China Peregrine Food Corp Sample Contracts

Bravo! Brands Inc. – TERMINATION AGREEMENT CONTRACT PACKAGING AGREEMENT (July 23rd, 2007)

This Termination Agreement, effective as of June 21, 2007 concerns that certain CONTRACT PACKAGING AGREEMENT, dated September 19, 2006, between Bravo! Brands Inc., f/k/a Bravo! Foods International Corp., a Delaware corporation with its principal place of business at 11300 U.S. Highway 1, Suite 400, North Palm Beach, Florida 33408 (hereinafter referred to as "Bravo"), and HP HOOD LLC, a Delaware limited liability company with its principal place of business at 90 Everett Avenue, Chelsea, MA 02150 (hereinafter referred to as "Hood").

Bravo! Brands Inc. – TERMINATION AGREEMENT RE: MASTER DISTRIBUTION AGREEMENT (July 6th, 2007)

This Termination Agreement, effective as of July 2, 2007, terminates that certain MASTER DISTRIBUTION AGREEMENT, dated August 30, 2005, between Bravo! Brands Inc., f/k/a Bravo! Foods International Corp., a Delaware corporation with its principal place of business at 11300 U.S. Highway 1, Suite 400, North Palm Beach, Florida 33408 (hereinafter referred to as "Bravo"), and Coca-Cola Enterprises Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 2500 Windy Ridge Parkway, Atlanta, GA 30339 (hereinafter referred to as "CCE".)

Bravo! Brands Inc. – WARRANT REDEMPTION AGREEMENT (July 6th, 2007)

THIS WARRANT REDEMPTION AGREEMENT (the “Agreement”) is made and entered into as of the 2nd day of July, 2007 by and between BRAVO! BRANDS INC. f/k/a/ BRAVO! FOODS INTERNATIONAL CORP., a Delaware corporation (“Bravo”), and COCA-COLA ENTERPRISES INC., a Delaware corporation (“CCE”).

Bravo! Brands Inc. – IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT, IN AND FOR SARASOTA COUNTY, FLORIDA CIVIL DIVISION (June 27th, 2007)

This matter having come before me for consideration to approve the Settlement Agreement and Release entered into as of June 25, 2007 (the “Settlement Agreement”) between Plaintiffs, ALPHA CAPITAL ANSTALT; HARBORVIEW MASTER FUND L.P.; MONARCH CAPITAL FUND, LTD.; ELLIS INTERNATIONAL, L.P.; OSHER CAPITAL PARTNERS, LLC, and; BRIO CAPITAL, L.P., (“ALPHA; HARBORVIEW; MONARCH; ELLIS; OSHER AND BRIO”) and Defendant, BRAVO! BRANDS, INC., formerly known as, BRAVO! FOODS INTERNATIONAL CORP (“Bravo!”) and, collectively with Alpha, Harborview, Monarch, Ellis, Osher and Brio (the “Parties”), and the Court having held a hearing as to the fairness of the terms and conditions of the Settlement Agreement and being otherwise fully advised in the premises, the Court hereby finds as follows:

Bravo! Brands Inc. – Contract (May 2nd, 2007)

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! BRANDS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Bravo! Brands Inc. – SUBSCRIPTION AGREEMENT (May 2nd, 2007)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 27, 2007, by and among Bravo! Brands Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).

Bravo Foods International Corp – Exhibit Coca-Cola Enterprises, Inc. July 29, 2005 Bravo! Foods International Corp. 11300 U.S. Highway 1, Suite 202 North Palm Beach, FL 33408 Ladies and Gentlemen: On Wednesday, July 13, 2005, Coca-Cola Enterprises Inc. ("CCE") purchased, from nine separate investors in Bravo! Foods International Corp. ("Bravo"), options (the "Options") to acquire securities that would entitle CCE to acquire approximately 69 million shares of Bravo's common stock, representing approximately 23% of the authorized shares of Bravo's common stock. This is in furtherance of our discussions with you concerning a pro (August 3rd, 2005)
Bravo Foods International Corp – THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase ___________ shares of Common Stock of Bravo! Foods International Corp. (subject to adjustment as provided here (June 10th, 2005)
Bravo Foods International Corp – SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of April ___, 2005 by and among Bravo! Foods International Corp., a Delaware corporation (the "Company"), and Alpha Capital Aktiengesellschaft ("Subscriber"). WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC" or "Commission") under the Securities Act (June 10th, 2005)
Bravo Foods International Corp – SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of January ____, 2005, by and among Bravo! Foods International Corp., a Delaware corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D ("Regulation D") as promulgated by the United States Securities and Exchang (June 10th, 2005)
Bravo Foods International Corp – THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, BRAVO! FOODS INTERNATIONAL CORP., a Delaware corporation (hereinafter called "Borro (June 10th, 2005)
Bravo Foods International Corp – MODIFICATION AND AMENDMENT AGREEMENT This Modification and Amendment Agreement ("Agreement") dated as of May ___, 2005 is entered into by and among Bravo! Foods International Corp., a Delaware corporation (the "Company") and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are parties to a Subscription Agreement ("Subscription Agreement") dated January 28, 2005 relating to an aggregate investment by Subscribers of $2,300,000 of principal amount of promissory notes of the Company convertible in (June 10th, 2005)
Bravo Foods International Corp – THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, BRAVO! FOODS INTERNATIONAL CORP., a Delaware corporation (hereinafter called "Borro (June 10th, 2005)
Bravo Foods International Corp – Amount ------------------------------------- Contract Year U.S. Canada Mexico Total Due Date ---------------------------------------------------------------- ----------------- 1 a. (ending 12/31/05) $ 25,000 $n/a $n/a $ 25,000 Upon Execution 1b. (ending 12/31/05) $ 25,000 $n/a $n/a $ 25,000 12//31/04 2. (ending 12/31/06) $150,000 $n/a $n/a $150,000 01/01/06 3. (ending 12/31/07) $300,000 $n/a $n/a $300,000 01/01/07 Amount ----------------------------------------- Contract Year U.S. Canada Mexico Total Due Date ---------------------------------------------------------------- ----------------- 1. ( (March 22nd, 2005)

