HARBREW IMPORTS LTD. CORP. AGREEMENT TO CONVERT 7% CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note Agreement • June 16th, 2009 • Iconic Brands, Inc. • Agricultural services • Nevada
WHEREAS, Harbrew Imports Ltd. Corp. (the “Company”) offered for sale to ______________, the undersigned noteholder, (the “Holder”) a 7% Convertible Promissory Note in the principal amount of $_______ dated __________ (the “Note”) and (a) a five year warrant to purchase 100% of the shares issuable upon conversion of the Note exercisable at a price of $1.00 per share (the “Class A Warrant”); and (b) a five year warrant to purchase 100% of the shares issuable upon conversion of the Note exercisable at a price of $1.50 per share (the “Class B Warrant” and collectively with the Class A Warrant, the “Warrants”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 16th, 2009 • Iconic Brands, Inc. • Agricultural services • Nevada
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into on this 10th day of June, 2009 by and among Iconic Brands, Inc. (formerly, Paw Spa, Inc.), a Nevada corporation (the “Parent”), Paw Spa Acquisition, Inc., a wholly owned subsidiary of Parent and a Nevada Corporation (the “Merger Sub”), Harbrew Imports Ltd, Corp., a Florida corporation (“Harbrew Florida”), and Harbrew Imports, Ltd, a wholly owned subsidiary of Harbrew Florida and a New York corporation (“Harbrew New York”).
ADDENDUM TO LICENSE AGREEMENTLicense Agreement • June 16th, 2009 • Iconic Brands, Inc. • Agricultural services
THIS ADDENDUM (the “Addendum”) to the License Agreement between Seven Cellos, LLC and Harbrew Imports Limited, a New York corporation, is made effective this __ day of June 2009 (the “Effective Date”), by and among Harbrew Imports Limited (the “Company”) and Seven Cellos, LLC, its affiliates and designees (collectively, the “DDV”).
TERMINATION AGREEMENT TO THE DISCOUNT FACTORING AGREEMENT AND RELATED DOCUMENTSTermination Agreement • June 16th, 2009 • Iconic Brands, Inc. • Agricultural services • New York
This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of June 5, 2009, is entered into by and between Harbrew Imports, Ltd., a New York corporation (the “Company”), Capstone Business Credit, LLC (“CBC”) and Capstone Capital Group I, LLC (“CCG”, and together with CBC, the “Factor”).
