Brownshire Holdings, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 17th, 2006 • Brownshire Holdings, Inc. • Nevada

This Indemnification Agreement (“Agreement”) is made and entered into as of December 5, 2002 (the “Effective Date”), by Brownshire Holdings, Inc., a Nevada corporation (the “Company”) and Steven A. Rothstein (the “Indemnitee”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 23rd, 2009 • Brownshire Holdings, Inc. • Blank checks • Utah

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), entered into effective this the 31st day of December 2008, is by and between Brownshire Holdings, Inc., a Nevada corporation (the “Company”), and Steven G. Black, an individual (“Mr. Black”).

Contract
Brownshire Holdings, Inc. • March 7th, 2012 • Blank checks • Utah

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

AMENDMENT NO 1. TO 4.0% MULTIPLE ADVANCE CREDIT NOTE
Brownshire Holdings, Inc. • March 20th, 2008 • Blank checks • Illinois

THIS AMENDMENT NO 1. TO 4.0% MULTIPLE ADVANCE CREDIT NOTE (“Amendment”) is made and entered into as of February 1, 2007, by and between GDSC Acquisitions, LLC, a Delaware limited liability company (“Lender”), and Brownshire Holdings, Inc., a Nevada corporation (“Borrower”).

100,000.00 February 28, 2005
Brownshire Holdings, Inc. • October 17th, 2006 • Illinois

FOR VALUE RECEIVED, Brownshire Holdings, Inc., a Nevada corporation (the “Borrower”), hereby promises to pay to the order of GDSC Acquisitions, LLC or its successors or assigns (“Lender”), at the office of Lender located at 660 LaSalle Place, Suite 200, Highland Park, Illinois 60035, the principal amount of $100,000.00, or such lesser principal amount as shall be outstanding from time to time under this note (“Note”), as reflected in the books and records of Lender, together with interest on the principal balance from time to time outstanding hereunder from (and including) the date of disbursement until (but not including) the date of payment, at a per annum rate equal to the “Stated Interest Rate” specified below or, to the extent applicable, the “Default Interest Rate” specified below, in accordance with the following terms and conditions:

AMENDMENT NO. 2 TO 4.0% MULTIPLE ADVANCE CREDIT NOTE
Multiple Advance Credit Note • March 31st, 2008 • Brownshire Holdings, Inc. • Blank checks • Illinois

THIS AMENDMENT NO. 2 TO 4.0% MULTIPLE ADVANCE CREDIT NOTE (“Amendment”) is made and entered into as of December 31, 2007, by and between GDSC Acquisitions, LLC, a Delaware limited liability company (“Lender”), and Brownshire Holdings, Inc., a Nevada corporation (“Borrower”).

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