AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • January 8th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Florida
This AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”), is entered into and effective as of December 29, 2006, by and among New World Brands, Inc., a Delaware corporation (the “Company”), Qualmax, Inc., a Delaware corporation (“Qualmax”), M. David Kamrat, an individual (“D. Kamrat”), Jane Kamrat, an individual (“J. Kamrat”), Noah Kamrat, an individual (“N. Kamrat”), Tracy Habecker, an individual (“T. Habecker” and together with D. Kamrat, J. Kamrat and N. Kamrat the “Kamrat Family”, and together with the Kamrat Family and Qualmax, the “Qualmax Holders”), Dr. Selvin Passen, an individual (“Dr. Passen”), Oregon Spirit, LLC, a Nevada limited liability company (“Oregon Spirit”), P&S Spirit, LLC, a Nevada limited liability company (“P&S” and together with Dr. Passen and Oregon Spirit, the “P&S Holders”).
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • January 8th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS AMENDED AND RESTATED ESCROW AGREEMENT (the “Agreement”), is entered into and effective as of December 29, 2006 by and among New World Brands, Inc., a Delaware corporation (the “Company”), P&S Spirit, LLC, a Nevada limited liability company (the “Purchaser”) and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, NY 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 8th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
This Amended and Restated Voting Agreement, dated as of December 29, 2006 (this “Agreement”), is by and among New World Brands, Inc., a Delaware corporation (the “Company”), Qualmax, Inc., a Delaware corporation (“Qualmax”), P&S Spirit, LLC, a Nevada limited liability company (“P&S”), Selvin and Sylvia Passen, TBTE (“TBTE”), Oregon Spirit, LLC, a Nevada limited liability company (“Oregon Spirit”), and, solely for purposes of Section 21 hereof, M. David Kamrat, an individual (“D. Kamrat”), Jane Kamrat, an individual (“J. Kamrat”), Noah Kamrat, an individual (“N. Kamrat”), Tracy Habecker, an individual (“T. Habecker” and together with D. Kamrat, J. Kamrat and N. Kamrat the “Kamrat Family”, and the Kamrat Family and Qualmax together the “Qualmax Holders”). Each of Qualmax, P&S, TBTE and Oregon Spirit are herein referred to as a “Voting Stockholder,” and together as the “Voting Stockholders.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigne
AMENDED AND RESTATED STOCK SUBSCRIPTION AND SHARE TRANSFER AGREEMENTStock Subscription and Share Transfer Agreement • January 8th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Florida
THIS AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENT AND SHARE TRANSFER AGREEMENT (this “Agreement”) is made and entered into effective as of December 29, 2006, by and between New World Brands, Inc., a Delaware corporation (the “Company”), P&S Spirit, LLC, a Nevada limited liability company (the “Subscriber”), and David Kamrat (“D. Kamrat”) and Noah Kamrat (“N. Kamrat”, and together with D. Kamrat the “Kamrats”).
