PURPLE BEVERAGE COMPANY, INC.Warrant Agreement • October 10th, 2008 • Purple Beverage Company, Inc. • Beverages • Florida
THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 24, 2008, by and between the Company and the Investor.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 17th, 2007 • Red Carpet Entertainment Inc • Services-personal services • Nevada
This Stock Repurchase Agreement (this “Agreement”) is made and entered into effective as of December 12, 2007, by and between Red Carpet Entertainment, Inc., a Nevada corporation (the “Company”), and Christopher Johnson and Lissa Johnson (collectively, the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2008 • Purple Beverage Company, Inc. • Services-personal services • Florida
This Employment Agreement (the “Agreement”) is entered into as of March 19, 2008, by and between Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and Michael W. Wallace (“Employee”). The parties hereto agree as follows:
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 13th, 2007 • Red Carpet Entertainment Inc • Services-personal services • Nevada
This Stock Repurchase Agreement (this “Agreement”) is made and entered into effective as of December 12, 2007, by and between Red Carpet Entertainment, Inc., a Nevada corporation (the “Company”), and Christopher Johnson and Lissa Johnson (collectively, the “Stockholder”).
PURPLE BEVERAGE COMPANY, INC.Warrant Agreement • October 10th, 2008 • Purple Beverage Company, Inc. • Beverages • Florida
THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 24, 2008, by and between the Company and the Investor.
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DISTRIBUTION AGREEMENTDistribution Agreement • July 22nd, 2008 • Purple Beverage Company, Inc. • Beverages • Connecticut
This Distribution Agreement (the "Agreement") is dated as of the 26th day of March , 2008 and is by and between PURPLE BEVERAGE COMPANY, Inc a Nevada corporation (hereinafter called "Supplier" (the "Supplier"), with its principal place of business at 450 East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301 and B & E Juice Co. (the "Distributor" and sometimes collectively referred to herein with the Supplier as the "Parties"), a Connecticut Corporation with its principal place of business at 1085 Connecticut Ave., Bridgeport, Connecticut 06607 (the "Premises").
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2007 • Red Carpet Entertainment Inc • Services-personal services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of ____________, 2007, by and among Purple Beverage Company, Inc. (formerly Red Carpet Entertainment, Inc.), a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
PURPLE BEVERAGE COMPANY, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 10th, 2008 • Purple Beverage Company, Inc. • Beverages • Florida
The undersigned, Ben Rabinowitz, hereby subscribes to purchase the securities (the “Securities”) of Purple Beverage Company, Inc., a Nevada corporation (the “Company”), consisting of a promissory note in the face amount of up to $3,000,000 (the “Note”), in the form attached hereto as Exhibit A; up to 600,000 shares (the “Shares”) of the Company’s Common Stock (such number of Shares to be calculated on a pro rata basis determined by the face amount of the Note); a two-year warrant, in the form attached hereto as Exhibit B (the “A Warrant”), to purchase up to 600,000 shares of the Company’s Common Stock (the number of shares of the Company’s Common Stock underlying the A Warrant to be calculated on a pro rata basis as determined by the face amount of the Note) at an exercise price of $2.00 per underlying share (the “Initial A Warrant Exercise Price”); and a two-year warrant, in the form attached hereto as Exhibit C (the “B Warrant;” together with A Warrant, the “Warrants”), to purchase u
AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCKSubscription Agreement • September 4th, 2008 • Purple Beverage Company, Inc. • Beverages
This Amendment to the Subscription Agreement and to Common Stock Purchase Warrant to purchase shares of common stock, par value $0.001 per share (the “Common Stock”) of Purple Beverage Company, Inc. (this “Amendment”), is effective as of September __, 2008, by Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”). The Company and Holder are, together, the “Parties.”
