SECURITY AGREEMENTSecurity Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of MAY 15, 2013, by and among PREMIER BEVERAGE GROUP, CORP., a Nevada corporation (“Company”), and Company’s undersigned subsidiaries (the “Subsidiaries” and, collectively with the Company, the “Grantors”), in favor of [ ] (“the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of MAY 15, 2013 (the “Effective Date”), by and among [ ] (“Buyer”) and PREMIER BEVERAGE GROUP, CORP. (“Company”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Security Agreement entered into on even date herewith by and between Company and Buyer.
PLEDGE AGREEMENTPledge Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of MAY 19, 2013, is given by PREMIER BEVERAGE GROUP CORP. (the “Company”) and FOUAD KALLAMNI ("Pledgor") Pledgorin favor of [ ] (“the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Security Agreement entered into on even date herewith by and between Company and Secured Party.
EXHIBIT A TO FORBEARANCE AGREEMENT AMENDED DEBENTURE (issued to [ ] in exchange for, and in replacement of, the Original Debenture previously issued to [ ])Debenture • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
FOR VALUE RECEIVED, PREMIER BEVERAGE GROUP, CORP. (hereinafter called the “Obligor” or the “Company”), hereby promises to pay to [ ] (the “Holder”) or its successors and assigns the principal sum of TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000) in cash or Obligor common stock on the terms and conditions hereof on or before December 31, 2014 (the “Maturity Date”).
EXHIBIT A TO SECURITIES PURCHASE AGREEMENT NEW DEBENTURE (issued to [ ], in exchange for $150,000 in cash)Securities Purchase Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
FOR VALUE RECEIVED, PREMIER BEVERAGE GROUP, CORP. (hereinafter called the “Obligor” or the “Company”), hereby promises to pay to [ ] (the “Holder”) or its successors and assigns the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) in cash or Obligor common stock on the terms and conditions hereof on or before December 31, 2014 (the “Maturity Date”).
PREMIER BEVERAGE GROUP CORP. Consulting AgreementConsulting Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) made and entered into this 27th day of May, 2013 by and between PREMIER BEVERAGE GROUP CORP. (together with its successors, the “Company”), a Nevada corporation located at 501 Madison Avenue, Suite 501, New York, NY 10022, and RICHARD FISHER (“Consultant”).
ASSIGNMENT AGREEMENTAssignment Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New Jersey
THIS ASSIGNMENT AGREEMENT (the “Agreement”) dated as of MAY 15, 2013 (the “Effective Date”) by and between [ ](the “Buyer”), [ ] (the “Seller”), and PREMIER BEVERAGE GROUP CORP. (“PBGC” and, together with Buyer and Seller, the “Parties”) as follows:
PREMIER BEVERAGE GROUP CORP. Consulting AgreementConsulting Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages • New York
THIS CONSULTING AGREEMENT (“Agreement”) made and entered into this 27th day of May, 2013 by and between PREMIER BEVERAGE GROUP CORP. (together with its successors, the “Company”), a Nevada corporation located at 501 Madison Avenue, Suite 501, New York, NY 10022, and CORE EQUITY GROUP, LLC (“Consultant”).
RE: FORBEARANCE AGREEMENTForbearance Agreement • May 14th, 2014 • Premier Beverage Group Corp • Beverages
Reference is made to that certain senior secured promissory note issued by PREMIER BEVERAGE GROUP CORP. (“Company”) to [ ] (“Assignee”) with an original principal balance of $100,000.00 and a current principal balance of $75,000 (“Original Debenture”). Reference is further made to that certain Assignment Agreement by and among Company, Assignee and [ ](“Lender”) dated May 15, 2013 (“Assignment Agreement”), pursuant to which Assignee assigned 100% of its right, title and interest in, to and under the Original Debenture to Lender. In consideration of the terms, conditions and provisions of this Forbearance Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties (each, a "Party" and, collectively, the "Parties") hereby agree as follows:
