
	 	 
	 	 
	 	/s/ Gregory Ferraro
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Joselyn Mendez
	 	Name
	 	 
	 	 
	 	/s/ Joselyn Mendez
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Scott Ewing
	 	Name




    	 



    	 



    

 


 


	 	/s/ Scott Ewing
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Mark Williams
	 	Name
	 	 
	 	 
	 	/s/ Mark Williams
	 	Signature
	 	 
	 	 
	 	 
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	 
	 	Title of Signature (if an entity)
	 	 
	 	 
	 	Bass Properties LLC
	 	Name
	 	 
	 	 
	 	/s/ Thomas Ritchie
	 	Signature
	 	 
	 	 
	 	Thomas Ritchie
	 	Name of Signatory (if an entity)
	 	 
	 	 
	 	President of Mana Kuleaua Corp., Manager
	 	Title of Signature (if an entity)