Exhibit 10.5





 


EMPLOYMENT AGREEMENT





 


AGREEMENT dated as of May 27, 2015 between
PHILIP THOMAS, residing at ______________ (“Executive”), and Long Island Iced Tea Corp., a Delaware corporation having
its principal office at 116 Charlotte Avenue, Hicksville, NY 11801 (“Company”);


 


WHEREAS, Executive is currently employed
as Chief Executive Officer of Long Island Brand Beverages LLC (“LIBB”);


 


WHEREAS, the Company has entered into an
Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of December 31, 2014 and amended as of April
23, 2015, by and among the Company, Cullen Agricultural Holding Corp. (“Cullen Ag”), Cullen Merger Sub, Inc., LIBB
Acquisition Sub, LLC, LIBB and the founders of LIBB;


 


WHEREAS, the Company desires to enter into
an employment agreement with Executive to take effect upon consummation of the transactions contemplated by the Merger Agreement
(the “Commencement Date”); and


 


WHEREAS, Executive is willing to enter into
such employment agreement on the terms, conditions and provisions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the
mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereby agree as follows:


  


 


IT IS AGREED:


 


1.               Employment, Duties and Acceptance.


 


1.1           
General. During the Term (as defined in Section 2), the Company shall employ Executive in the position of
Chief Executive Officer of the Company and such other positions as shall be given to Executive by the Board of Directors of the
Company (the “Board”). In addition, Executive agrees to serve as Chairman of the Board. All of Executive’s powers
and authority in any capacity shall at all times be subject to the direction and control of the Company’s Board of Directors.
The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any
subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with
Executive’s status as Chief Executive Officer. The Company and Executive acknowledge that Executive’s primary functions
and duties as Chief Executive Officer shall be to be responsible for the day to day operations of the Company; working with the
board of directors to define long-term strategic initiatives; insuring that directives from the Board of Directors are implemented
to achieve maximum profitability of the Company’s operations, maximize shareholder value; and overseeing the operations of
the Company and its wholly owned subsidiaries. The Executive’s duties shall be similar to those customarily performed by
comparable officers of similar companies. The Company also appoints Executive as Chairman and Chief Executive Officer to all of
its subsidiaries.


 






    	 



    	 



    

 


1.2           
Full-Time Position. Executive accepts such employment and agrees to devote substantially all of his business
time, energies and attention to the performance of his duties hereunder. Nothing herein shall be construed as preventing Executive
from making and supervising personal investments, provided they will not interfere with the performance of Executive’s duties
hereunder or violate the provisions of Section 5.4 hereof.


 


1.3           
Location. Executive will perform his duties in or around Hicksville, New York. Executive shall undertake such
occasional travel, within or outside the United States, as is reasonably necessary in the interests of the Company.


 


2.               Term. The term of Executive’s employment hereunder shall commence on the Commencement Date and shall
continue until the second anniversary of the Commencement Date (“Term”) unless terminated earlier as hereinafter provided
in this Agreement, or unless extended by mutual written agreement of the Company and Executive. This Agreement shall become null
and void in the event of the termination of the Merger Agreement prior to the consummation of the transactions contemplated thereby.
Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become effective only upon consummation of
the transactions contemplated by the Merger Agreement. Unless the Company and Executive have otherwise agreed in writing, if Executive
continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and
conditions provided for in this Agreement, except that his employment will be on an “at will” basis and the provisions
of Sections 4.4 and 4.6(c) shall no longer be in effect.


 






    	 



    	 



    

 


3.               Compensation and Benefits.


 


3.1           
Salary. The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of $150,000.
Executive’s compensation shall be paid in equal, periodic installments in accordance with the Company’s normal payroll
procedures.


 


3.2           
Incentives. For the period from the Commencement Date until December 31st, 2015, the Executive
shall be paid a bonus (“Bonus”) of up to 50% of the Base Salary. The incentive paid (if any) will be determined by
the Board at their discretion. The Bonus will be paid in cash or stock as per the recommendation of the Board..


 


3.3           
Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally
afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation
in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available
generally to executive employees from time to time. If the benefits in this Section 3.3 are not implemented by the date being six
(6) months from the Commencement Date the Executive will accept by way of substitution the sum of $500.00 per month for the period
until the benefits are made available to the Executive.


 


3.4           
Vacation and Sick Days. Executive shall be entitled to twenty (20) days of paid vacation and five (5) days
of paid sick days in each year during the Term and to a reasonable number of other days off for religious and personal reasons
in accordance with customary Company policy.


 


3.5           
Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably
incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him
in the conduct of the business of the Company against itemized vouchers submitted with respect to any such expenses and approved
in accordance with customary procedures.


