EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • New York
THIS IS AN EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of April 1, 2012 (the “Effective Date”), by and between Panache Beverage Inc, a Florida corporation (the “Company”) with its principal place of business at 40 West 23rd Street, 2nd Floor, New York, NJ 10010, and Agata Podedworny (the “Executive”), an individual with her principal residence at 337 Adelphi Street, Brooklyn, NY 11238.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of June, 2014 by and between Agata Podedworny (the “Transferor”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”), and Panache Beverage, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED FINANCIAL ADVISOR WARRANT AGREEMENTFinancial Advisor Warrant Agreement • April 10th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This AMENDED AND RESTATED FINANCIAL ADVISOR WARRANT AGREEMENT (this “Warrant Agreement” or “Agreement”), dated as of May 15, 2013, effective as of December 21, 2012, is between PANACHE BEVERAGE, INC., a Florida corporation (the “Company”), and CONSILIUM INVESTMENT MANAGEMENT, LLC (the “Financial Advisor”) (the Company and the Financial Advisor are sometimes referred to as the “parties” collectively and as a “party” individually) Joined into by Key Parties (defined below) for purposes of the “Tag Along” provision in Paragraph 10 below.
SUBORDINATION AGREEMENTSubordination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into as of the 5th day of June, 2014, by and among (i) CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a company organized under the laws of the Cayman Islands with an address of 3101 N. Federal Highway, Suite 502, Fort Lauderdale, FL 33306 ("Subordinate Lender"), (ii) DOUGLAS JOINT VENTURE, a Florida general partnership, V-3 JOINT VENTURE, LLC, a Florida limited liability company, and EMPIRE JOINT VENTURE, a Florida general partnership (jointly and severally “Senior Lender”), such entities sharing an address of 3021 Countryside Boulevard, Apartment 34-A, Clearwater, FL 33761, and (iii) PANACHE DISTILLERY, LLC, a Florida limited liability company with an address of 40 W. 23rd St., 2nd Floor, New York, NY 10010 (''Borrower'').
OMNIBUS MODIFICATION, NOTE EXTENSION AND RATIFICATION AGREEMENTOmnibus Modification Agreement • April 4th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services
This OMNIBUS MODIFICATION AGREEMENT NOTE EXTENSION AND RATIFICATION AGREEMENT (the “Agreement”) is made effective as of this 31st day of March, 2014 (the “Effective Date”), by and between (A) PANACHE BEVERAGE INC., a Delaware corporation as successor in interest by merger to Panache Beverage Inc., a Florida Corporation (“Borrower”), (B) ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), MIS BEVERAGE HOLDINGS, LLC, a New York limited liability company (“MIS”), JAMES DALE (“Dale”), AGATA PODEDWORNY (“Podedworny”), SJOERD DE JONG (“De Jong”) and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”)(collectively the “Related Parties”); AND (C) CONSILIUM CORPORATE RECOVERY MASTER FUND, LLC a limited liability company existing under the laws of the Caymen Islands ( the “ Lender”)
AMENDED AND RESTATED FINANCIAL ADVISOR AGREEMENTFinancial Advisor Agreement • April 10th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This Amended and Restated Financial Advisor Agreement (the Agreement") is made as of May 15, 2013, effective as of November 28, 2012, by and among Panache Beverages, Inc., a Florida corporation (the "Company"), and Consilium Investment Management, LLC, a Florida limited liability company ("Consilium").
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 4th, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) is made effective as of this 29th day of October, 2013 (the “Effective Date”), by and between PANACHE BEVERAGE INC., a Delaware Corporation, as successor in interest by merger to Panache Beverage, Inc., a Florida corporation, sometimes hereafter referred to as “Panache Delaware”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), MIS BEVERAGE HOLDINGS, LLC, a New York limited liability company (“MIS”), JAMES DALE (“Dale”), AGATA PODEDWORNY (“Podedworny”), SJOERD DE JONG (“De Jong”) and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”) (Alibi, Panache USA, Alchemy, MIS, Dale, Podedworny, De Jong and Panache Distillery are sometimes hereafter collectively referred to as the “Related Parties”; AND CONSILIUM CORPORATE
PLAN OF EXCHANGE BY WHICHPlan of Exchange • August 24th, 2011 • BMX Development Corp. • Services-miscellaneous repair services • Florida
This Plan of Exchange (the “Agreement” or “Plan of Exchange”) is made and dated as of this 19th day of August 2011, and is intended to supersede all previous oral or written agreements, if any, between the parties, with respect to its subject matter. This Agreement anticipates that extensive due diligence shall have been performed by both parties. All due diligence shall have been completed by the Parties no later than August 19, 2011.
