SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$3,500,000 BY AND AMONG THE PULSE BEVERAGE CORPORATION, as Borrower, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender Dated as of July 31, 2015 Effective as of November 6, 2015Senior Secured Revolving Credit Facility Agreement • November 10th, 2015 • Pulse Beverage Corp • Bottled & canned soft drinks & carbonated waters • Nevada
This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of July 31, 2015 and made effective as of November 6, 2015 (the “Effective Date”), is executed by and among: (i)THE PULSE BEVERAGE CORPORATION, a corporation incorporated under the laws of the State of Nevada (the “Borrower”); (ii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 10.18 hereof, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”); and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).
EXECUTIVE SERVICES AGREEMENT Between: THE PULSE BEVERAGE CORPORATION And: ROBERT YATES The Pulse Beverage CorporationExecutive Services Agreement • May 6th, 2011 • Pulse Beverage Corp • Metal mining • Colorado
THIS EXECUTIVE SERVICES AGREEMENT is made and dated for reference as fully executed on this 1rst day of March, 2011 with effect as of February 16, 2011.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 22nd, 2011 • Darlington Mines Ltd. • Metal mining • Nevada
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made this 15th day of February, 2011 by and among, Darlington Mines Ltd., a Nevada corporation (“Pubco”) on one hand, and The Pulse Beverage Corporation, a Colorado corporation (the “Company”) and the shareholders of the Company as set forth on Exhibit A attached hereto (the “Selling Shareholders”), on the other hand.
SIGNATURE PAGE/SUBSCRIBER STATEMENT TO THE $0.30 UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF THE PULSE BEVERAGE CORPORATIONPrivate Placement Subscription Agreement • March 29th, 2013 • Pulse Beverage Corp • Bottled & canned soft drinks & carbonated waters • Nevada
SUBSCRIBER’S STATEMENT – the undersigned subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the attached “$0.30 Unit Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between The Pulse Beverage Corporation (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
CONSULTANT SERVICES AGREEMENT Between: THE PULSE BEVERAGE CORPORATION And: CATALYST DEVELOPMENT INC. The Pulse Beverage CorporationConsultant Services Agreement • May 6th, 2011 • Pulse Beverage Corp • Metal mining • Colorado
THIS CONSULTANT SERVICES AGREEMENT is made and dated for reference as fully executed on this 13th day of March, 2011 with effect as of March 15, 2011.
LETTER OF INTENTLetter of Intent • January 28th, 2011 • Darlington Mines Ltd. • Metal mining • Nevada
THE PULSE BEVERAGE CORPORATION, a Colorado corporation having an address of record located at 1624 Washington Street, Denver, Colorado 80203.
SIGNATURE PAGE/SUBSCRIBER STATEMENT TO THE $0.50 UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF THE PULSE BEVERAGE CORPORATIONPrivate Placement Subscription Agreement • March 29th, 2013 • Pulse Beverage Corp • Bottled & canned soft drinks & carbonated waters • Nevada
SUBSCRIBER’S STATEMENT – the undersigned subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the attached “$0.50 Unit Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between The Pulse Beverage Corporation (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
SIGNATURE PAGE/SUBSCRIBER STATEMENT TO THE $1.00 POST-SPLIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF DARLINGTON MINES LTD.Private Placement Subscription Agreement • February 3rd, 2011 • Darlington Mines Ltd. • Metal mining • Nevada
SUBSCRIBER’S STATEMENT – the undersigned subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the attached “$1.00 Post-split Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between Darlington Mines Ltd. (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
THE PULSE BEVERAGE CORPORATIONStock Bonus Agreement • March 29th, 2013 • Pulse Beverage Corp • Bottled & canned soft drinks & carbonated waters • Nevada
Unless otherwise defined herein, capitalized terms used in this Stock Bonus Agreement (this “Stock Bonus Agreement”) shall have the meanings ascribed in the The Pulse Beverage Corporation 2011 Stock Incentive Plan (the “Plan”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2007 • Darlington Mines Ltd.
Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing _______________________________________________ (__________) shares of Common Stock of Darlington Mines Ltd. (the “Company”) at a price of $0.10 per Share (the “Subscription Price”).
AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$3,500,000 BY AND AMONG THE PULSE BEVERAGE CORPORATION, as Borrower, AND TCA GLOBAL CREDIT MASTER FUND, LP, as LenderSenior Secured Revolving Credit Facility Agreement • March 29th, 2016 • Pulse Beverage Corp • Bottled & canned soft drinks & carbonated waters • Nevada
THIS AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is dated and effective as of March [●], 2016 (the “Effective Date”), by and among (i) THE PULSE BEVERAGE CORPORATION, a corporation incorporated under the laws of the State of Nevada (the “Borrower”), (ii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 10.18 of the Credit Agreement, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”) and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).
SIGNATURE PAGE/SUBSCRIBER STATEMENT TO THE $1.00 POST-SPLIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF DARLINGTON MINES LTD.Private Placement Subscription Agreement • March 29th, 2013 • Pulse Beverage Corp • Bottled & canned soft drinks & carbonated waters • Nevada
SUBSCRIBER’S STATEMENT – the undersigned subscriber (the “Subscriber”) is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the attached “$1.00 Post-split Private Placement Subscription Agreement” (the “Agreement”) carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between Darlington Mines Ltd. (the “Company”) and the Subscriber and that there are no collateral representations or agreements between the same.
AGREEMENT FOR THE PURCHASE OF ASSETS BETWEEN THE PULSE BEVERAGE CORPORATION AND HEALTH BEVERAGE, LLCPurchase Agreement • February 22nd, 2011 • Darlington Mines Ltd. • Metal mining • Colorado
This AGREEMENT, made this 26th day of July 2010, by and between The Pulse Beverage Corporation, (“Pulse”), and Health Beverage, LLC (“Health Beverage”), is made for the purpose of setting forth the terms and conditions upon which Pulse will acquire from Health Beverage all of the Assets described on Exhibit A.
