EXHIBIT 10.51
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of January 31,
2007, among XStream Beverage Network, Inc., a Nevada corporation (the
"Pledgee"), and Global Beverage Solutions, Inc., a Nevada corporation (the
"Pledgor").
BACKGROUND
The Pledgor has entered into an Agreement and Plan of Merger, dated as
of January 31, 2007 (as amended, modified, restated or supplemented from time to
time, the "Merger Agreement") and a Secured Promissory Note, dated as of the
date hereof (the "Note"), pursuant to which the Pledgee provides or will provide
certain financial accommodations to the Pledgor including the transfer of the
stock of its subsidiary, Beverage Network of Maryland, Inc., a Florida
corporation ("Beverage Network").
In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Merger Agreement and Note, Pledgor has
agreed to pledge and grant a security interest in the collateral described
herein to the Pledgee on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Defined Terms. All capitalized terms used herein which are not
defined shall have the meanings given to them in the Merger Agreement and Note.
2. Pledge and Grant of Security Interest. To secure the full and
punctual payment and performance of (the following clauses (a), (b) and (c),
collectively, the "Obligations") (a) the obligations under the Merger Agreement
and the related agreements referred to in the Merger Agreement, (b) obligations
under the Note and Master Security Agreement (the "Security Agreement") (the
Merger Agreement, the Note, the Security Agreement, and the related agreements,
as each may be amended, restated, modified and/or supplemented from time to
time, collectively, the "Documents") and (c) all other obligations and
liabilities of Pledgor to the Pledgee whether now existing or hereafter arising,
direct or indirect, liquidated or unliquidated, absolute or contingent, due or
not due and whether under, pursuant to or evidenced by a note, agreement,
guaranty, instrument or otherwise (in each case, irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or of
any instrument evidencing any of the Obligations or of any collateral therefor
or of the existence or extent of such collateral, and irrespective of the
allowability, allowance or disallowance of any or all of such in any case
commenced by or against Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including,
without limitation, obligations of Pledgor for post-petition interest, fees,
costs and charges that would have accrued or been added to the Obligations but
for the commencement of such case), Pledgor hereby pledges, assigns,
hypothecates, transfers and grants a security interest to Pledgee in all of the
following (the "Collateral"):
(a) the shares of stock of Beverage Network and Global Merger Corp.,
a Nevada Corporation ("GMC"), as shall exist after the merger of Beverage
Network and GMC (together with any additional shares of stock or other equity
interests acquired by Pledgor, the "Pledged Stock"), the certificates
representing the Pledged Stock and all dividends, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;
(b) all additional shares of stock of Beverage Network from time to
time acquired by Pledgor in any manner, including, without limitation, stock
dividends or a distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination of
shares, stock split, spin-off or split-off (which shares shall be deemed to be
part of the Collateral), and the certificates representing such additional
shares, and all dividends, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares; and
(c) all options and rights, whether as an addition to, in
substitution of or in exchange for any shares of any Pledged Stock and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.
3. Delivery of Collateral. All certificates representing or evidencing
the Pledged Stock shall be delivered to and held by or on behalf of Pledgee
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignments in blank, all in form and substance satisfactory to
Pledgee. Pledgor hereby authorizes Beverage Network upon demand by the Pledgee
to deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to the Pledgee, in each case to be held
by the Pledgee, subject to the terms hereof. Upon the occurrence and during the
continuance of an Event of Default (as defined below), the Pledgee shall have
the right, during such time in its discretion and without notice to the Pledgor,
to transfer to or to register in the name of the Pledgee or any of its nominees
any or all of the Pledged Stock. In addition, the Pledgee shall have the right
at such time to exchange certificates or instruments representing or evidencing
Pledged Stock for certificates or instruments of smaller or larger
denominations.
