Exhibit 10.7
Assignment of Limited Liability Company Interest in Old Whiskey River
ASSIGNMENT OF INTEREST IN LIMITED LIABILITY COMPANY
This Assignment is executed this 9th day of December, 2002, and is
executed by XXXX X. XXXXXX ("Assignor") and DRINKS AMERICAS INC., a Delaware
corporation ("Assignee").
Assignor and Assignee hereby agree as follows:
1. For valuable consideration, Assignor hereby assigns
and transfers to Assignee twenty-five percent (25%)
of Assignor's existing right, title and interest in
and to Old Whiskey River Distilling Company LLC, a
Hawaii limited liability company (the "Transferred
Amount"). At the time of such assignment, Assignor
shall hold a one hundred percent (100%) membership
interest in Old Whiskey River Distilling Company LLC.
2. Following this assignment of the Transferred Amount,
Assignor shall hold a seventy-five percent (75%)
interest in Old Whiskey River Distilling Company LLC
and Assignee shall hold a twenty-five percent (25%)
interest in Old Whiskey River Distilling Company LLC.
3. Assignor hereby warrants to Assignee that Assignor
owns the Transferred Amount, and is assigning the
Transferred Amount to Assignee, free and clear of all
liens and encumbrances.
4. Assignee hereby accepts and assumes the Transferred
Amount and agrees to enter into the Old Whiskey River
Distilling Company LLC Operating Agreement,
substantially in the form attached hereto as Exhibit
A (the "Operating Agreement"), as a member thereof
and be bound by its terms.
5. Assignee has had an opportunity to review all
documents of and relating to Old Whiskey River
Distilling Company LLC and the Transferred Amount and
is aware of and satisfied with the rights and
obligations it shall obtain and assume as a member of
Old Whiskey River Distilling Company LLC pursuant to
the Operating Agreement.
6. Assignor hereby reaffirms all representations and
warranties made in that certain Interest Purchase
Agreement, dated December 9, 2002, between Assignor
and Assignee, related to the Transferred Amount.
64
7. Assignor shall indemnify and defend Assignee against
all loss, liability and expense of every kind which
Assignee may suffer or incur, including reasonable
attorney's fees and costs, as a result of or arising
out of any failure by Assignor to promptly pay and
perform any and all obligations relating to the
Transferred Amount as and when due.
8. Assignee shall indemnify and defend Assignor against
all loss, liability and expense of every kind which
Assignor may suffer or incur, including reasonable
attorney's fees and costs, as a result of or arising
out of any failure by Assignee to promptly pay and
perform any and all obligations relating to the
Transferred Amount as and when due.
9. Assignee agrees to perform all its obligations under
that certain Note dated concurrently herewith
including, but not limited to, payment of all sums
due from Assignee to Assignor thereunder when such
sums are due and the obligation to convey sixty
percent (60%) of the Transferred Amount back to
Assignor upon failure of Assignee to perform its
obligations under the Note.
10. This assignment may be executed and endorsed in one
or more original or facsimile counterparts and each
such facsimile counterpart shall, for all purposes,
be deemed to be an original, and all counterparts
shall together constitute one and the same
instrument.
[SIGNATURE PAGE FOLLOWS]
65
Executed and effective as provided above.
/s/
---------------------------------------------
XXXX X. XXXXXX
"Assignor"
DRINKS AMERICAS INC.
By: /s/
-----------------------------------------
Name: X. Xxxxxxx Xxxxx
Title: Chief Executive Officer
"Assignee"
66
Exhibit A
Old Whiskey River Distilling Company LLC
Operating Agreement
67
