SUBSCRIPTION AGREEMENTSubscription Agreement • January 2nd, 2020 • Elegance Brands, Inc. • Malt beverages • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
TERMINATION AGREEMENT AMENDMENT No. 1Termination Agreement • June 15th, 2021 • Elegance Brands, Inc. • Malt beverages • Delaware
THIS TERMINATION AGREEMENT (“Agreement”), dated June 4th, 2021 (the “Effective Date”) is made and entered into by and among (i) Elegance Brands, Inc., a Delaware corporation (“Elegance”), (ii) Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (the “Company” or ‘ABS”) and (iii) Amit Raj Beri, an individual (the “Seller” or the “ABS Shareholder”) Elegance, the Company and the Seller are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 19th, 2020 • Elegance Brands, Inc. • Malt beverages • Delaware
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated April 8, 2020 (this “Agreement”) by and among (i) Elegance Brands, Inc., a Delaware corporation (the “Buyer”), (ii) Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (the “Company”) and (iii) Amit Raj Beri, an individual (the “Seller”) amends and restates in its entirety a share purchase agreement (the “Prior Agreement”) that was entered into by the above Parties as of December 3, 2019 (the “Effective Date”). The Buyer, the Company and the Seller are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.”
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • July 23rd, 2020 • Elegance Brands, Inc. • Malt beverages • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THIS CHARGE OVER SHARES dated 08 April 2020 is made as a Deed BETWEENCharge Over • June 19th, 2020 • Elegance Brands, Inc. • Malt beverages • California
AMENDMENT AGREEMENTAmendment Agreement • March 29th, 2021 • Elegance Brands, Inc. • Malt beverages
This Amendment Agreement dated March 10th, 2021 (the “Amendment”), amends certain of the provisions of that certain Manufacturing Supply and License Agreement dated as of July 31, 2020 (the “Manufacturing Agreement”), that was entered into by and between Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (“ABS” or “Seller”) having its principal place of business located at 1 Doris Hirst Place, West Pennant Hills, Sydney, Australia 2125, and Elegance Brands, Inc., a Delaware corporation (the “Buyer” or “Elegance”) having its principal place of business located at 9100 Wilshire Blvd, Suite 362W, Los Angeles, California 90212. The Seller and Buyer are hereinafter sometimes collectively referred to as the “Parties”, and each, a “Party”.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 1st, 2020 • Elegance Brands, Inc. • Malt beverages
THIS AMENDMENT NO 1, dated May 19, 2020 (this “Amendment”) is made to an AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated April 8, 2020 (the “Purchase Agreement”) by and among (i) Elegance Brands, Inc., a Delaware corporation (the “Buyer”), (ii) Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (the “Company”) and (iii) Amit Raj Beri, an individual (the “Seller”). The Purchase Agreement amended and restated in its entirety a share purchase agreement (the “Prior Purchase Agreement”) that was entered into by the above Parties as of December 3, 2019 (the “Effective Date”).
Australian Boutique Spirits Pty Ltd.Elegance Brands, Inc. • June 19th, 2020 • Malt beverages
Australian Boutique Spirits Pty Ltd. (“ABS”) and Amit Raj Beri (“Beri”) hereby acknowledges that Elegance Brands, Inc. (“Elegance”) has paid a contract deposit in the amount of AUS$2,500,000 (US$1,712,500) deposit (the “Deposit”), in connection with the execution of a share purchase agreement dated December 3, 2019 (the “Prior Agreement”), as amended and restated in its entirety pursuant to an amended and restated share purchase agreement, dated as of April 8, 2020 (the “Purchase Agreement”), between ABS, Beri, as sole shareholder of ABS, and Elegance which funds are intended to be used toward cash portion purchase price of ABS by Elegance of AUS$12,780,000 (US$8,488,048) set forth in the Purchase Agreement.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 1st, 2020 • Elegance Brands, Inc. • Malt beverages • Ontario
ELEGANCE SPIRITS INC., a body corporate duly incorporated under the laws of the state of Delaware, and having an office at 9100 Wilshire Blvd., Beverly Hills, CA 90212
Management, Supply and License AgreementManagement, Supply and License Agreement • March 29th, 2021 • Elegance Brands, Inc. • Malt beverages
WHEREAS, Elegance has created a website known as BevMart.com.au which is intended to be the first direct to consumer online only retail store for alcoholic beverages in Australia;
Australian Boutique Spirits Pty Ltd.Elegance Brands, Inc. • April 10th, 2020 • Malt beverages
Australian Boutique Spirits Pty Ltd. (“ABS”) and Amit Raj Beri (“Beri”) hereby acknowledges that Elegance Brands, Inc. (“Elegance”) has paid a contract deposit in the amount of AUS$2,500,000 (US$1,712,500) deposit (the “Deposit”), in connection with the execution of a share purchase agreement dated December 3, 2019 (the “Prior Agreement”), as amended and restated in its entirety pursuant to an amended and restated share purchase agreement, dated as of April 8, 2020 (the “Purchase Agreement”), between ABS, Beri, as sole shareholder of ABS, and Elegance which funds are intended to be used toward cash portion purchase price of ABS by Elegance of AUS$12,780,000 (US$8,488,048) set forth in the Purchase Agreement.
