EXHIBIT 10.19 NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENT AGREEMENT made as of the 1st day of May, 2006 by and Seawright Holdings, Inc., maintaining its principal offices at 600 Cameron Street, Alexandria, VA 22314, (hereinafter...Consulting Agreement • July 17th, 2006 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Massachusetts
ESCROW AGREEMENT This ESCROW AGREEMENT is made and entered into this 20th day of August 2001, by and between Pre-Settlement Funding Corporation, a Delaware Corporation (the "Company"); Three Arrows Capital Corp. (the "Underwriter") and The Business...Escrow Agreement • August 28th, 2001 • Pre Settlement Funding Corp • Services-legal services • Virginia
RECITALSAsset Purchase Agreement • June 30th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
Typhoon Capital Consultants, LLC 3420 Ocean Park Boulevard, Suite 3020 Santa Monica, California 90405 March 15, 2001 Mr. Darryl Reed, President and CEO, and Mr. Joel Sens, Secretary and Treasurer Pre-Settlement Funding Corp. 927 S. Walter Reed Dr.,...Consulting Agreement • July 6th, 2001 • Pre Settlement Funding Corp • Services-legal services • California
NUMBER OF SHARESSubscription Agreement • July 6th, 2001 • Pre Settlement Funding Corp • Services-legal services • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of September 12, 2005, by and between Seawright Holdings, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at, 600 Cameron Street, Alexandria, VA 22314 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Holder”).
INVESTMENT AGREEMENTInvestment Agreement • September 16th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 12, 2005 by and between Seawright Holdings, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").
SECURITY AGREEMENTSecurity Agreement • December 12th, 2006 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Massachusetts
SECURITY AGREEMENT (this “Agreement”), dated as of December 6, 2006, by and among Seawright Holdings, Inc., a Delaware corporation (“Company”), and Dutchess Private Equities Fund, LP, a Delaware Limited partnership, as the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”) (sometimes hereinafter the Company and the Secured Party are collectively referred to as the “parties”).
ESCROW AGREEMENT This ESCROW AGREEMENT is made and entered into this 10th day of March 2001, by and between Pre-Settlement Funding Corporation, a Delaware Corporation (the "Company"); Three Arrows Capital Corp. (the "Underwriter") and The Business...Escrow Agreement • July 6th, 2001 • Pre Settlement Funding Corp • Services-legal services • Virginia
LAW OFFICE Emeka Njoku Emeka Njoku Licensed in MD 1513 TIMBER RIDGE LANE, Email Address SUITE 01 Of Counsel HYATTSVILLE, MD 20782 Emeka4law@cs.comConsulting Agreement • July 6th, 2001 • Pre Settlement Funding Corp • Services-legal services • Maryland
SECURITY AGREEMENTSecurity Agreement • June 21st, 2007 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 20th day of June, 2007, by SEAWRIGHT HODLINGS, INC., a Delaware corporation, having a mailing address at 600 Cameron Street, Alexandria, VA 22314, (the “Company”) and JOEL PATRICK SENS, a Virginia resident, having a mailing address of 600 Cameron Street, Alexandria, VA 22314, (“Sens”) (together with the Company, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).
SEAWRIGHT HOLDINGS, INC. STOCK PAYMENT AGREEMENTStock Payment Agreement • March 14th, 2012 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
AUGUST 20, 2004 SEAWRIGHT HOLDINGS, INC. (the "Company") Up to 1,000 Units at a Price of $3,000 per UnitPrivate Placement Memorandum • November 21st, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
FORM OFUnderwriting & Selling Agreement • August 28th, 2001 • Pre Settlement Funding Corp • Services-legal services
FORBEARANCE AGREEMENTForbearance Agreement • June 15th, 2011 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
THIS FORBEARANCE AGREEMENT (hereinafter referred to as the "Agreement") is made effective May 5, 2010 by and between SEAWRIGHT SPRINGS, LLC (hereinafter referred to as the "Borrower"), and PIERRE L. PALIAN, a Maryland resident having an address of 8120 Woodmont Ave., Suite 830, Bethesda, MD 20814 (hereinafter referred to as the "Lender"), who, in consideration of the mutual covenants herein and for Ten Dollars and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, agree as follows:
November 20, 2006Engagement Letter • December 12th, 2006 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • South Carolina
This engagement letter (the “Agreement”) is made and entered into as of the date above (the “Effective Date”), by and between Sequence Investment Partners, LLC, a South Carolina limited liability company (“Sequence”) and Seawright Holdings, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively hereinafter the “Company”), for the purpose of defining and acknowledging the terms of this Agreement.
EXHIBIT 10.20 DEED OF TRUST NOTE ------------------Deed of Trust Note • July 17th, 2006 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
STOCK PURCHASE AGREEMENT – REED/SENS/SSCStock Purchase Agreement • October 7th, 2003 • Pre Settlement Funding Corp • Services-legal services • Virginia
THIS STOCK PURCHASE AGREEMENT is entered into as of September 15, 2003, by and among Darryl Reed, a resident of the state of Virginia (“Reed”), Joel P. Sens, a resident of the state of Virginia (“Sens”) and Stafford Street Capital, LLC, a Delaware limited liability company (“SSC”).