PURPLE BEVERAGE COMPANY, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2008 • Purple Beverage Company, Inc. • Beverages • New York
The undersigned, Jay-2 Investments, LLC, a California limited liability company, hereby subscribes to purchase the securities (the “Securities”) of Purple Beverage Company, Inc., a Nevada corporation (the “Company”), consisting of a promissory note in the face amount of $1,000,000 (the “Note”), in the form attached hereto as Exhibit A; not less than 200,000 shares (the “Shares”) of the Company’s $.001 par value Common Stock (“Common Stock”); a two-year warrant, in the form attached hereto as Exhibit B (the “A Warrant”), to purchase up to 200,000 shares of the Company’s Common Stock (the number of shares of the Company’s Common Stock underlying the A Warrant to be calculated on a pro rata basis as determined by the face amount of the Note) at an exercise price of $2.00 per underlying share (the “Initial Warrant Exercise Price”), in accordance with this agreement. This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion for any cause or fo
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 24th, 2006 • Red Carpet Entertainment Inc • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June 30, 2005, by and among Red Carpet Entertainment, Inc., a Nevada corporation (“Red Carpet”), and Chris Johnson, an individual stockholder of Red Carpet (the “Red Carpet Stockholder”) on the one hand, and Landes Daily, Inc., a California corporation (“Landes Daily”) and Richard Landes, an individual shareholder of Landes Daily, and Renee Raimondi, an individual shareholder of Landes Daily (collectively, the “Landes Daily Shareholders”) on the other hand. The Landes Daily Shareholders are collectively referred to herein as the “Purchasers,” each a “Purchaser.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2008 • Purple Beverage Company, Inc. • Services-personal services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 2nd day of April, 2008, by and among Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the individuals and entities who have executed this Agreement and are identified on the signature page hereto (each, a “Holder,” and collectively, the “Holders”).
PURPLE BEVERAGE COMPANY, INC.Warrant Agreement • October 10th, 2008 • Purple Beverage Company, Inc. • Beverages • Florida
THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 6, 2008, by and between the Company and the Investor.
JOINT FILING AGREEMENT May 6, 2008Joint Filing Agreement • May 6th, 2008 • Purple Beverage Company, Inc. • Beverages
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
LOCKUP AGREEMENTLockup Agreement • December 17th, 2007 • Red Carpet Entertainment Inc • Services-personal services • New York
This AGREEMENT (the “Agreement”) is made as of the 12 day of December, 2007, by _______________________ (“Holder”), maintaining an address at _______________________, facsimile: (___) ___-____, in connection with his or its ownership of shares of Purple Beverage Company, Inc., a Nevada corporation (the “Company”).
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DISTRIBUTION AGREEMENTDistribution Agreement • July 22nd, 2008 • Purple Beverage Company, Inc. • Beverages • Florida
THIS DISTRIBUTION AGREEMENT ("Agreement") is made this 24th day of January, 2008, by and between PURPLE BEVERAGE COMPANY INC, a Nevada corporation d/b/a Purple Beverage (hereinafter called "Supplier" or the "Company") whose address is 450 East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301 and Crosset Company an Ohio corporation (hereinafter called "Distributor") whose address is 10295 Toebben Drive, Independence, Kentucky 41051.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2008 • Purple Beverage Company, Inc. • Services-personal services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 2nd day of April, 2008, by and among Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the individuals and entities who have executed this Agreement and are identified on the signature page hereto (each, an “Investor,” and collectively, the “Investors”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT Issued Pursuant to the Resolution of the Board of Directors of Purple Beverage Company, Inc.Nonqualified Stock Option Award Agreement • May 2nd, 2008 • Purple Beverage Company, Inc. • Services-personal services • Nevada
THIS OPTION AWARD AGREEMENT (“Agreement”), effective March 25, 2008 (the “Date of Grant”) represents the grant of a nonqualified stock option (“Option”) by Purple Beverage Company, Inc. (the “Company”), to Mariano Rivera (the “Holder”). The Option granted hereby is not intended to be an “Incentive Stock Option,” within the meaning of Section 422 of the Internal Revenue Code.
CONSULTING AGREEMENTConsulting Agreement • September 16th, 2008 • Purple Beverage Company, Inc. • Beverages • New York
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of September 15, 2008, by and between Purple Beverage Company, Inc., a Nevada corporation (the “Company”) and Barry Honig, an individual (the “Consultant”).
Re: Amendment to December 2007 Subscription AgreementSubscription Agreement • November 20th, 2008 • Purple Beverage Company, Inc. • Beverages
Purple Beverage Company, Inc. (the “Company”) has been offered the opportunity to receive financing from a third party lender pursuant to which the Company shall issue and sell to the lender one or more debentures at a conversion price that will be set at a 20% discount to market. Subject to certain conditions and at the option of the lender, the Company may raise up to a maximum aggregate amount of $6,000,000 in connection with this financing, in four tranches of up to $1.5 million each, with a minimum of $250,000 to be advanced at the initial closing. Although the Company is currently negotiating definitive documents with the lender, there can be no assurance that this financing will be consummated.
