1 EXHIBIT 10.47 AMERICAN EAGLE GROUP AMERICAN EAGLE INSURANCE COMPANY FIRST THROUGH FIFTH GENERAL AVIATION LIABILITY EXCESS OF LOSS REINSURANCE AGREEMENT 1996 RENEWAL FINAL PLACEMENT SLIP --------------------------------- COMPANY: AMERICAN EAGLE...American Eagle Group Inc • November 14th, 1996 • Fire, marine & casualty insurance
1 2 3. COMPENSATION.Employment Agreement • November 14th, 1996 • American Eagle Group Inc • Fire, marine & casualty insurance • Texas
1 EXHIBIT 10.48 AMERICAN EAGLE GROUP, INC. AMERICAN EAGLE INSURANCE COMPANY GENERAL AVIATION HULL SPECIAL UNDERLYING EXCESS OF LOSS REINSURANCE AGREEMENT 1996 RENEWAL FINAL PLACEMENT SLIP COMPANY: AMERICAN EAGLE INSURANCE COMPANY Texas corporation...American Eagle Group Inc • November 14th, 1996 • Fire, marine & casualty insurance
AMENDMENTAmerican Eagle Group Inc • November 14th, 1996 • Fire, marine & casualty insurance • Illinois
1 EXHIBIT 4.3 AMENDED REGISTRATION RIGHTS AGREEMENT This First Amendment to the Registration Rights Agreement dated March 21, 1994, by and between American Eagle Group, Inc., a Delaware corporation (the "Company"), Mason Best Company, L.P., a Texas...Registration Rights Agreement • March 31st, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance
1.2 Within seven (7) business days of receipt of a written request for registration under Section 1.1, the Company shall notify all other persons or entities who beneficially own Registrable Securities at their respective addresses as shown on the...Warrant Registration Rights Agreement • November 14th, 1996 • American Eagle Group Inc • Fire, marine & casualty insurance • Delaware
ARTICLE 1Commission Agreement • November 25th, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance • Texas
1.2 Within seven (7) business days of receipt of a written request for registration under Section 1.1, the Company shall notify all other persons or entities who beneficially own Registrable Securities at their respective addresses as shown on the...Registration Rights Agreement • March 31st, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance • Delaware
3- 4 of this Agreement remaining pursuant to Section 2 hereof immediately prior to the date of termination of employment. Such amounts shall be paid as and when they would have been paid pursuant to Section 3(a) hereof had the Employee's employment...Employment Agreement • November 25th, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance • Texas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2021 • Pacific Ventures Group, Inc. • Beverages • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 20, 2021, is entered into by and between Pacific Ventures Group, Inc., a Delaware corporation, (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • December 20th, 2019 • Pacific Ventures Group, Inc. • Beverages • Wyoming
This SECURITY AGREEMENT (the “Security Agreement”) dated and made effective as of December ____, 2019, is executed by Pacific Ventures Group, Inc., a Delaware corporation (the “Debtor”), with its chief executive offices located at 117 West 9th Street, Suite 316, Los Angeles, CA 90015 and TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV (the “Secured Party”).
1 EXHIBIT 10.44 WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • November 14th, 1996 • American Eagle Group Inc • Fire, marine & casualty insurance • Delaware
1 EXHIBIT 10.44 EMPLOYMENT AGREEMENT This Agreement, entered into effective as of August 21, 1997, is by and among AMERICAN EAGLE GROUP, INC., a Delaware corporation (the "Employer"), the Committee of the American Eagle Group, Inc. 1994 Stock...Employment Agreement • November 25th, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance • Texas
AMONGPurchase Agreement • May 15th, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance • Ohio
FORM OF PLACEMENT AGENT AGREEMENT December __, 2018Placement Agent Agreement • December 21st, 2018 • Pacific Ventures Group, Inc. • Beverages
This Placement Agent Agreement (“Agreement”) is made by and between Pacific Ventures Group, Inc., a Delaware corporation (the “Company”), and one or more placement agents (collectively, the “Placement Agents” and each, a “Placement Agent” as of the date first above written. The Company agrees to engage each of the Placement Agents to assist the Company as its Placement Agents in a non-exclusive capacity in arranging an offering of its 11% Series G Cumulative Redeemable Perpetual Preferred Stock (the “Series G Preferred Stock” of the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-1 to be filed with the United States Securities and Exchange Commission (the “SEC”), on terms set forth in the Registration Statement with respect to the offering of the Series G Preferred Stock (the “Offering”). The terms of the Offering will be more fully described in the Registration Statement and the Certificate of Designation filed as an exhibit to
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • December 20th, 2019 • Pacific Ventures Group, Inc. • Beverages • Wyoming
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2019, but made effective as of December __, 2019, by and between PACIFIC VENTURES GROUP, INC., a corporation incorporated under the laws of the State of Delaware (the “Pledgor”), and TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV, an Irish collective asset vehicle (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).
