MANAGEMENT AGREEMENTManagement Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
VAMPT BEVERAGE USA CORP. a company duly incorporated under the laws of Nevada, and having an address for notice c/o 1820 – 925 West Georgia Street, Vancouver, BC, V6C 3L2 (the “Company”);
VAMPT BEVERAGE USA CORP. March 1, 2012Consulting Services Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
At Vampt, when we make a promise, we hold to it. Unfortunately, the courts don’t hold handshakes in as high regard as we do, and as such, we feel it is in the best interests of our stakeholders to document our agreement. To that end, we have prepared a Consulting Services Agreement for your review and agreement, attached.
agency AND INTERLENDER agreementAgency and Interlender Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
This AGENCY AND INTERLENDER AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), is dated as of April 11, 2012, and is entered into among Kalamalka Partners Ltd., a company incorporated under the laws of the Province of British Columbia, (the “Agent”) and each Person who signs a counterpart of this Agreement from time to time as a lender (collectively the “Lenders”) and is acknowledged, consented to and agreed to by Vampt Brewing Company Limited (“VBC”), a corporation incorporated under the laws of the State of Nevada and Vampt Beverage USA, Corp. (“Vampt”), a corporation incorporated under the laws of the State of Nevada (VBC and Vampt together the “Borrowers”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the 8th day of December, 2011 by and among CORONADO CORP. a Nevada corporation (“Coronado”); VB Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Coronado (“Merger Sub”); and Vampt Beverage USA, Corp., a Nevada corporation (“Vampt”). Coronado, Merger Sub and Vampt are hereinafter sometimes collectively referred to as the “Parties.”
PLEDGE AND SECURITY AGREEMENT (Corporate Stock)Pledge and Security Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Nevada
THIS PLEDGE AND SECURITY AGREEMENT, is dated April 11, 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), and is made between VAMPT BEVERAGE USA, CORP., a Nevada corporation (the “Pledgor”), in favor of KALAMALKA PARTNERS LTD., a British Columbia company, (the “Agent”) in its capacity as agent for certain lenders (the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Nevada
THIS SECURITY AGREEMENT (the “Agreement”) is dated April 11, 2012 and is made by VAMPT BREWING COMPANY LIMITED, a Nevada corporation (the “Debtor”), in favor of KALAMALKA PARTNERS LTD., a British Columbia company, in its capacity as agent for certain lenders (the “Lenders”) (in such capacity the “Secured Party”) and is granted by the Debtor in favour of the Secured Party pursuant to promissory notes made jointly and severally by the Debtor and Vampt Beverage USA, Corp. (the “Co-Borrower”) in favour of the Lenders (as those notes may be amended, extended, renewed, replaced, restated and in effect from time to time the “Notes”) and evidencing loans made by the Lenders to the Debtor and the Co-Borrower on a joint and several basis.
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
NOW THEREFORE, in consideration of the premises and the sum of US$10.00 now paid by Purchaser to Owner (the receipt and sufficiency of which is hereby acknowledged) and in consideration of the mutual covenants and obligations herein set forth, the parties hereto covenant and agree as follows:
UNDERTAKING BY VAMPT BEVERAGE USA, CORP.Trademark License Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services
LOAN TRANSFER, GUARANTEE AND WARRANT AGREEMENTLoan Transfer, Guarantee and Warrant Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
NOW THEREFORE, in consideration of the premises contained in this Agreement, and other good and valuable consideration, the parties agree as follows:
AMENDMENT AGREEMENTTechnology Transfer Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services
BARTER AND MARKETING SERVICES AGREEMENTBarter and Marketing Services Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • British Columbia
THIS AGREEMENT is dated made as of March 14, 2012 (the “Effective Date”) between VamptX Corp (“VamptX”), a company formed under the laws of Nevada, and Vampt Beverage USA Corp. (“Vampt”)., a company incorporated under the laws of Nevada.
BREWING AGREEMENTBrewing Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services • Minnesota
This Agreement is effective January 1st, 2012 by and between Associated Brewing Company, Inc., a Minnesota corporation with its principle place of business at 219 Little Canada Road E, Suite 100, St. Paul, MN 55117 (“ABC”), and Vampt Beverage USA Corporation (A Nevada Corporation), with its principle place of business at 2212 Queen Anne Ave N. Seattle WA 98109 (“Brand Owner”).
ASSIGNMENT AGREEMENTAssignment Agreement • September 4th, 2012 • Vampt America, Inc. • Services-health services
This Assignment Agreement (this “Agreement”) is made effective as of November 25, 2011 between Vampt Beverage Corp., a Canadian corporation (“Vampt Canada”) and Vampt Beverage USA, Corp., a Nevada corporation (“Vampt USA”).