4. Representations and Warranties of Pledgor. Pledgor represents and
warrants to the Pledgee (which representations and warranties shall be deemed to
continue to be made until all of the Obligations have been paid in full and each
Document and each agreement and instrument entered into in connection therewith
has been irrevocably terminated) that:
(a) the execution, delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral hereunder do not and will not result
in any violation of any agreement, indenture, instrument, license, judgment,
decree, order, law, statute, ordinance or other governmental rule or regulation
applicable to Pledgor;
(b) this Agreement constitutes the legal, valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms;
(c) (i) all Pledged Stock is owned by Pledgor and (ii) Pledgor is
the direct and beneficial owner of each share of the Pledged Stock;
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(d) all of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable;
(e) no consent or approval of any person, corporation, governmental
body, regulatory authority or other entity, is or will be necessary for (i) the
execution, delivery and performance of this Agreement, (ii) the exercise by the
Pledgee of any rights with respect to the Collateral or (iii) the pledge and
assignment of, and the grant of a security interest in, the Collateral
hereunder;
(f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;
(g) Pledgor has the requisite power and authority to enter into this
Agreement and to pledge and assign the Collateral to the Pledgee in accordance
with the terms of this Agreement;
(h) Pledgor owns each item of the Collateral and, except for the
pledge and security interest granted to Pledgee hereunder, the Collateral shall
be, immediately following the closing of the transactions contemplated by the
Documents, free and clear of any other security interest, mortgage, pledge,
claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens");
(i) there are no restrictions on transfer of the Pledged Stock
contained in the certificate of incorporation or by-laws (or equivalent
organizational documents) of Beverage Network or otherwise which have not
otherwise been enforceably and legally waived by the necessary parties;
(j) none of the Pledged Stock has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject;
(k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in the Pledgee all rights of Pledgor
in the Collateral as contemplated by this Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%) of the
issued and outstanding shares of capital stock of Beverage Network.
5. Covenants. Pledgor covenants that, until the Obligations shall be
indefeasibly satisfied in full and each Document and each agreement and
instrument entered into in connection therewith is irrevocably terminated:
(a) Pledgor will not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor will
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Pledgor create, incur or permit to exist any Lien whatsoever with respect to any
of the Collateral or the proceeds thereof other than that created hereby.
(b) Pledgor will, at its expense, defend Pledgee's right, title and
security interest in and to the Collateral against the claims of any other
party.
(c) Pledgor shall at any time, and from time to time, upon the
written request of Pledgee, execute and deliver such further documents and do
such further acts and things as Pledgee may reasonably request in order to
effectuate the purposes of this Agreement including, but without limitation,
delivering to Pledgee, upon the occurrence of an Event of Default, irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee. Until
receipt thereof, upon an Event of Default that has occurred and is continuing
beyond any applicable grace period, this Agreement shall constitute Pledgor's
proxy to Pledgee or its nominee to vote all shares of Collateral then registered
in Pledgor's name.
(d) Pledgor will not consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity interests of
Beverage Network; or (ii) any securities convertible either voluntarily by the
holder thereof or automatically upon the occurrence or nonoccurrence of any
event or condition into, or any securities exchangeable for, any such shares,
unless, in either case, such shares are pledged as Collateral pursuant to this
Agreement.
6. Voting Rights and Dividends. In addition to the Pledgee's rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee shall
(i) be entitled to vote the Collateral, (ii) be entitled to give consents,
waivers and ratifications in respect of the Collateral (Pledgor hereby
irrevocably constituting and appointing the Pledgee, with full power of
substitution, the proxy and attorney-in-fact of Pledgor for such purposes) and
(iii) be entitled to collect and receive for its own use cash dividends paid on
the Collateral. Pledgor shall not be permitted to exercise or refrain from
exercising any voting rights or other powers if, in the reasonable judgment of
the Pledgee, such action would have a material adverse effect on the value of
the Collateral or any part thereof; and, provided further, that Pledgor shall
give at least five (5) days' written notice of the manner in which Pledgor
intends to exercise, or the reasons for refraining from exercising, any voting
rights or other powers other than with respect to any election of directors and
voting with respect to any incidental matters. Following the occurrence of an
Event of Default, all dividends and all other distributions in respect of any of
the Collateral, shall be delivered to the Pledgee to hold as Collateral and
shall, if received by Pledgor, be received in trust for the benefit of the
Pledgee, be segregated from the other property or funds of Pledgor, and be
forthwith delivered to the Pledgee as Collateral in the same form as so received
(with any necessary endorsement).