LOAN AGREEMENTLoan Agreement • April 1st, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This Loan Agreement (the “Agreement”), entered into this 21 day of December, 2012 by and between CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD, a limited liability company, organized under the laws of the Cayman Islands (hereinafter “Lender”) and PANACHE BEVERAGE, INC., a Florida corporation (hereinafter the “Borrower”) and joined into by JAMES DALE, AGATA PODEDWORNY, SJOERD DE JONG and MIS BEVERAGE HOLDINGS, LLC.
WARRANT AGREEMENTWarrant Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This WARRANT AGREEMENT (this “Warrant Agreement” or “Agreement”), dated as of June 11, 2014, is between PANACHE BEVERAGE, INC., a Delaware corporation (the “Company”), and CONSILIUM INVESTMENT PARTNERS, LLC (“Holder”) (the Company and the Holder are sometimes referred to as the “parties” collectively and as a “party” individually).
AGREEMENTAcquisition Agreement • August 17th, 2011 • BMX Development Corp. • Services-miscellaneous repair services • Florida
This Agreement is made this 15th day of August 2011, between BMX DEVELOPMENT CORP. (“BMX”), a Florida corporation, Michael Bongiovanni, an individual shareholder and Chief Executive Officer of BMX, Panache LLC ("Panache"), a New York Limited Liability Company, James Dale, an individual member and Manager of Panache, and the individual members of Panache (collectively the “Panache Members”).
FORBEARANCE AGREEMENTForbearance Agreement • May 12th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This FORBEARANCE AGREEMENT (the “Agreement”) is made effective as of May 8, 2014 (the “Effective Date”), by and between (A) PANACHE BEVERAGE INC., a Delaware corporation as successor in interest by merger to Panache Beverage Inc., a Florida Corporation (the “Borrower”); (B) ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), MIS BEVERAGE HOLDINGS, LLC, a New York limited liability company (“MIS”), JAMES DALE (“Dale”), AGATA PODEDWORNY (“Podedworny”), SJOERD DE JONG (“De Jong”), PANACHE, LLC, a New York limited liability company (“Panache LLC”) and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with Alibi, Panache USA, Alchemy, MIS, Dale, Podedworny, De Jong and Panache LLC the “Related Parties”); and (C) CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited liability compan
Consilium Corporate Recovery Master Fund, LTD. c/o Consilium Investment Management LLCRestructuring Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services
Reference is made to (i) that certain Restructuring Agreement, dated as of the date hereof (the “Restructuring Agreement”), by and among PANACHE BEVERAGE INC., a Delaware corporation (the “Borrower”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), PANACHE, LLC, a New York limited liability company (“Panache LLC”), and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with the Borrower, Alibi, Panache USA, Alchemy and Panache LLC, collectively, the “Panache Parties”), James Dale (“JD”), Agata Podedworny (“AP”), Sjoerd de Jong (“SDJ”, and together with JD and AP, collectively, the “Shareholders”), and CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited company existing under the laws of the Cayman Islands (individually and as a lender to and equity owner in the Panache Pa
June 9, 2011 PERSONAL AND CONFIDENTIAL PANACHE, LLC New York, NYExclusive Service Agreement • September 27th, 2011 • BMX Development Corp. • Services-miscellaneous repair services • Florida
This exclusive service agreement ("Agreement") confirms the terms and conditions of the engagement of Greentree Financial Group, Inc. ("Greentree") by PANACHE, LLC. (the "Company") to render certain professional services to the Company in connection with the Company's strategic and financial plans to list on the United States capital markets ( NASDAQ & OTCBB market).
THIS INSTRUMENT PREPARED BY: MURAI WALD BIONDO MORENO & PEGG PAMortgage and Security Agreement • April 4th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services
This Amendment No. 4 to the Asset Purchase Agreement (“Amendment”) is made and entered into effective as of the 3rd day of July, 2013, by and between Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC (collectively, “Seller”) and Panache Distillery, LLC (“Buyer”).
