MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
This Membership Interest Purchase Agreement is made and entered into on October __, 2009, by and among Saphire Advisors, LLC, a Delaware limited liability company (“Saphire Advisors”) for itself and as attorney in fact for each of the Other Members (together with Saphire Advisors, each a “Seller,” and collectively, the “Sellers”), and The Saint James Eos Wine Company, a California corporation (the “Purchaser”), and The Saint James Company, a North Carolina corporation (“Saint James”).
GENERAL ASSIGNMENT AND BILL OF SALEGeneral Assignment and Bill of Sale • November 9th, 2009 • Saint James CO • Non-operating establishments
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sapphire Wines, LLC, a Delaware limited liability company (“Seller”), does hereby convey, transfer and assign to Saphire Advisors, LLC, a Delaware limited liability company (“Purchaser”), and Purchaser’s successors and assigns, and Purchaser does hereby acquire from Seller, all of the right, title and interest of Seller, if any, in and to the assets set forth on Exhibit A attached hereto (the “Assets”).
SECURITY AGREEMENTSecurity Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
THIS SECURITY AGREEMENT (“Security Agreement”) is made and entered into this ____ day of October, 2009, by and among Sapphire Advisors, LLC, a Delaware limited liability company (“Secured Party”), Sapphire Wines, LLC, a Delaware limited liability company (“Sapphire Wines”), Emerald Wines, LLC, a Delaware limited liability company (“Emerald Wines”), and The Saint James Eos Wine Company, a California corporation (“Purchaser,” and together with Sapphire Wines and Emerald Wines collectively and individually “Pledgor”).
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
This Consulting Agreement (this “Agreement”) is entered into on October __, 2009, by and among The Saint James Eos Wine Company, a California corporation (“Company”), Hopmayer Consulting, LLC, a Tennessee limited liability company (“Consultant”), and Jeffrey S. Hopmayer (“Hopmayer”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments
This Trademark Security Agreement is made and entered into this ____ day of October, 2009, by and between The Saint James Eos Wine Company, a California corporation (“Pledgor”), and Saphire Advisors, LLC, a Delaware limited liability company (“Secured Party”).
THE SAINT JAMES COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
This Registration Rights Agreement dated as of October ___, 2009 (this “Agreement”), is entered into by and among THE SAINT JAMES COMPANY, a North Carolina corporation (the “Company”), and SAPHIRE ADVISORS, LLC, a Delaware limited liability company (“Shareholder”).
GUARANTYGuaranty • November 9th, 2009 • Saint James CO • Non-operating establishments • Illinois
THIS GUARANTY (hereinafter referred to as this “Guaranty”) is made this ___ day of October, 2009, by The Saint James Company, a North Carolina corporation (“Guarantor”), to and for the benefit of Saphire Advisors, LLC, a Delaware limited liability company (“Payee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of this __ day of October, 2009, by and between Saphire Advisors, LLC, a Delaware limited liability company (“Saphire Advisors”), and The Saint James Eos Wine Company, a California corporation (“Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of this ____ day of October, 2009 (the “Effective Date”), by and among The Saint James Company, a North Carolina corporation (the “Company”), and the other parties listed on the signature pages hereto (each such party, a “Shareholder” and, collectively, the “Shareholders”).