7. Event of Default. An "Event of Default" under this Agreement shall
occur upon the happening of any of the following events:
(a) An "Event of Default" under any Document or any agreement or
note related to any Document shall have occurred and be continuing beyond any
applicable cure period;
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(b) Pledgor shall default in the performance of any of its
obligations under any Document, including, without limitation, this Agreement,
and such default shall not be cured during the cure period applicable thereto;
(c) Any representation or warranty of Pledgor made herein, in any
Document or in any agreement, statement or certificate given in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false or
misleading in any material respect;
(d) Any portion of the Collateral is subjected to a levy of
execution, attachment, distraint or other judicial process or any portion of the
Collateral is the subject of a claim (other than by the Pledgee) of a Lien or
other right or interest in or to the Collateral and such levy or claim shall not
be cured, disputed or stayed within a period of fifteen (15) business days after
the occurrence thereof; or
(e) Pledgor shall (i) apply for, consent to, or suffer to exist the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or other fiduciary of itself or of all or a substantial part of its
property, (ii) make a general assignment for the benefit of creditors, (iii)
commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a
petition seeking to take advantage of any other law providing for the relief of
debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days,
any petition filed against it in any involuntary case under such bankruptcy
laws, or (vii) take any action for the purpose of effecting any of the
foregoing.
8. Remedies. In case an Event of Default shall have occurred and is
continuing, the Pledgee may:
(a) Transfer any or all of the Collateral into its name, or into the
name of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of Beverage Network thereof, or upon the exercise by Beverage
Network of any right, privilege or option pertaining to any of the Collateral,
and, in connection therewith, to deposit and deliver any and all of the
Collateral with any committee, depository, transfer agent, registrar or other
designated agent upon such terms and conditions as it may determine, all without
liability except to account for property actually received by it; and
(c) Subject to any requirement of applicable law, sell, assign and
deliver the whole or, from time to time, any part of the Collateral at the time
held by the Pledgee, at any private sale or at public auction, with or without
demand, advertisement or notice of the time or place of sale or adjournment
thereof or otherwise (all of which are hereby waived, except such notice as is
required by applicable law and cannot be waived), for cash or credit or for
other property for immediate or future delivery, and for such price or prices
and on such terms as the Pledgee in its sole discretion may determine, or as may
be required by applicable law.
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Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Pledgee hereunder, whether upon sale of
the Collateral or any part thereof or otherwise, shall be held by the Pledgee
and applied by it as provided in Section 10 hereof. No failure or delay on the
part of the Pledgee in exercising any rights hereunder shall operate as a waiver
of any such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort to other
security for or sources of reimbursement for the Obligations. In addition to the
foregoing, Pledgee shall have all of the rights, remedies and privileges of a
secured party under the Uniform Commercial Code of Florida (the "UCC")
regardless of the jurisdiction in which enforcement hereof is sought.
9. Private Sale. Pledgor recognizes that the Pledgee may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a commercially
reasonable manner. Pledgor agrees that the Pledgee has no obligation to delay
sale of any Collateral for the period of time necessary to permit Beverage
Network to register the Collateral for public sale under the Securities Act.
10. Proceeds of Sale. The proceeds of any collection, recovery,
receipt, appropriation, realization or sale of the Collateral shall be applied
by the Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee for the prior
payment of such costs, reasonable expenses and charges incurred in connection
with the care and safekeeping of the Collateral (including, without limitation,
the reasonable expenses of any sale or any other disposition of any of the
Collateral), attorneys' fees and reasonable expenses, court costs, any other
fees or expenses incurred or expenditures or advances made by Pledgee in the
protection, enforcement or exercise of its rights, powers or remedies hereunder;
(b) Second, to the payment of the Obligations, in whole or in part,
in such order as the Pledgee may elect, whether or not such Obligations are then
due;
(c) Third, to such persons, firms, corporations or other entities as
required by applicable law; and
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(d) Fourth, to the extent of any surplus to the Pledgor or as a
court of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Obligations,
Pledgor shall be liable for the deficiency plus the costs and fees of any
attorneys employed by Pledgee to collect such deficiency.