 


3.6           
Stock Options. Subject to approval by the Board, the Company shall grant Executive an option (“Option”)
to purchase 80,000 shares of the Company’s Common Stock under the Company’s 2015 Long-Term Incentive Equity Plan, such
Option to vest quarterly in equal portions over the Term and have an exercise price of $3.75. The duration of the Option is for
a five year period ending on the fifth anniversary of the Commencement Date.


 






    	 



    	 



    

 


4.               Termination.


 


4.1           
Death. If Executive dies during the Term, Executive’s employment hereunder shall terminate and the Company
shall pay to Executive’s estate the amount set forth in Section 4.6(a).


 


4.2           
Disability. The Company, by written notice to Executive, may terminate Executive’s employment hereunder
if Executive shall fail because of illness or incapacity to render services of the character contemplated by this Agreement for
six (6) consecutive months. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(a).


 


4.3           
By Company for “Cause”. The Company, by written notice to Executive, may terminate Executive’s
employment hereunder for “Cause”. As used herein, “Cause” shall mean: (a) the refusal or failure by Executive
to carry out specific directions of the Board which are of a material nature and consistent with his status as Chief Executive
Officer (or whichever positions Executive holds at such time), or the refusal or failure by Executive to perform a material part
of Executive’s duties hereunder; (b) the commission by Executive of a material breach of any of the provisions of this Agreement;
(c) fraud or dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates (“dishonest”
for these purposes shall mean Executive’s knowingly or recklessly making of a material misstatement or omission for his personal
benefit); or (d) the conviction of Executive of a felony under federal or state law. Notwithstanding the foregoing, no “Cause”
for termination shall be deemed to exist with respect to Executive’s acts described in clauses (a) or (b) above, unless the
Company shall have given written notice to Executive within a period not to exceed ten (10) calendar days of the initial existence
of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after
such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided,
however, no more than two cure periods need be provided during any twelve-month period. Upon such termination, the Company shall
pay to Executive the amount set forth in Section 4.6(b).


 






    	 



    	 



    

 


4.4           
By Executive for “Good Reason”. The Executive, by written notice to the Company, may terminate
Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason”
shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial
and material adverse change in the nature of Executive’s title, duties and/or responsibilities with the Company that represents
a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”);
(b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless
the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership
of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s
acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period
not to exceed ten (10) calendar days of the Executive’s knowledge of the initial existence of the occurrence, specifying
the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company
shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that
no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon
such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c).


 


4.5           
By Company Without “Cause”. The Company may terminate Executive’s employment hereunder without
“Cause” by giving at least thirty (30) days written notice to Executive. Upon such termination, the Company shall pay
to Executive the amount set forth in Section 4.6(c).


 


4.6           
Compensation Upon Termination. In the event that Executive’s employment hereunder is terminated, the
Company shall pay to Executive the following compensation:


 


(a)          Payment Upon Death or Disability. In the event that Executive’s employment is terminated pursuant to
Sections 4.1 or 4.2, the Company shall no longer be under any obligation to Executive or his legal representatives pursuant to
this Agreement except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii)
all valid expense reimbursements; (iii) all accrued but unused vacation pay; and (iv) all earned and previously approved but unpaid
Bonuses for any year prior to the year of termination.


 






    	 



    	 



    

 


(b)          Payment Upon Termination by the Company For “Cause”. In the event that the Company terminates
Executive’s employment hereunder pursuant to Section 4.3, the Company shall have no further obligations to the Executive
hereunder, except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all
valid expense reimbursements; and (iii) all unused vacation pay through the date of termination required by law to be paid.


 


(c)          Payment Upon Termination by Company Without Cause or by Executive for Good Reason. In the event that Executive’s
employment is terminated pursuant to Sections 4.4 or 4.5, the Company shall have no further obligations to Executive hereunder
except for: (i) six (6) months of Base Salary due Executive pursuant to Section 3.1; (ii) all valid expense reimbursements; and
(iii) all accrued but unused vacation pay (pro rata for the period to the date of termination).


 


(d)          Executive shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation
paid or payable to Executive from sources other than the Company will not offset or terminate the Company’s obligation to
pay to Executive the full amounts pursuant to this Agreement.


 


5.               Protection of Confidential Information; Non-Competition.


 


5.1           
Acknowledgment. Executive acknowledges that:


 


(a)          As a result of his employment with the Company, Executive has obtained and will obtain secret and confidential information
concerning the business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”),
including, without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and
sources (“Confidential Information”).


 


(b)          The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment
with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information.