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 17th, 2007 • Red Carpet Entertainment Inc • Services-personal services • Nevada
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 12, 2007, by and among Venture Beverage Company, a Nevada corporation, with its principal office at 450 East Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida, 33301 (“Venture”), Red Carpet Entertainment, Inc., a Nevada corporation, with its principal office at 400 Corporate Pointe, Suite 300, Culver City, California, 90230 (“Red”), and Purple Acquisition Corp., a newly-formed wholly-owned subsidiary of Red (“Acquisition Sub”).
WARRANT ASSIGNMENT AGREEMENTWarrant Assignment Agreement • September 4th, 2008 • Purple Beverage Company, Inc. • Beverages • New York
This Warrant Assignment Agreement (this “Assignment”) is made and entered into as of the ___ day of September 2008 (the “Effective Date”), by and between ________________ (the “Assignor”) and _______________ (the “Assignee”).
AMENDMENT TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCK PURCHASE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PURPLE BEVERAGE COMPANY, INC.Subscription Agreement and Common Stock Purchase Warrant Amendment • April 4th, 2008 • Purple Beverage Company, Inc. • Services-personal services
This Amendment to the Subscription Agreement and to Common Stock Purchase Warrant to purchase shares of Common Stock of Purple Beverage Company, Inc. (this “Amendment”), is effective as of April 2, 2008, by Purple Beverage Company, Inc., a Nevada corporation (the “Company”), in favor of the undersigned holder (the “Holder”). The Company and Holder are, together, the “Parties.”
ADDENDUM TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2008 • Purple Beverage Company, Inc. • Services-personal services
THIS ADDENDUM TO SUBSCRIPTION AGREEMENT (this “Addendum”), is dated as of April 2, 2008, by and among Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each, a “March Subscriber” and, collectively, the “March Subscribers”).
AGREEMENTConsulting Agreement • May 2nd, 2008 • Purple Beverage Company, Inc. • Services-personal services
This Agreement (the “Agreement”) made this 25th day of March 2008, is by and between Purple Beverage Company (the “Company”) and Esquire Sports Marketing L.L.C.. (“Esquire”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2007 • Red Carpet Entertainment Inc • Services-personal services • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 12, 2007, between Purple Beverage Company, Inc., a Nevada corporation having its principal office in Florida (the “Company”), and Theodore Farnsworth (the “Employee”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT Issued Pursuant to the Purple Beverage Company, Inc. 2007 Incentive PlanNonqualified Stock Option Award Agreement • December 17th, 2007 • Red Carpet Entertainment Inc • Services-personal services • New York
THIS OPTION AWARD AGREEMENT (“Agreement”), effective ______, (the “Date of Grant”) represents the grant of an incentive stock option (“Option”) by Purple Beverage Company, Inc. (the “Company”), to ___________________ (the “Participant”) pursuant to the provisions of the Purple Beverage Company, Inc. 2007 Incentive Plan adopted ______ __, 2007 and approved by shareholders ____ __, 2007 (the “Plan”), as may be amended from time to time. The Option granted hereby is not intended to be an “ISO”, as such term is defined in the Plan, within the meaning of Section 422 of the Code.
AMENDMENT NO. 3 TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCK PURCHASE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PURPLE BEVERAGE COMPANY, INC.Subscription Agreement and Common Stock Purchase Warrant • September 16th, 2008 • Purple Beverage Company, Inc. • Beverages
This Amendment to the Subscription Agreement and to Common Stock Purchase Warrant to purchase shares of common stock, par value $0.001 per share (the “Common Stock”) of Purple Beverage Company, Inc. (this “Amendment”), is effective as of September __, 2008, by Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”). The Company and Holder are, together, the “Parties.”
ENDORSEMENT AGREEMENTEndorsement Agreement • May 2nd, 2008 • Purple Beverage Company, Inc. • Services-personal services • New York
THIS ENDORSEMENT AGREEMENT (“Agreement”) is entered into as of March 25, 2008 by and among Purple Beverage Company (“Buyer”), and Mariano Rivera (“Athlete”), in connection with the endorsement of, and the advertising and promotion for, Buyer’s product PURPLE (“Endorsed Product”).
