Exhibit 4.1(v) -------------- FORM OF LOCK-UP AGREEMENT ------------------------- Board of Directors U.S.A. Sunrise Incorporated Gentlemen: The undersigned, a beneficial owner of the common stock of Sunrise U.S.A. Incorporated, (the "Company"),...Lock-Up Agreement • June 4th, 2004 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The undersigned, a beneficial owner of the common stock of Sunrise U.S.A. Incorporated, (the "Company"), $0.0001 par value per share (the "Common Stock"), understands that the Company has filed with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (File No. 000-50370) (the "Registration Statement"), for the registration of certain shares of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no public trading in the Company's securities until such time as the Company successfully implements its business plan as described in the Registration Statement.
LOCK-UP AGREEMENT May 21, 2004 Board of Directors U.S.A. Sunrise Incorporated Gentlemen: The undersigned, a beneficial owner of the common stock of Sunrise U.S.A. Incorporated, (the "Company"), $0.0001 par value per share (the "Common Stock"),...Lock-Up Agreement • November 15th, 2004 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The undersigned, a beneficial owner of the common stock of Sunrise U.S.A. Incorporated, (the "Company"), $0.0001 par value per share (the "Common Stock"), understands that the Company has filed with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (File No. 000-50370) (the "Registration Statement"), for the registration of certain shares of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no public trading in the Company's securities until such time as the Company successfully implements its business plan as described in the Registration Statement.
SECURITY AGREEMENTSecurity Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of MAY 15, 2013, by and among PREMIER BEVERAGE GROUP, CORP., a Nevada corporation (“Company”), and Company’s undersigned subsidiaries (the “Subsidiaries” and, collectively with the Company, the “Grantors”), in favor of [ ] (“the “Secured Party”).
EXHIBIT 10.6 QUIT CLAIM DEED AND RELEASE U.S.A. SUNRISE BEVERAGES, INC., a South Dakota corporation,Quit Claim Deed • July 20th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of MAY 15, 2013 (the “Effective Date”), by and among [ ] (“Buyer”) and PREMIER BEVERAGE GROUP, CORP. (“Company”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Security Agreement entered into on even date herewith by and between Company and Buyer.
STOCK PURCHASE AGREEMENT AMONG THE PURCHASERS EXECUTING THIS AGREEMENT AND OMAR BARRIENTOS AND OTHER STOCKHOLDERS OF U.S.A SUNRISE BEVERAGE, INC. September --, 2002Stock Purchase Agreement • March 11th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • South Dakota
EXHIBIT 4.7 (iii) SUBSCRIPTION AGREEMENT Subject to the terms and conditions hereinafter set forth, the undersigned (the "Subscriber"), hereby subscribes and purchases the securities of SUNRISE U.S.A. INCORPORATED ("USA" or the "Company") a Nevada...Subscription Agreement • July 20th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Delaware
INVESTOR RELATIONS PROGRAM AGREEMENTInvestor Relations Program Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
April 3, 2006 Mr. Paul Ressler, President Pukka USA, Inc. 892 North 340 East American Fork, Utah 84003 Dear Mr. Ressler, This letter agreement is between Pukka USA, Inc. (the “Company") and Transcontinental Media, Ltd ("Transcontinental") and, in that regard, the parties agree as follows: 1. Term. This letter agreement will commence on April 3, 2006, and expire on March 31, 2007. 2. IR Fees. The Company will pay Transcontinental warrants to purchase 1,200,000 shares of its common stock, exercisable at $.001 per share for implementation of its Investor Relations ("IR") Program. The Company agrees to include the foregoing shares in the next registration statement filed by the Company with the Securities and Exchange Commission. 3. IR Services. Transcontinental, in consideration of the above fee, will perform the following services for the Company; however, such services will be subject to the Company's written or oral approval: A. Arrange an initial visit between
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • Hybrid Dynamics CORP • Bottled & canned soft drinks & carbonated waters
