Kern, Suslow Securities, Inc.Placement Agency Agreement • July 9th, 2008 • Presto Food & Beverage Inc • New York
This Placement Agency Agreement (the “Agreement”) confirms the retention by Presto Food & Beverage, Inc., a New York corporation (the “Company”), of Kerns, Suslow Securities, Inc (the “Placement Agent”), to act as the exclusive placement agent on a “best efforts” basis in connection with the private placement (the “Placement” or the “Offering”) of up to $1,500,000 in principal face amount of convertible promissory notes of the Company on the terms set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2008 • Presto Food & Beverage Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November __, 2007 by and among PRESTO FOOD & BEVERAGE, INC., a New York corporation (the “Company”), and the persons and entities who are signatories hereto (the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2008 • Presto Food & Beverage Inc • New York
EMPLOYMENT AGREEMENT (the “Agreement”) made this 25th day of June, 2008 by and between Presto Food and Beverage, Inc, a New York corporation, having an office at 410 Park Ave., New York, NY 10022 (hereinafter referred to as "Employer" or the “Company) and Fernando Leonzo, an individual residing at 20 Linberg Lane, New City, NY 10956 (hereinafter referred to as "Employee");
PRESTO FOOD & BEVERAGE, INC. SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIES Dated as of November __, 2007Subscription Agreement • July 9th, 2008 • Presto Food & Beverage Inc • New York
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. NO STATE SECURITIES LAW ADMINISTRATOR HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUBORDINATION AGREEMENTSubordination Agreement • July 9th, 2008 • Presto Food & Beverage Inc • New York
THIS SUBORDINATION AGREEMENT dated as of May 30, 2008, is by and among Presto Food & Beverage, Inc. ("Obligor") and Randesa/Yarinco Financial Services (the "Subordinated Lender").
LEASE AGREEMENTLease Agreement • July 9th, 2008 • Presto Food & Beverage Inc • Maryland
PRESTO FOOD & BEVERAGE, INC. Warrant for the Purchase of Shares of Common StockPresto Food & Beverage Inc • July 9th, 2008
For value received, this warrant (the “Warrant”) is hereby issued by PRESTO FOOD & BEVERAGE, INC., a New York corporation (the “Company”), to ______________(the “Holder”). Subject to the provisions of this Warrant, the Company hereby grants to the Holder the right to purchase from the Company the number of fully paid and non-assessable shares of the Company’s Common Stock obtained by dividing [$_________] by $0.31 (the “Exercise Price”).
GUARANTEEGuarantee • October 7th, 2008 • Presto Food & Beverage Inc • Dairy products
THIS GUARANTEE made as of July 30, 2008, by Fernando O. Leonzo and Jose Mario Ortega, referred to as the “Undersigned” or “Guarantor” in favor of DGR Investments, LLC, a New Jersey Limited Liability Company, with offices at 4301-4315 Tonnelle Avenue, North Bergen, New Jersey, 07047 (hereinafter referred to as “DGR”).
LOAN AGREEMENTLoan Agreement • October 7th, 2008 • Presto Food & Beverage Inc • Dairy products • New Jersey
THIS LOAN AGREEMENT made as of July 30, 2008, by and between DGR Investments, LLC, a New Jersey Limited Liability Corporation, with offices at 4301-4315 Tonnelle Avenue, North Bergen, New Jersey, (hereinafter referred to as the “Secured Party” or “DGR”) and Presto Food & Beverage, Inc., a New York corporation, having its principal office located at 410 Park Avenue, Floor 15th , New York, New York 10022 (hereinafter referred to as the “Borrower” or “Debtor”).