Seawright Holdings, Inc. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • September 16th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
The undersigned, Seawright Holdings, Inc., a Delaware corporation (the “COMPANY”), hereby agrees with Jones, Byrd and Attkisson, Inc. (the “PLACEMENT AGENT”) as follows:
ASSIGNMENT OF CONTRACTAssignment of Contract • October 24th, 2003 • Seawright Holdings Inc • Services-legal services • Virginia
PURCHASE AND SALE AGREEMENT By and BetweenPurchase and Sale Agreement • October 24th, 2003 • Seawright Holdings Inc • Services-legal services • Virginia
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • July 17th, 2006 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Maryland
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
Exhibit 4.2 CONSULTING SERVICES AGREEMENT This Consulting Agreement ("Agreement"), dated _________________, 2003, is made by and between David Levy, an individual ("Consultant"), whose address is 3800 Charles Avenue, Alexandria, VA 22305 and Seawright...Consulting Services Agreement • January 8th, 2004 • Seawright Holdings Inc • Services-legal services • Virginia
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMSSettlement Agreement • June 15th, 2011 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS ("Agreement") is entered into this 10th day of November, 2009 by and between (i) JOEL PATRICKSENS and SEAWRIGHT HOLDINGS, INC. (collectively "Sens and Seawright"), on the one hand, and (ii) AMICUS FUNDING, INC. ("Amicus"), on the other hand.
EXHIBIT 10(i) VIRGINIA ASSOCIATION OF REALTORS(R) CONTRACT FOR PURCHASE OF UNIMPROVED PROPERTY (This is a legally binding contract, if not understood, seek competent advice before signing.) This CONTRACT FOR PURCHASE OF UNIMPROVED PROPERTY made as of...Contract for Purchase of Unimproved Property • May 23rd, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
EXHIBIT 1.01 VIRGINIA ASSOCIATION OF REALTORS(R) CONTRACT FOR PURCHASE OF UNIMPROVED PROPERTY This CONTRACT FOR PURCHASE OF UNIMPROVED PROPERTY made as of November 4, 2005, between I.H. Baker (the "Seller", whether one or more), whose address is 104...Contract for Purchase of Unimproved Property • December 19th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
DEED OF TRUSTDeed of Trust • June 15th, 2011 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
The Grantor is SEAWRIGHT SPRINGS, LLC, a Virginia limited liability company, by and through its president Joel Patrick Sens (hereinafter referred to as the "Borrower"). The Trustee is Robert B. Nealon, Esq., an authorized individual who resides in the Commonwealth of Virginia and bears an address of 119 N. Henry Street, Alexandria, Virginia 22314 ("Trustee").
EXHIBIT 10(ii) VIRGINIA ASSOCIATION OF REALTORS(R) CONTRACT FOR PURCHASE OF UNIMPROVED PROPERTY (This is a legally binding contract, if not understood, seek competent advice before signing.) This CONTRACT FOR PURCHASE OF UNIMPROVED PROPERTY made as of...Contract for Purchase of Unimproved Property • May 23rd, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters
Tax Map # 26 Parcels 94, 94A, Tax Map # 27 Parcel 2, 2B and SA Return to: Rhea & Miller, PCDeed of Trust • June 15th, 2011 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
THIS DEED OF TRUST, made this 5th day of May 2010, by and between, Seawright Spring, LLC, a Virginia limited liability company, party of the first part, (herein called "Grantor"); and Rhea & Miller, P.C, a Virginia professional corporation, party of the second part, 11 Terry Court, Staunton, Virginia 24401 (herein called the "Trustee"); and Kent Carr, his heirs and assigns, whose address is 10 South New Street, Staunton, VA 24401 (herein called "Beneficiary");
CONVERTIBLE NOTE CONVERSION AGREEMENTConvertible Note Conversion Agreement • September 4th, 2007 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Delaware
THIS CONVERTIBLE NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of March, 2007 by and between Seawright Holdings, Inc., a Delaware corporation (the “Company”), and the individual listed on the signature page hereto (the “Noteholder”).
EXHIBIT 4.1 Seawright Holdings Option Agreement 1. Introduction. The purpose of the Seawright Holdings Option Agreement and the related Consulting Agreement, hereinafter collectively referred to the Agreement, is to enable Seawright Holding, Inc., a...Option Agreement • January 8th, 2004 • Seawright Holdings Inc • Services-legal services • Delaware
AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • June 15th, 2011 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
This Settlement Agreement (the "Agreement") is made and effective as of the 22nd day of January 2011, by and between Theodore J. Kanakis "Kanakis"), as one party, and Seawright Holdings, Inc. ("Seawright") and Joel Patrick Sens ("Sens"), as the other party (collectively the "parties").
DEED OF TRUSTDeed of Trust • June 15th, 2011 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia
THIS DEED OF TRUST is made April 14, 2008, by SEAWRIGHT SPRINGS. LLC, a Virginia limited liability company and SEAWRIGHT HOLDINGS, INC., a Delaware corporation, as Grantors (jointly and severally hereinafter referred to as the "Grantor"), and PALMA COLLINS, a resident of, 3859 Centerview Dr., Suite 300, Chantilly VA 20151, Fairfax County, as Trustee and Grantee, (whether one or more hereinafter the "Trustees").