THIS EMPLOYMENT AGREEMENT is entered into as of the 13th day of October 2006, by and between Darren Jensen (the "EMPLOYEE") and HYBRID DYNAMICS, INC. (the “EMPLOYER"). I. EMPLOYMENT EMPLOYER employs EMPLOYEE, and EMPLOYEE accepts employment with EMPLOYER, on the terms and conditions set forth in this Agreement. II. TERMS OF EMPLOYMENT The employment relationship between EMPLOYEE and EMPLOYER may be terminated as follows: (A) During the first ninety (90) days of employment, either party may terminate without prior notice and for any reason whatsoever, or for no reason and without cause; or (B) After the first ninety (90) days of employment, either party may terminate for any reason whatsoever, or for no reason and without cause, upon the giving of (i) two weeks' written notice to the other party or (ii) pay equal to two (2) weeks of EMPLOYEE's salary in lieu of such notice; or (C) At any time, EMPLOYER may terminate EMPLOYEE without prior notice if EMPLOYEE materially f
EXHIBIT 4.5 (iii) Payment Agreement for John E. Rayl AGREEMENT THIS AGREEMENT dated as of the 31th day of March, 2003, by and among SUNRISE U.S.A. INCORPORATED., a Nevada corporation with its principal executive offices located at 3928 Bowdoin St. Des...Payment Agreement • July 20th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Ohio
LOAN AGREEMENTLoan Agreement • July 20th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
Exhibit 4.1(iv)(a) ------------------ ESCROW AGREEMENT ----------------- AGREEMENT made this 3rd day of May, 2004 by Sunrise USA Incorporated, 3928 Bowdoin Street, DesMoines, Iowa 50313, (the "Issuer"), and Charles A. Koenig, Attorney At Law, 326...Escrow Agreement • November 15th, 2004 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Ohio
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 23rd, 2011 • Premier Beverage Group Corp • Beverages • New York
This Agreement and Plan of Merger (hereinafter “Merger” or the “Agreement”) is made and entered into as of October 7, 2011, by and among DAM Holdings, Inc., a Nevada corporation ("DAMH"), OSO Beverage Corp., a Delaware corporation (“MergerSub”), OSO USA LLC, a Delaware limited liability company ("OSO") and the principal member of OSO identified in Schedule A hereto (the “OSO Principal Member”).
PREMIER BEVERAGE GROUP CORP.Consulting Agreement • September 13th, 2013 • Premier Beverage Group Corp • Beverages • New York
THIS 2011 CONSULTING AGREEMENT AND PLAN (“Agreement and Plan”) made and entered into this 27th day of December, 2011 and effective as of October 1, 2011 by and between PREMIER BEVERAGE GROUP CORP. (together with its successors, the “Company”), a Nevada corporation located at 501 Madison Avenue, Suite 501, New York, NY 10022, and CORE EQUITY GROUP, LLC (“Consultant”).
CORPORATE SERVICES AGREEMENTCorporate Services Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
AGREEMENT, made as of this 1st day of January 2006, between Pukka USA, Inc. a Utah corporation with its offices at 892 North 340 East, American Fork, Utah, 84003 (hereinafter known as the “Company”) and Birchwood Capital Advisors Group, Inc. with its offices at 264 Union Blvd, First Floor, Totowa, NJ, 07512 hereinafter Known as the "Consultant". WHEREAS, the Consultant is in the business of providing management consulting , corporate advisory and capital advisory services. WHEREAS, the Company desires to retain the Consultant to perform consulting services in connection with the Company's business affairs on a non-exclusive basis, and the Consultant is willing to undertake to provide such services on that basis and as hereinafter set forth. NOW, THEREFORE, the parties agree as follows: 1. TERM OF AGREEMENT. The term of the agreement shall be one (1) years from the date signed herein. 2. NATURE OF SERVICES. The Consultant will use his best efforts and render advice and
NON-EXCLUSIVE DISTRIBUTION AGREEMENTNon-Exclusive Distribution Agreement • August 30th, 2007 • Hybrid Dynamics Corp • Bottled & canned soft drinks & carbonated waters • Texas
This Non-exclusive Distribution Agreement ("Agreement"), dated June 21, 2006 (the "Effective Date"), is entered into by and between MICROTRAK GPS, INC. ("Manufacturer"), a Nevada corporation with an address of 9109 LBJ Frwy, Ste 100, Dallas TX 75230, and TRIDENT MERCHANT GROUP, INC. ("Distributor"), a Nevada corporation having an address of P.O. Box 21147, Columbus, OH 43221.
