GUARANTYGuaranty • June 6th, 2007 • New World Brands Inc • Communications equipment, nec • Maryland
THIS GUARANTY (this “Guaranty”) is made as of May 31, 2007 by QUALMAX, INC., a Delaware corporation having its principal place of business at 340 West Fifth Avenue, Eugene, OR 97401 (“Guarantor”), to and for the benefit of P&S SPIRIT, LLC, a Nevada limited liability company, having an address at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Lender”).
COLLATERAL PLEDGE AGREEMENT (IP GEAR, LTD.)Collateral Pledge Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec • Maryland
This Collateral Pledge Agreement (“Agreement”) dated May 31, 2007, is made by NEW WORLD BRANDS, INC., a Delaware corporation having its principal place of business at 340 West Fifth Avenue, Eugene, OR 97401 (“Pledgor”) in favor of P&S SPIRIT, LLC, a Nevada limited liability company, having its principal office at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Secured Party”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec
This First Amendment (this “First Amendment”) to Amended and Restated Lock-Up Agreement (the “Restated Original Lock-Up Agreement”), dated as of May 31, 2007, is 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”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Restated Original Lock-Up Agreement.
CREDIT LINE AND SECURITY AGREEMENT By and between NEW WORLD BRANDS, INC. as Borrower P & S SPIRIT, LLC as Lender May 31, 2007Credit Line and Security Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec • Maryland
THIS CREDIT LINE AND SECURITY AGREEMENT is entered into as of May 31, 2007, between NEW WORLD BRANDS, INC. a Delaware corporation (“Borrower”), and P & S SPIRIT, LLC, a Nevada limited liability company (“Lender”).
FIRST AMENDMENT TO AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec
This First Amendment (this “First Amendment”) to Amended and Restated Voting Agreement (the “Restated Original Voting Agreement”), dated as of May 31, 2007, 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 Passen, M.D. (“Dr. Passen”), Oregon Spirit, LLC, a Nevada limited liability company (“Oregon Spirit”), and, solely for purposes of Section 21 of the Restated Original Voting Agreement, 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, Dr. Passen and Oregon Spirit are herein referred to as a “Voting Stockholder,” and together as the “Voting Stockholders.”
FIRST AMENDMENTStock Subscription and Share Transfer Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec
This First Amendment (this “First Amendment”) to Amended and Restated Stock Subscription and Share Transfer Agreement (the “Restated Original Subscription Agreement”), dated as of May 31, 2007, is by and between New World Brands, Inc., a Delaware corporation (the “Company”), and P&S Spirit, LLC, a Nevada limited liability company (the “Subscriber”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Restated Original Subscription Agreement.
