SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG ENCORE BRANDS, INC., as Borrower, NORTHRIDGE MILLS HOLDINGS, INC., as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender August 31, 2013Senior Secured Revolving Credit Facility Agreement • January 6th, 2014 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of August 31, 2013 and effective as of December [●], 2013 (the “Closing Date”), is executed by and among (i) ENCORE BRANDS, INC., a corporation incorporated under the laws of the State of Nevada (the “Borrower”), (ii) NORTHRIDGE MILLS HOLDINGS, INC., a corporation incorporated under the laws of the State of California and an affiliate of the Borrower (“Northridge”), and any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.4 hereof, as joint and several guarantors (together, jointly and severally, the “Guarantors” and together with the Borrower, the “CreditParties”), 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”).
ECSTASY BRAND LIQUEUR (TM) LICENSE AGREEMENTLicense Agreement • July 22nd, 2009 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This ECSTASY (TM) License Agreement (the "Agreement") is entered into as of Sept. 16, 2008 (the "Effective Date"), by and between Encore Brands LLC ("Encore"), a California corporation with its principal office located at 1437 10th Street, Santa Monica, CA 90401, Telephone: 310 -395-7686, ("Licensor"), on the one hand, and Encore Brands Inc, a Nevada corporation, with its principal office located at 502 East John Street, Carson City, NV 89706, who shall hereinafter be referred to as "Licensee").
EXHIBIT B AMENDMENT TO DATE OF INITIAL TERM AUTOMATIC RENEWALEncore Brands, Inc. • March 4th, 2011 • Wholesale-beer, wine & distilled alcoholic beverages
Pursuant to and in recognition of the lengthy delays incurred by the Licensee in gaining SEC approvals and Federal Wholesale Permits, Encore Brands LLC (Licensor) shall grant an automatic renewal to the initial term of the agreement described in section 7.1 of this agreement. TERM. Term shall be 36 months, unless earlier terminated in accordance with Section 7.2, this Agreement shall commence as of the Effective Date of September 16th 2011 and shall continue in effect until (a) termination of this Agreement by either party upon thirty (30) days written notice or (b) the termination of the Ecstasy License Agreement in accordance with its terms, whichever is earlier.
June 21, 2010 PERSONAL & CONFIDENTIAL Mr. Alex McKean Chief Financial Officer Encore Brands, Inc. Carson City, NV 89706 Mr. McKean:Encore Brands, Inc. • March 4th, 2011 • Wholesale-beer, wine & distilled alcoholic beverages • California
Vista Partners LLC (“Vista”) is pleased to act as one of the capital market advisors to Encore Brands, Inc. (the “Company”), with respect to providing the Company with advice and services to assist in meeting its objectives in the capital markets. This agreement (the “Agreement”), is entered into on the 21st day of June, 2010, by and between Company and Vista. The Company and Vista may be collectively referred to as the “Parties”. The Company hereby agrees to purchase the following services from Vista, in accordance with the following terms and conditions.
PURCHASE AGREEMENTPurchase Agreement • January 20th, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
THIS PURCHASE AGREEMENT, dated as of May 15, 2014 (this “Agreement”), is by and between Cynthia Modders (the “Seller”) and Encore Brands, Inc., a Nevada corporation (the “Purchaser”).
A G R E E M E N TEncore Brands, Inc. • January 18th, 2011 • Wholesale-beer, wine & distilled alcoholic beverages • California
THIS DESIGN and DEVELOPMENT AGREEMENT is entered into by and between CERVECERIA MEXICANA, S. de R.L. de C.V., a corporation formed under the laws of the Republic of Mexico (hereinafter referred to as "CERMEX"), and ENCORE BRANDS, INC., a Nevada corporation (hereinafter referred to as “EBI”) this 10th day of January, 2011.
PURCHASE AGREEMENTPurchase Agreement • March 3rd, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
THIS PURCHASE AGREEMENT, dated as of January 30, 2015 (this “Agreement”), is by and between Sago Technology (the “Seller”) and Jak Marketing Group Inc., a Nevada corporation (the “Purchaser”) and wholly owned subsidiary of Encore Brands, Inc.
ENCORE BRANDS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2009 • Encore Brands, Inc. • California
The undersigned (hereinafter “Subscriber”) hereby confirms its subscription for the purchase of shares of Common Stock, par value $.001 per share, of Encore Brands, Inc. (“Common Stock”), a Nevada corporation (the “Company”) on the terms described below.
AMENDED AND RESTATED REVOLVING CONVERTIBLE PROMISSORY NOTEConsent and Agreement • January 20th, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
FOR VALUE RECEIVED, ENCORE BRANDS, INC., a corporation incorporated under the laws of the State of Nevada, whose address is 1525 Montana Avenue, Suite C, Santa Monica, California 90403 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on or before the six (6) month anniversary of the Effective Date or such later date as agreed upon after the date hereof in a signed writing by the Lender (the “Revolving Loan Maturity Date”), the lesser of: (i) One Million Two Hundred Thousand and No/100 United States Dollars (US$1,200,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured revolving credit facility agreement, dated as of August 31, 2013 and effective as of December 27, 2013, as amended by amendment no 1. Thereto, dated as of the Effective Date (“Amendment No. 1”), ex
MANAGEMENT AGREEMENTManagement Agreement • March 3rd, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This Management Agreement (this “Agreement”), is entered into on November 20, 2014, by and among Jak Marketing Group, Inc., a Nevada corporation (“JMG”), Sago Technology, Inc., a Nevada corporation (“ST”), and Jack Saleh and Steve McVicar, each natural persons. JMG and ST, Jack Saleh and Steve McVicar are each referred to individually as a “Party” and collectively as the “Parties.”
MASTER LICENSE AGREEMENTMaster License Agreement • March 3rd, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
AGREEMENT made as of the day of February 13, 2015 by and between Sago Technology Inc., a corporation having its principal place of business at 785 Woodfern Drive, Hampshire, IL 60140 ("Supplier"), and Jak Marketing Group, Inc., a Nevada corporation having its principal place of business at 1525 Montana Ave, Santa Monica, CA 90402 ("JMG").
BRIDGE LOAN AND INVESTMENT AGREEMENT BY AND BETWEEN ENCORE BRANDS, INC., a Nevada corporation AND PETER STADDON, AN INDIVIDUALBridge Loan and Investment Agreement • December 23rd, 2009 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This BRIDGE LOAN AND INVESTMENT AGREEMENT is made this 18th day of December, 2009, by and between Peter Staddon, an individual (the "Lender"), and Encore Brands, Inc., a Nevada corporation ("Encore"). The Lender and Encore are referred to collectively herein as the "Parties."
