0001144204-15-071225 Sample Contracts

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • December 16th, 2015 • Long Island Iced Tea Corp. • Beverages • New York

THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of December 3, 2015, by and among, Long Island Iced Tea Corp., a corporation duly organized and validly existing under the laws of the State of Delaware (“Parent” or the “Securing Party”); Brentwood LIIT Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Lender”); and Graubard Miller, as escrow agent (as defined below) (in such capacity, together with its successors in such capacity, the “Escrow Agent,” and together with Securing Party and the Secured Party (as defined below), the “Parties”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2015 • Long Island Iced Tea Corp. • Beverages • New York

This Registration Rights Agreement (the “Agreement”), dated as of December 3, 2015, is entered into by and among Long Island Brand Beverages LLC, a New York limited liability company (“Borrower”), Long Island Iced Tea Corp., a Delaware corporation (“Parent”), and Brentwood LIIT Inc., a Delaware corporation (the “Lender”).

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