No. Warrants to Purchase 800,000 Shares of Common Stock AMERICAN EAGLE GROUP, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for value received, American Financial Group, Inc. or registered assigns (the "Holder"), is entitled to purchase...American Eagle Group Inc • November 14th, 1996 • Fire, marine & casualty insurance
1 EXHIBIT 10.43 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 1997 • American Eagle Group Inc • Fire, marine & casualty insurance • Texas
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • December 20th, 2019 • Pacific Ventures Group, Inc. • Beverages • Wyoming
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2019, but made effective as of December__, 2019, by and between PACIFIC VENTURES GROUP, INC., a corporation incorporated under the laws of the State of Delaware (the “Pledgor”), and TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV, an Irish collective asset vehicle (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).
SENIOR SECURED CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$6,000,000 BY AND AMONG PACIFIC VENTURES GROUP, INC. and ROYALTY FOODS PARTNERS, LLC, collectively, as Borrower, SNOBAR HOLDINGS, INC., SNOBAR TRUST, INTERNATIONAL PRODUCTION IMPEX...Consent and Agreement • May 21st, 2018 • Pacific Ventures Group, Inc. • Beverages • Nevada
This SENIOR SECURED CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of June 30, 2017 and made effective as of April __, 2018 (the “Effective Date”), is executed by and among: (i) PACIFIC VENTURES GROUP, INC., a corporation incorporated under the laws of the State of Delaware and ROYALTY FOODS PARTNERS, LLC, a limited liability company organized under the laws of the State of Florida (collectively, the “Borrower”); (ii) SNOBAR HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware, SNOBAR TRUST, INTERNATIONAL PRODUCTION IMPEX CORP., a corporation incorporated under the laws of the State of California, and MAS GLOBAL DISTRIBUTORS, INC., a corporation incorporated under the laws of the State of California (collectively, the “Corporate Guarantors”); (iii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.20 hereof, and any Person that from time to time may he
ContractPacific Ventures Group, Inc. • July 2nd, 2021 • Beverages • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
PACIFIC VENTURES GROUP, INC. ANTI-DILUTION AGREEMENTAnti-Dilution Agreement • May 23rd, 2016 • Pacific Ventures Group, Inc. • Beverages
ANTI-DILUTION AGREEMENT (this "Agreement"), dated as of September 25, 2015, by and among Pacific Ventures Group, Inc., a Delaware corporation (the "Company"), Brett Bertolami ("Bertolami") and Danzig Ltd. ("Danzig"). Bertolami and Danzig are sometimes referred to herein individually as a "Holder" and collectively as the "Holders".
PACIFIC VENTURES GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2016 • Pacific Ventures Group, Inc. • Beverages • California
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of September 25, 2015, by and among Pacific Ventures Group, Inc., a Delaware corporation (the "Company"), and the shareholders of Snöbar Holdings, Inc., a Delaware corporation, set forth on Exhibit A (the "Snöbar Shareholders") and the other persons ("Other Persons") set forth on Exhibit B.
SECURITIES PURCHASE AGREEMENTConsent and Agreement • December 20th, 2019 • Pacific Ventures Group, Inc. • Beverages • Wyoming
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated and effective as of December __, 2019 (the “Effective Date”), by and between PACIFIC VENTURES GROUP, INC., a corporation incorporated under the laws of the State of Delaware (referred to herein as the “Company”), and TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV, an Irish collective asset vehicle (the “Buyer”).
TRUST AGREEMENTTrust Agreement • October 16th, 2017 • Pacific Ventures Group, Inc. • Beverages • California
This Trust Agreement Relating to Snobar Trust (this "Trust Agreement") is entered into between Snobar Holding, Inc., a Delaware corporation, as "Trustor", and Azizollah Masjedi, an individual, as "Trustee", with an effective date for all purposes of June I, 2013 (the "Effective Date").
PACIFIC VENTURES GROUP, INC. LOCK-UP/LEAK-OUT AGREEMENTOut Agreement • May 23rd, 2016 • Pacific Ventures Group, Inc. • Beverages
THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of September 25, 2015, by and among Pacific Ventures Group, Inc., a Delaware corporation (the "Company"), and the undersigned owner (the "Undersigned") of the shares of the Company's common stock, $.001 par value per share (the "Common Stock"), set forth opposite the undersigned's name on the signature page of this Agreement ("Shares").