 






    	 



    	 



    

 


(c)          The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company.


 


5.2         Confidentiality. Executive agrees that he will not at any time, during the Term or thereafter, divulge to
any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except
(i) in the course of performing his 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 Executive’s breach of any of his obligations
hereunder; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required
to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more
than 48 hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Company
and, at the Company’s expense, Executive 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.


 


5.3         Documents. Upon termination of his employment with the Company, Executive will promptly deliver to the Company
all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to
the business of the Company and all property associated therewith, which he may then possess or have under his control; provided,
however, that Executive shall be entitled to retain copies of such documents reasonably necessary to document his financial relationship
with the Company.


 


5.4         Non-Competition. For and in consideration of the transactions contemplated by the Merger Agreement and the
consideration the Executive will receive as a result thereby, Executive hereby agrees as follows:


 


(a)            Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined
below), for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, limited liability
company, corporation or business of whatever nature:


 






    	 



    	 



    

 


(i)        engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a managerial
capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity
that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive
with the business of the Company that is located within seventy-five (75) miles of any market in which Company currently operates
or has plans to do business in at the time of termination;


 


(ii)       call upon any person who is at that time, or within the preceding twenty-four (24) months has been, an employee of
the Company, for the purpose, or with the intent, of enticing such employee away from, or out of, the employ of the Company or
for the purpose of hiring such person for Executive or any other person or entity, unless any such person was terminated by the
Company more than six (6) months prior thereto;


 


(iii)      call upon any person who, or entity that is then or that has been within one year prior to that time, a customer
of the Company, for the purpose of soliciting or selling products or services in competition with the Company; or


 


(iv)      call upon any prospective acquisition or investment candidate, on the Executive’s own behalf or on behalf of
any other person or entity, which candidate was known by Executive to have, within the previous twenty-four (24) months, been called
upon by the Company or for which the Company made an acquisition or investment analysis or contemplated a joint marketing or joint
venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture
arrangement.





 


For purposes of this Section 5:


 


		·	the term “Company” shall be deemed to include the Company, Cullen Ag, LIBB and any of its respective subsidiaries;
and



 


		·	the term “Applicable Period” shall mean two (2) years from the consummation of the Merger Agreement.



 






    	 



    	 



    

 


5.5           
Injunctive Relief. If Executive commits a breach, or threatens to commit a breach, of any of the provisions
of Section 5.2 or 5.4, the Company shall have the right and remedy to seek to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive 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 5.5 shall be in addition to, and not in lieu of, any other rights and remedies available to
the Company under law or equity. In connection with any legal action or proceeding arising out of or relating to this Agreement,
the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’
fees and costs incurred by the prevailing party.


 


5.6           
Modification. If any provision of Section 5.2 or 5.4 is held to be unenforceable because of the scope, duration
or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area,
or all of them, and such provision or provisions shall then be applicable in such modified form.


 


5.7           
Survival. The provisions of this Section 5 shall survive the termination of this Agreement for any reason.


 


6.               Miscellaneous Provisions.


 


6.1           
Notices. All notices provided for in this Agreement shall be in writing, and shall be deemed to have been
duly given when (i) delivered personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by
certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, 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 6.1. All notices shall be deemed to have been given as of the date of personal delivery or mailing thereof.


  


If to Executive:


 


Philip
Thomas


 






    	 



    	 



    

 


If to the Company:


 


Long
Island Iced Tea Corp.


116
Charlotte Avenue


Hicksville, NY 11801


 


With a copy in either case to:


 


Graubard
Miller


405
Lexington Avenue


New
York, New York 10174


Attn:
David Alan Miller/Jeffrey M. Gallant


 


6.2           
Entire Agreement; Waiver. This Agreement sets forth the entire agreement of the parties relating to the employment
of Executive and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement
may be waived or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure
of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to
enforce such provision.


 


6.3           
Governing Law. All questions with respect to the construction of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made
and to be performed entirely in New York.


 


6.4           
Binding Effect; Nonassignability. This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company. This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding
upon Executive’s heirs and legal representatives.


 


6.5           
Severability. Should any provision of this Agreement become legally unenforceable, no other provision of this
Agreement shall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.


 


6.6           
Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue
Code (“Section 409A”). To the extent that any payments and/or benefits provided hereunder are not considered compliant
with Section 409A, the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become
compliant.


 


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.


 


 


 


LONG ISLAND ICED TEA CORP.


 


/s/ James Meehan


By:     James Meehan


Title:  Chief
Accounting Officer


 


 


 


/s/ Philip Thomas


PHILIP THOMAS