RESTRUCTURING AGREEMENTRestructuring Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This RESTRUCTURING AGREEMENT (this “Agreement”) is made effective as of June 11, 2014, by and among PANACHE BEVERAGE INC., a Delaware corporation (the “Borrower”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), PANACHE, LLC, a New York limited liability company (“Panache LLC”), and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with the Borrower, Alibi, Panache USA, Alchemy and Panache LLC, collectively, the “Panache Parties”), JAMES DALE (“JD”), AGATA PODEDWORNY (“AP”), SJOERD DE JONG (“SDJ”), and together with JD and AP, collectively, the “Shareholders”), and CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited company existing under the laws of the Cayman Islands (individually and as a lender to and equity owner in the Panache Parties “Consilium”).
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2011 • BMX Development Corp. • Services-miscellaneous repair services • Florida
This Consulting Agreement (this “Agreement”) is dated effective as of June 1, 2011 (the “Effective Date”) by and between Panache, LLC, a New York limited liability company (the “Company”), with an address at 234 5th Ave., Suite 415, NY, NY 10001 and Columbus Partners, LLC, a Florida limited liability company (the “Consultant”), with an address at 405 South Dale Mabry, Suite 391, Tampa, FL 33609. The Company and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
OMNIBUS MODIFICATION, NOTE EXTENSION AND RATIFICATION AGREEMENTOmnibus Modification Agreement • April 4th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services
This OMNIBUS MODIFICATION AGREEMENT NOTE EXTENSION AND RATIFICATION AGREEMENT (the “Agreement”) is made effective as of this 31st day of March, 2014 (the “Effective Date”), by and between: WODKA LLC a New York Limited Liability Company (“Borrower”), PANACHE, LLC, a New York limited liability company (“Panache”) AND CONSILIUM CORPORATE RECOVERY MASTER FUND, LLC a limited liability company existing under the laws of the Caymen Islands (the “ Lender”)
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This LOAN MODIFICATION AGREEMENT (this “Agreement”) is entered into as of June 11, 2014, by and among PANACHE BEVERAGE INC., a Delaware corporation (the “Borrower”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), PANACHE, LLC, a New York limited liability company (“Panache LLC”), and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with the Borrower, Alibi, Panache USA, Alchemy and Panache LLC, collectively, the “Panache Parties”), and CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited company existing under the laws of the Cayman Islands (the “Lender”).
GREENTREE FINANCIAL GROUP, INC. 17111 Kenton Drive Cornelius, North Carolina 28031 COMMERCIAL LEASECommercial Lease • June 1st, 2007 • BMX Development Corp. • Services-computer integrated systems design
This lease is made between GreenTree Financial Group, Inc. of Plantation, FL herein called Lessor, and Biometrix International, Inc. of Cornelius, NC herein called Lessee.
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
This Warrant Termination Agreement (this “Agreement”) dated as of June 11, 2014 is entered into by and between James Dale (“Holder”) and Panache Beverage, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Restructuring Agreement dated as of the date hereof by and among the Company, Holder, Consilium Corporate Recovery Master Fund, Ltd. (“Consilium”), and certain other parties thereto (the “Restructuring Agreement”), pursuant to which Holder and the Company have agreed that the Warrant (as defined below) shall be surrendered to the Company and terminated and cancelled. Capitalized terms used and not defined herein have the meanings ascribed to them in the Restructuring Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF panache LLCLimited Liability Company Agreement • April 11th, 2012 • Panache Beverage, Inc. • Services-miscellaneous repair services • New York
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), effective as of January 1, 2011 (the “Effective Date”), by and among the undersigned Persons, (individually a “Member” and collectively the “Members”), has been executed for the purpose of setting forth the agreements reached by the Members with respect to their equity interests in Panache LLC, a New York limited liability company (the “Company”), their rights, privileges and obligations and the management of the Company.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 19th, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May ___, 2013 (the “Effective Date”) by and between Panache Distillery LLC, a Florida limited liability company (“Buyer”), and Douglas Joint Venture, a Florida general partnership, Empire Joint Venture, a Florida general partnership, V-3 Joint Venture, LLC, a Florida limited liability company (“V-3,” and collectively with Empire Joint Venture and Douglas Joint Venture, the “Seller” or “Sellers”). Seller, together with Buyer, are sometimes referred to individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 24th, 2011 • BMX Development Corp. • Services-miscellaneous repair services • Florida
This Stock Purchase Agreement (the "Agreement") is made as of the 19th day of August, 2011 by and among Michael Bongiovanni, an individual resident of the State of North Carolina with the address at 19720 Jetton Road, 3rd Floor, Cornelius, NC 28031 ("Seller") and James Dale, an individual resident of the State of New York with the address at 234 5th Avenue, Suite 415, New York, NY (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • New York
THIS AGREEMENT made and entered into this 1st day of June 2013 by and between PANACHE BEVERAGE INC, a Florida corporation (“Company"), and MICHAEL ROMER ("Employee").
