PURCHASE AGREEMENTPurchase Agreement • January 20th, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
THIS PURCHASE AGREEMENT, dated as of May 15, 2014 (this “Agreement”), is by and between Cynthia Modders (the “Seller”) and Encore Brands, Inc., a Nevada corporation (the “Purchaser”).
AMENDED AND RESTATED REVOLVING CONVERTIBLE PROMISSORY NOTEConsent and Agreement • January 20th, 2015 • Encore Brands, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
FOR VALUE RECEIVED, ENCORE BRANDS, INC., a corporation incorporated under the laws of the State of Nevada, whose address is 1525 Montana Avenue, Suite C, Santa Monica, California 90403 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on or before the six (6) month anniversary of the Effective Date or such later date as agreed upon after the date hereof in a signed writing by the Lender (the “Revolving Loan Maturity Date”), the lesser of: (i) One Million Two Hundred Thousand and No/100 United States Dollars (US$1,200,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured revolving credit facility agreement, dated as of August 31, 2013 and effective as of December 27, 2013, as amended by amendment no 1. Thereto, dated as of the Effective Date (“Amendment No. 1”), ex