PLAN AND AGREEMENT OF STOCK EXCHANGE AMONG HYBRID DYNAMICS CORPORATION PUKKA USA, INC. AND THE SHAREHOLDERS OF INFOMAC CORPORATION DATED August 23, 2007Plan and Agreement of Stock Exchange • August 30th, 2007 • Hybrid Dynamics Corp • Bottled & canned soft drinks & carbonated waters • Nevada
TABLE OF CONTENTS PLAN AND AGREEMENT OF REORGANIZATION AGREEMENT Section 1 - Transfer of Shares Section 2 - Issuance of EXCHANGE SHARES to OWNERS Section 3 – Intentionally Left Blank Section 4 – Closing Section 5 - Representations and Warranties by ACQUIREE and OWNERS Section 6 - Representations and Warranties by ACQUIROR Section 7 - Access and Information Section 8 - Covenants of ACQUIREE and OWNERS Section 9 - Covenants of ACQUIROR Section 10 - Additional Covenants of the Parties Section 11 - Non-Survival of Representations, Warranties and Covenants Section 12 - Conditions Precedent to Obligations of Parties Section 13 - Termination, Amendment, Waiver Section 14 – Miscellaneous
ASSUMPTION AND INDEMNIFICATION AGREEMENTAssumption and Indemnification Agreement • October 27th, 2011 • Dam Holdings Inc • Beverages
This Agreement (this “Agreement”) is made and entered into as of October 27, 2011 by and among DAM Holding, Inc. (“DAMH”) and Delaware American Motors, Inc. (“DAMINC”) together with its wholly-owned subsidiary, Delaware American Motors, LLC (“DAMLLC”) (DAMINC and DAMLLC collectively referred to as the “Subsidiary”).
EXHIBIT 10.1 LETTER OF INTENT AGREEMENT This Letter of Intent Agreement is made and entered into this 15th day of March 31, 2003, between Paul Miller Senior Trust, hereinafter referred to as PMST and Sunrise U.S.A Incorporated, hereinafter referred to...Letter of Intent Agreement • July 20th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • South Dakota
SHARE EXCHANGE AGREEMENT BY AND AMONG PUKKA USA, INC. SUNRISE U.S.A. INCORPORATED PAUL RESSLER LEONARD DUCHARME AND THE OTHER SHAREHOLDERS SIGNATORIES HERETO Dated June 7, 2006Share Exchange Agreement • June 13th, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 7th day of June, 2006, by and among PUKKA USA, INC., a Utah corporation (“Pukka”), SUNRISE U.S.A. INCORPORATED, a Nevada corporation (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka listed on Annex A attached hereto (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”).
WAIVER OF SHARE EXCHANGE AGREEMENT CONDITIONShare Exchange Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement. WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated. NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and suffi
PLEDGE AGREEMENTPledge Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of MAY 19, 2013, is given by PREMIER BEVERAGE GROUP CORP. (the “Company”) and FOUAD KALLAMNI ("Pledgor") Pledgorin favor of [ ] (“the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Security Agreement entered into on even date herewith by and between Company and Secured Party.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • May 14th, 2009 • Hybrid Dynamics Corp • Motorcycles, bicycles & parts • Nevada
This TERMINATION AND RELEASE AGREEMENT, (the "Agreement") is entered into effective as of May 8, 2009 (the "Effective Time") by and between HYBRID DYNAMICS CORPORATION, a Nevada corporation (the "HDC"), GARDEN RISE INVESTMENTS LTD LLC, an Ohio limited liability company (“GRI”) and each person and entity who is a member of GRI, consisting of Birchwood Capital Advisors, Inc., Bella Capital Corporation, Onofrio Pecararo, Howard Rice, Alan Carter and Walter Marano (each a "Terminating Member" and collectively the “Terminating Members”) and Mid-Elm Investments LTD LLC (“Mid-Elm”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2013 • Premier Beverage Group Corp • Beverages
THIS INDEMNIFICATION AGREEMENT is entered into as of this 19th day of October, 2011 by and between DAM Holdings, Inc. (the “Company”) and Eric Brown (together with any affiliated entities, “Brown”).