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 19th, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This Amended and Restated Loan Agreement (the “Agreement”) is entered into this 9th day of May, 2013 by and between CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD, a limited company, organized under the laws of the Cayman Islands (hereinafter “Lender”) and PANACHE BEVERAGE, INC., a Florida corporation (hereinafter the “Borrower”) and joined into by JAMES DALE, AGATA PODEDWORNY, SJOERD DE JONG, MIS BEVERAGE HOLDINGS, LLC, and PANACHE DISTILLERY, LLC, a Florida limited liability company.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 4th, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services
THIS AGREEMENT AND PLAN OF MERGER, dated October 29, 2013 (the "Agreement"), is between PANACHE BEVERAGE INC, a Florida corporation ("Panache"), and PANACHE BEVERAGE INC. (the "Company"), a Delaware corporation and a wholly-owned subsidiary of Panache. Panache and the Company are sometimes hereinafter collectively referred to as the "Constituent Corporations."
FIRST AMENDMENT TO AMENDED AND RESTATED TRADEMARK ASSIGNMENT AND SECURITY AGREEMENTTrademark Assignment and Security Agreement • November 4th, 2013 • Panache Beverage, Inc. • Services-miscellaneous repair services
This First Amendment to Amended and Restated Trademark Assignment and Security Agreement (the “Agreement”) dated as of the 31st day of October, 2013, by and between:
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
This Warrant Termination Agreement (this “Agreement”) dated as of June 11, 2014 is entered into by and between Agata Podedworny (“Holder”) and Panache Beverage, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Restructuring Agreement dated as of the date hereof by and among the Company, Holder, Consilium Corporate Recovery Master Fund, Ltd. (“Consilium”), and certain other parties thereto (the “Restructuring Agreement”), pursuant to which Holder and the Company have agreed that the Warrant (as defined below) shall be surrendered to the Company and terminated and cancelled. Capitalized terms used and not defined herein have the meanings ascribed to them in the Restructuring Agreement.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of June, 2014 by and between Sjoerd de Jong (the “Transferor”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”), and Panache Beverage, Inc., a Delaware corporation (the “Company”).
THIS INSTRUMENT PREPARED BY: Greenberg Traurig, LLPGuaranty Mortgage and Security Agreement • May 12th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2011 • BMX Development Corp. • Services-miscellaneous repair services • Florida
This consulting agreement ("Agreement"), effective as of September 2, 2011, is entered by and between BMX Development Corp. a Florida corporation ("the Company or “Company") and Wall Street Resources, Inc., a Florida corporation ("Consultant").
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
This Warrant Termination Agreement (this “Agreement”) dated as of June 11, 2014 is entered into by and between Sjoerd de Jong (“Holder”) and Panache Beverage, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Restructuring Agreement dated as of the date hereof by and among the Company, Holder, Consilium Corporate Recovery Master Fund, Ltd. (“Consilium”), and certain other parties thereto (the “Restructuring Agreement”), pursuant to which Holder and the Company have agreed that the Warrant (as defined below) shall be surrendered to the Company and terminated and cancelled. Capitalized terms used and not defined herein have the meanings ascribed to them in the Restructuring Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2014 • Panache Beverage, Inc. • Beverages • Florida
This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of April 29, 2014, is entered into by and between Panache Beverage, Inc., a Delaware corporation with offices at 150 Fifth Avenue, 3rd Floor, New York, NY 10011 (the “Company”), and Thomas G. Smith (the “Employee”), with residence at 7533 Hatteras Drive, Hudson, FL 34667, and supersedes and replaces in its entirety any existing written or oral agreement between the parties with regard to the Employee’s employment with the Company.