Type of Sale % of Net Sales Value -------------------------------------------------------------------------------------------------------------- Or, at any time during the contract term when annualized gross sales Contract Contract Contract reach $90 million for a Year 1 Year 2 Year 3 minimum period of 6 months. -------------------------------------------------------------------------------------------------------------- To Retailer in Territory: 5% 5.5% 6%

Bravo Foods International Corp – SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of December ____, 2004, by and among Bravo! Foods International Corp., a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each a "Subscriber" and collectively "Subscribers" if more than one). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D ("Regulation D") as promulgated by the United States Sec (January 21st, 2005)

SUBSCRIBER PURCHASE PRICE CLASS C WARRANTS ISSUABLE ON CLOSING DATE ------------------------------------------------------------- ---------------------------- ----------------------------- $100,000.00 400,000 ------------------------------------- (Signature) MOMONA CAPITAL CORP. 3 Martha Road Monsey, NY 10952 Fax: (845)362-3360

Bravo Foods International Corp – THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase _______ shares of Common Stock of Bravo! International Corp. (subject to adjustment as provided herein) COMMON (January 21st, 2005)
Bravo Foods International Corp – THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, BRAVO! FOODS INTERNATIONAL CORP., a Delaware corporation (hereinafter called "Borro (January 21st, 2005)
Bravo Foods International Corp – THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, BRAVO! FOODS INTERNATIONAL CORP., a Delaware corporation (hereinafter called "Borro (January 21st, 2005)
Bravo Foods International Corp – THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 500,000 shares of Common Stock of Bravo! Foods International Corp. (subject to adjustment as provided herein) (January 21st, 2005)
China Premium Food Corp – Vesting $1.00 $2.00 $3.00 $4.00 $5.00 Dates Options Options Options Options Options ------- ------- ------- ------- ------- ------- 1/1/2001 25% 25% 25% 25% 25% 7/1/2001 25% 25% 25% 25% 25% 1/1/2002 25% 25% 25% 25% 25% 7/1/2002 25% 25% 25% 25% 25% General Conditions - Options 4.9. Provided that, these Signing and Performance Options shall vest only if McCormack is employed by the Company on the applicable Vesting Date. If McCormack is not employed by the Company on the applicable Vesting Date, then the option to purchase common shares appurtenant to such options shall be null and void and McCo (May 4th, 2001)
China Premium Food Corp – Exhibit Share Transfer Agreement SHARE TRANSFER AGREEMENT This Agreement is made and entered into by and between the following two parties on November 12 , 2000 in Shanghai : 1. China Premium Food Corp. (formerly known as China Peregrine Food Corp., hereinafter referred to as "Party A"), a corporation duly established and existing under the law of Delaware, USA, with its business place at: 11300 US Highway 1, North Palm Beach, Florida 33408; and 2. Hangzhou Dairy Complex Company (hereinafter referred to as "Party B"), a company duly established and existing under the PRC law, with its legal ad (December 8th, 2000)
China Premium Food Corp – AMENDED CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS, PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE RIGHTS OF SERIES G 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE PER SHARE It is hereby certified that: I. The name of the corporation is China Premium Food Corporation (the "Corporation"), a Delaware corporation. II. Set forth hereinafter is a statement of the voting powers, preferences, limitations, restrictions, and relative rights of shares of Series G 7% Cumulative Convertible Preferred Stock hereinafter designated as contained in a resolution of the Board of Dir (November 20th, 2000)
China Premium Food Corp – AMENDED CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS, PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE RIGHTS OF SERIES F CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE PER SHARE It is hereby certified that: I. The name of the corporation is China Premium Food Corporation (the "Corporation"), a Delaware corporation. II. Set forth hereinafter is a statement of the voting powers, preferences, limitations, restrictions, and relative rights of shares of Series F Convertible Preferred Stock hereinafter designated as contained in a resolution of the Board of Directors of the Corporation pu (November 20th, 2000)
China Premium Food Corp – Agreement With Consultant (May 25th, 2000)
China Peregrine Food Corp – CONSULTING AGREEMENT (October 29th, 1999)
China Peregrine Food Corp – JOINT VENTURE CONTRACT (March 12th, 1999)
China Peregrine Food Corp – Sino-American Joint Venture (March 12th, 1999)
China Peregrine Food Corp – Sino-American Joint Venture (November 6th, 1998)
China Peregrine Food Corp – JOINT VENTURE CONTRACT (November 6th, 1998)