SELLING AGENT AGREEMENTSelling Agent Agreement • May 12th, 2008 • Hybrid Dynamics Corp • Motorcycles, bicycles & parts • New York
Joseph Stevens & Company, Inc. 59 Maiden Lane 32nd Floor New York, NY 10038 Attention: Joseph Glodek Dear Sirs: 1. Introductory. HYBRID DYNAMICS CORPORATION, a Nevada corporation (the “Company”), offers and proposes to sell (the “Offering”) a minimum of 30 and a maximum of 50 Units (the “Units”) each Unit composed of (i) 2,000 shares its Series A Convertible 8% Preferred Stock, $5.00 stated value per share (the “Preferred Stock”), (ii) Class A Warrants for the purchase of 20,000 shares of its $0.00015 par value common stock at an exercise price of $1.00 (“Warrants”), and (iii) 5,000 shares of common stock $0.00015 par value (“Unit Common Stock”), at a purchase price of $10,000.00 per Unit. The Preferred Stock is convertible into the Company’s Common Stock, $0.00015 par value (the “Common Stock”) at the rate of ten (10) shares of Common Stock per each one (1) Preferred Share. The Unit; Preferred Stock, Warrant and Unit Common Stock are sometimes referred to collectively as t
Exhibit 10.9(ii) ---------------- AGREEMENT FOR SATISFACTION AND RELEASE This Agreement Satisfaction and Release pertains to any and all monetary advances in the form of loans from Paul Miller Sr. Trust, (Payee), to USA Sunrise Beverages, Inc....Agreement for Satisfaction and Release • November 15th, 2004 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
This Agreement Satisfaction and Release pertains to any and all monetary advances in the form of loans from Paul Miller Sr. Trust, (Payee), to USA Sunrise Beverages, Inc. (Maker). The total reconciled amount of all loan advances being in the principal amount of $31,060 plus the total accrued interest to date.
EXHIBIT A TO FORBEARANCE AGREEMENT AMENDED DEBENTURE (issued to [ ] in exchange for, and in replacement of, the Original Debenture previously issued to [ ])Debenture • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
FOR VALUE RECEIVED, PREMIER BEVERAGE GROUP, CORP. (hereinafter called the “Obligor” or the “Company”), hereby promises to pay to [ ] (the “Holder”) or its successors and assigns the principal sum of TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000) in cash or Obligor common stock on the terms and conditions hereof on or before December 31, 2014 (the “Maturity Date”).
EXHIBIT 4.5(i) Payment Agreement for Omar Barrientos AGREEMENT THIS AGREEMENT dated as of the 31th day of March, 2003, by and among SUNRISE U.S.A. INCORPORATED, a Nevada corporation with its principal executive offices located at 3928 Bowdoin St. Des...Payment Agreement • July 20th, 2005 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Ohio
PRODUCT PURCHASE AGREEMENTProduct Purchase Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
This PRODUCT PURCHASE AGREEMENT (this “Agreement”), dated and effective as of the Effective Date defined below, is entered into by and between SUMOWORKS, LIMITED (“Sumo”) with an address of Unit 1806, 18/F., Lippo House, Causeway Bay Plaza 2, 463-483 Lockhart Road, Causeway Bay, Hong Kong, and LUND INSTRUMENT ENGINEERING, INC. doing business as PowerStream Technology (“PowerStream”) with an address of 140 S. Mountain Way Drive, Orem, Utah 84058.