11. Waiver of Marshaling. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee's rights with respect to the
Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy, insolvency or reorganization of Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by the Pledgee in reference to any of the Obligations.
Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if Pledgor had expressly agreed thereto
in advance. No delay or extension of time by the Pledgee in exercising any power
of sale, option or other right or remedy hereunder, and no failure by the
Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice the Pledgee's right to take any action against
Pledgor or to exercise any other power of sale, option or any other right or
remedy.
13. Expenses. The Collateral shall secure, and Pledgor shall pay to
Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Pledgee under this Agreement or
with respect to any of the Obligations.
14. The Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee. Upon the occurrence of an Event of Default, Pledgor hereby irrevocably
constitutes and appoints the Pledgee as Pledgor's true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge and
deliver any instruments and to do in Pledgor's name, place and stead, all such
acts, things and deeds for and on behalf of and in the name of Pledgor, which
Pledgor could or might do or which the Pledgee may deem necessary, desirable or
convenient to accomplish the purposes of this Agreement, including, without
limitation, to execute such instruments of assignment or transfer or orders and
to register, convey or otherwise transfer title to the Collateral into the
Pledgee's name. Pledgor hereby ratifies and confirms all that said
attorney-in-fact may so do and hereby declares this power of attorney to be
coupled with an interest and irrevocable. If Pledgor fails to perform any
agreement herein contained, the Pledgee may itself perform or cause performance
thereof, and any costs and expenses of the Pledgee incurred in connection
therewith shall be paid by the Pledgor as provided in Section 10 hereof.
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15. Waivers. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED
BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN PLEDGEE, AND/OR PLEDGOR ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION
WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.
16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if the Pledgee receives any payment or payments on account of the
Obligations, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors' rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgee, Pledgor's obligations to the Pledgee shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgee, which payment shall be due on demand.
17. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
18. Miscellaneous.
(a) This Agreement constitutes the entire and final agreement among
the parties with respect to the subject matter hereof and may not be changed,
terminated or otherwise varied except by a writing duly executed by the parties
hereto.
(b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and signed by
the party sought to be charged, and then such waiver shall be effective only in
the specific instance and for the purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this Agreement shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation, or rule of law, such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable shall not be affected
thereby, nor shall same affect the validity or enforceability of any other
provision of this Agreement.
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(d) This Agreement shall be binding upon Pledgor, and Pledgor's
successors and assigns, and shall inure to the benefit of the Pledgee and its
successors and assigns.
(e) Any notice or other communication required or permitted pursuant
to this Agreement shall be given in accordance with the Note.
(f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
(g) PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN THE COUNTY OF BROWARD, STATE OF FLORIDA SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN PLEDGOR, ON
THE ONE HAND, AND THE PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT
OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT PLEDGOR ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF THE COUNTY OF BROWARD, STATE OF FLORIDA; AND FURTHER PROVIDED, THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
PLEDGEE. PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND PLEDGOR HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO MERGER AGREEMENT AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE PLEDGOR'S ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
(h) It is understood and agreed that any person or entity that
desires to become a Pledgor hereunder, or is required to execute a counterpart
of this Agreement after the date hereof pursuant to the requirements of any
Document, shall become a Pledgor hereunder by (x) executing a joinder agreement
in form and substance satisfactory to the Pledgee, (y) delivering supplements to
such exhibits and annexes to such Documents as the Pledgee shall reasonably
request and/or set forth in such joinder agreement and (z) taking all actions as
specified in this Agreement as would have been taken by such Pledgor had it been
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an original party to this Agreement, in each case with all documents required
above to be delivered to the Pledgee and with all documents and actions required
above to be taken to the reasonable satisfaction of the Pledgee.
(i) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which when taken together shall
constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed an original signature hereto.
[SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
GLOBAL BEVERAGE SOLUTIONS, INC.
By:
----------------------------
Name:
Title: President
XSTREAM BEVERAGE NETWORK, INC.
By:
----------------------------
Name: Xxx Xxxxxxxxxx
Title: Chairman & CEO
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