DEBT RESTRUCTURING AGREEMENTDebt Restructuring Agreement • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks • New York
This DEBT RESTRUCTURING AGREEMENT (the "Agreement") is entered into as of January 11, 2008 by and between Sapphire Developments Limited, a Belize corporation ("Sapphire"), Atlantic Wine Agencies, Inc., a Florida corporation (“Atlantic”) and Fairhurst Properties S.A., a B.V.I. corporation ("Fairhurst"). Sapphire and Fairhurst shall sometimes be referred to herein as the “Parties.”
ContractPromissory Note • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE SECURITIES LAWS OF ANY STATE. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO NETLIVE COMMUNICATIONS INC. IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH 1933 ACT OR SUCH STATE SECURITIES LAWS.
VOTING AGREEMENTVoting Agreement • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks • New York
THIS VOTING AGREEMENT is made and entered into as of this 11th day of January, 2008, by and among Sapphire Developments Limited, a Belize corporation ("Sapphire"), Atlantic Wine Agencies, Inc., a Florida corporation (“Atlantic”) and Fairhurst Properties S.A., a B.V.I. corporation ("Fairhurst"). Sapphire and Fairhurst shall sometimes be referred to herein as the “Parties” and together collectively, the “Parties”).
ESCROW AGREEMENTEscrow Agreement • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of January 11, 2008, by and among Fairhurst Properties S.A., a B.V.I. corporation (the “Fairhurst”), Sapphire Developments Limited, a Belize corporation (the “Sapphire”), and Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP, as Escrow Agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Debt Restructuring Agreement referred to in the first recital or the Share Exchange Agreement referred to in the fourth recital, as applicable.