PATENT ASSIGNMENTPatent Assignment • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
THIS PATENT ASSIGNMENT (“Assignment”), effective as of the 15th day of December 2005 (the “Effective Date”), is by and between Leonard DuCharme, with a residence at 892 North 340 East, American Fork, Utah 84003, individually; Paul Ressler, with a residence at 942 North 240 East, American Fork, Utah 84003, individually; Darren Jensen, with a residence at 892 North 340 East, American Fork, Utah 84003, individually, (collectively, the “Assignor”) and Pukka USA, Inc., a corporation formed in accordance with the laws of Utah (the “Assignee”), with a place of business in Utah at 892 North 340 East, American Fork, Utah 84003.
MANUFACTURING REPRESENTATIVE AGREEMENTManufacturing Representative Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
THIS AGREEMENT, whose effective date is the 1st day of February, 2005, by and between PUKKA USA, LLC, (hereinafter referred to as “PUKKA”), a corporation organized and existing under the laws of the State of Utah, having an office at 395 South 640 West, Pleasant Grove, Utah 84062, and Don Green Sales, (hereinafter referred to as “REPRESENTATIVE”), a corporation, organized and existing under the laws of the State of (State agency is located in), having offices at: Don Green Sales, 1617 St. Marks Plaza, Suite B, Stockton, CA 95207 In consideration of the mutual covenants and agreements he4reinafter set forth, the parties agree as follows: ARTICLE I. APPOINTMENT OF REPRESENTATIVE. Subject to the terms and conditions of this Agreement, PUKKA hereby grants to REPRESENTATIVE, and REPRESENTATIVE hereby accepts, the right to solicit from the customers specified in Exhibit A attached herein (called the “Customers”), orders for the sale by PUKKA of its products specified in Exhibit
EXHIBIT A TO SECURITIES PURCHASE AGREEMENT NEW DEBENTURE (issued to [ ], in exchange for $150,000 in cash)Securities Purchase Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
FOR VALUE RECEIVED, PREMIER BEVERAGE GROUP, CORP. (hereinafter called the “Obligor” or the “Company”), hereby promises to pay to [ ] (the “Holder”) or its successors and assigns the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) in cash or Obligor common stock on the terms and conditions hereof on or before December 31, 2014 (the “Maturity Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2008 • Hybrid Dynamics Corp • Motorcycles, bicycles & parts
THIS EMPLOYMENT AGREEMENT is entered into as of the 23 day of June, 2008, by and between Steven Radt (the "EMPLOYEE") and Delaware American Motorcycles, Inc. and Hybrid Dynamics Corporation (jointly the “EMPLOYER"). WITNESSETH, that in consideration of the mutual promises and consideration set forth herein, the parties hereto agree as follows: I. EMPLOYMENT EMPLOYER employs EMPLOYEE, and EMPLOYEE accepts employment with EMPLOYER, on the terms and conditions set forth in this Agreement. II. TERM OF EMPLOYMENT This Agreement shall be effective on July 15, 2008, (the “Effective Date”) and shall continue in full force and effect until terminated by either party in accordance with the following provisions: (a) During the first year of this Agreement, neither party may terminate this Agreement other than for Gross Neglect of Duties (as defined below); and (b) At any time after the first year, this Agreement may be terminated only for Good Cause (as defined below). Termina
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • November 14th, 2008 • Hybrid Dynamics Corp • Motorcycles, bicycles & parts • Nevada
THIS SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”), is made as of the 15 day of October, 2008 (the “Effective Date”) by HYBRID DYNAMICS CORPORATION, a Nevada corporation (“Hybrid” or the “Company”), RED IRON GROUP, LLC, a Utah limited liability company (“RIG”), PUKKA USA, INC., a Utah corporation (“Pukka”), and PAUL RESSLER, LEONARD DUCHARME and DARREN JENSEN (collectively, the “Terminating Shareholders”).
AGREEMENT FOR CONVERSION OF PROMISSORY NOTEAgreement for Conversion of Promissory Note • June 5th, 2009 • Hybrid Dynamics Corp • Motorcycles, bicycles & parts • Nevada
This Agreement for Conversion of Promissory Note (the “Agreement”) is made as of this 30th day of May, 2009 (the “Effective Time”) by and between Hybrid Dynamics Corporation, a Nevada corporation (“MAKER”) and the promissory note HOLDER (the “HOLDER”) whose name appears below.