GUARANTY AGREEMENTGuaranty Agreement • December 20th, 2019 • Pacific Ventures Group, Inc. • Beverages • Wyoming
This GUARANTY AGREEMENT is dated and effective as of December __, 2019 (this “Guaranty”), and is made, jointly and severally, by SEAPORT GROUP ENTERPRISES, LLC, a limited liability company organized and existing under the laws of the State of California, and TCA ROYALTY FOODS I, LLC, a limited liability company organized and existing under the laws of the State of Florida, SNOBAR HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware, SNOBAR TRUST, INTERNATIONAL PRODUCTION IMPEX CORP., a corporation incorporated under the laws of the State of California, and MAS GLOBAL DISTRIBUTORS, INC., a corporation incorporated under the laws of the State of California (each, a “Guarantor” and together, the “Guarantors”), in favor of TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV an Irish collective asset vehicle (the “Buyer”).
PROMISSORY NOTEPromissory Note • October 16th, 2017 • Pacific Ventures Group, Inc. • Beverages • Delaware
FOR VALUE RECEIVED, Pacific Ventures Group, Inc., a Delaware corporation ("Maker"), hereby promises to pay to the order of ______________________________, or its successors or assigns, as the case may be ("Payee"), at such place as may be specified in writing by Payee, the principal sum of ______________________________ ($__________), together with interest accrued from the Effective Date hereof at the rate of __________________ percent (___%) per annum. The effective date of this Promissory Note (this "Note") shall be ________________ ___, ______ (the "Effective Date").
SECURITIES PURCHASE AGREEMENTPacv Stock Purchase Agreement • June 26th, 2013 • Pacific Ventures Group, Inc. • Fire, marine & casualty insurance • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of June 21, 2013, by and among PACIFIC VENTURES GROUP, INC., a Delaware corporation (collectively with its predecessors, the “Company”), CAPITAL BUILDERS, INC., a Utah company (the “Controlling Stockholder”) and BRETT BERTOLAMI, an individual (the “Investor”). Each of the Company, the Controlling Stockholder and the Investor is referred to herein as a “Party” and collectively, as the “Parties.”
ContractPacific Ventures Group, Inc. • May 4th, 2018 • Beverages
SENIOR SECURED CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$6,000,000 BY AND AMONG PACIFIC VENTURES GROUP, INC. and ROYALTY FOODS PARTNERS, LLC, collectively, as Borrower, SNOBAR HOLDINGS, INC., SNOBAR TRUST, INTERNATIONAL PRODUCTION IMPEX CORP. and MAS GLOBAL DISTRIBUTORS, INC., as Joint and Several Guarantors,
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 25th, 2015 • Pacific Ventures Group, Inc. • Fire, marine & casualty insurance
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of August 21, 2015, by and among Pacific Ventures Group, Inc., a Delaware corporation (the “Company”), with offices at 200 Camelia Court, Vero Beach, Florida 32963 and Snöbar Holdings, Inc., a Delaware corporation (“SNO’’), with offices at 117 West 9th Street, Suite 423, Los Angeles, California 90015 and the shareholders of SNO set forth on Composite Exhibit A (the “SNO Shareholders”), each sometimes referred to herein as a “Party” and collectively the “Parties”.
SECURITY AGREEMENTSecurity Agreement • December 20th, 2019 • Pacific Ventures Group, Inc. • Beverages • Wyoming
This SECURITY AGREEMENT (the “Security Agreement”) dated and made effective as of December _, 2019, is executed by Seaport Group Enterprises, LLC, a limited liability company organized and existing under the laws of the State of California, with its chief executive offices located at 117 West 9th Street, Suite 316, Los Angeles, CA 90015 (“Seaport” and a “Debtor”), and TCA Royalty Foods I, LLC, a limited liability company organized and existing under the laws of the State of Florida, with its chief executive offices located at 117 West 9th Street, Suite 316, Los Angeles, CA 90015 (“TCA Royalty”, and a “Debtor”), Snobar Holdings, Inc., a corporation incorporated under the laws of the State of Delaware, with its chief executive offices located at 117 West 9th Street, Suite 316, Los Angeles, CA 90015 (“Snobar Holdings”, and a “Debtor”), Snobar Trust, with its chief executive offices located at [Address] (“Snobar Trust”, and a “Debtor”), International Production Impex Corp., a corporation i
FIRST AMENDMENT TO INVESTMENT BANKING SERVICES AGREEMENTInvestment Banking Services Agreement • May 4th, 2018 • Pacific Ventures Group, Inc. • Beverages
This First Amendment to Investment Banking Services Agreement (“Amendment”) is made this ______ day of April, 2018, by and between PACIFIC VENTURES GROUP, INC. (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”).
1 EXHIBIT 10.43 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 1996 • American Eagle Group Inc • Fire, marine & casualty insurance • Delaware
CONSULTING AGREEMENTConsulting Agreement • July 16th, 2018 • Pacific Ventures Group, Inc. • Beverages
This Agreement is made between Pacific Ventures Group, Inc., 117 West 9th St., #316. Los Angeles, Calif. and E & E Communications. 8604 Gardenia Dr., Denton, TX, 76207. This agreement is made and entered into on March 8, 2018
