ADDENDUM TO LICENSE AGREEMENT
Exhibit
10.4
ADDENDUM
TO
THIS
ADDENDUM (the “Addendum”) to the
License Agreement between Seven Cellos, LLC and Harbrew Imports Limited, a New
York corporation, is made effective this __ day of June 2009 (the “Effective Date”), by
and among Harbrew Imports Limited (the “Company”) and Seven
Cellos, LLC, its affiliates and designees (collectively, the “DDV”).
RECITALS
WHEREAS, the Company and DDV
entered into a License Agreement (the “License Agreement”)
dated April 26, 2007 with respect to the manufacture, distribution, and
promotion of an alcoholic beverage (liquer) which will be known as “Xxxxx
XxXxxx’x Premium Limoncello”; and
WHEREAS, this Addendum is
being entered into in connection with the reverse merger between the Company and
Iconic Brands, Inc. (formerly, Paw Spa, Inc.) (OTCBB: ICNB).
NOW THEREFORE, for good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
identified below hereby agree as follows:
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1.
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The
Company agrees that it shall not make any material management decisions or
enter into any material contracts without the prior written consent of DDV
(or any designee) (the “Right to
Consent”), provided, however, that if notice is provided to DDV of
a material event that would require DDV’s consent and DDV fails to respond
within five (5) business days of such notice, then DDV shall be deemed to
have waived its Right to Consent.
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2.
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In
the event that the Company defaults on its obligation in Xxxxxxx 0 xxxxx,
XXX’s sole remedy will be its right to terminate the License
Agreement.
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3.
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All
capitalized terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the License
Agreement.
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4.
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Except
as specifically amended hereby, the terms and conditions of the License
Agreement remain in full force and
effect.
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IN WITNESS
THEREOF, each of the Company and DDV has caused this Addendum to the
License Agreement to be executed and delivered as of this __ day of June
2009.
ACCEPTED
AND AGREED TO BY:
| COMPANY: | DDV: |
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HARBREW
IMPORTS, LTD.
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SEVEN
CELLOS, LLC
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| A New York corporation | |
| By:_________________________ | By:__________________________ |
| Xxxxxxx XxXxxxx | Xxxxx XxXxxx |
| President | President |
