EXHIBIT 10.4
GLOBAL BEVERAGE SOLUTIONS, INC.
0 X. Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
July 6, 2007
Xxxxxxx Xxxxxxxxx
Managing Director
Palladium Capital Advisors, LLC
000 Xxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Re: Placement Fee
Dear Xx. Xxxxxxxxx:
In connection with the services to be provided by Palladium Capital Advisors,
LLC as placement agent (the "Placement Agent") with respect to that certain Note
Purchase Agreement, dated July 6, 2007 herewith (the "Note Purchase Agreement"),
by and between Global Beverage Solutions, Inc. (the "Company") and Xxxxxx
Management Ltd., the Company hereby agrees to pay the Placement Agent for said
services as follows:
1. The Company agrees to pay the Placement Agent $33,333 by wire transfer of
immediately available funds as soon as practicable after the consummation of the
transaction contemplated by the Note Purchase Agreement.
2. In addition, the Company agrees to pay, within 120 days of the date of this
letter agreement, the Placement Agent $16,667 (the "Obligation") in any one of
the following manners or any combination thereof:
a. The Company may pay any portion of the Obligation in cash, either
in a lump sum or as periodic payments, to the Placement Agent.
b. From and after the date that the Company files a Form N-54C with
the United States Securities and Exchange Commission to withdraw its election to
be regulated as a business development company under the Investment Company Act
of 1940, the Company may pay any portion of the Obligation by issuing shares of
common stock, par value $.001 per share (the "Common Stock"), of the Company to
the Placement Agent. The number of shares of Common Stock to be issued to the
Placement Agent in satisfaction of the Obligation or any portion thereof will be
equal to the quotient obtained by dividing (i) the dollar amount of the
Obligation that the Company has elected to be satisfied through the issuance of
shares of Common Stock by (ii) the closing price of the Common Stock, as
reported on the over-the-counter market or, if the Common Stock is listed on a
stock exchange, on such exchange, on the date that the Company notifies the
Placement Agent of its election to issue shares of Common Stock in satisfaction
of the Obligation or any portion thereof. The Placement Agreement agrees to take
such actions, and execute, acknowledge and deliver to the Company such further
agreements and documents and take any other actions as the Company may
reasonably request in connection with the issuance of shares of Common Stock in
satisfaction of the Obligation or any portion thereof.
GLOBAL BEVERAGE SOLUTIONS, INC.
By: /s/ Xxxxx Pearing
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
Acknowledged and Agreed
to as of the date first
written above:
PALLADIUM CAPITAL ADVISORS, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
