Yarraman Winery, Inc. Sample Contracts

Global Beverages, Inc. – Deed of Company Arrangement The Company Listed in the First Schedule The Administrator Listed in the First Schedule Global Beverages Inc. The Directors Listed in the First Schedule and The Excluded Creditors which are listed in the First Schedule (December 2nd, 2011)

A On the Appointment Date, the Company appointed the Administrator as Administrator of the Company pursuant to Section 436A of the Corporations Act 2001.

Global Beverages, Inc. – Assets Current Assets Cash and cash equivalents $ (38,816 ) $ 147,222 $ 108,406 Accounts receivable 760,313 504,254 1,264,567 Inventory 3,362,528 632,943 3,995,471 Prepaid expenses - 30,284 30,284 Due from related party - 1,687,382 1,687,382 Other receivables - 422,802 422,802 Total Current Assets 4,084,025 3,424,887 7,508,912 Fixed assets, net 3,528,013 8,257 3,536,270 Other Assets Deposits 190,961 560,607 751,568 Goodwill - 4,954,210 4,954,210 Investment in subisiaries - 1 26,637,465 - Intangible 19,459,248 210,350 2 18,776,693 38,446,291 Total Current Assets 19,650,209 5,725,167 18,776,693 (May 20th, 2010)
Global Beverages, Inc. – ACSB Acquavella, Chiarelli, Shuster, Berkower & Co., LLP (May 20th, 2010)
Global Beverages, Inc. – EXCHANGE AGREEMENT (January 7th, 2010)

This Agreement is made and entered into as of December 31, 2009 by and between GLOBAL BEVERAGES, INC., a Nevada corporation (“Global”), and RIVIERA GLOBAL HOLDINGS, LLC, a New York limited liability company (the “Shareholder”, and together with Global, the “Parties”).

Yarraman Winery, Inc. – AGREEMENT AND PLAN OF MERGER between YARRAMAN WINERY, INC. and GLOBAL BEVERAGES, INC. Dated as of December 10th, 2009 (December 22nd, 2009)

AGREEMENT AND PLAN OF MERGER, dated as of December 10th, 2009, between Yarraman Winery, Inc., a Nevada corporation (“Parent”), and Global Beverages, Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Global”). Parent and Global are hereinafter collectively referred to as the “Constituent Corporations.”

Yarraman Winery, Inc. – Drinks Americas Announces Letter of Intent to Acquire Global Beverages Asia Ltd. (March 27th, 2009)

WILTON, Conn.--(BUSINESS WIRE)--Drinks Americas Holdings, Ltd. (OTC BB: DKAM - News), a leading owner, developer and marketer of global premium beverages, announced today that it has entered into a non-binding Letter of Intent to purchase, for stock, “Global Beverages Asia Ltd.”, the new name for the combination of Yarraman Winery, Inc. (“Yarraman”) and Asia Distribution Solutions Ltd. (“ADSL”), a combination which has existing distribution operations and large retail stores in China for its proprietary and non-proprietary wines, spirits, beers, mixers, and soft drinks.

Yarraman Winery, Inc. – Recommended offer by Yarraman Winery Inc. (“YRMN”) for Asia Distribution Solutions Limited (“ADSL” or the “Company”) (December 22nd, 2008)

On 1 December 2008, the Board of ADSL announced the document setting out the terms of the offer for the entire issued and to be issued share capital of ADSL by YRMN dated 27 November 2008 had been posted to ADSL Shareholders.

Yarraman Winery, Inc. – THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (December 2nd, 2008)

On 4th September 2008 ADSL announced that it had reached agreement with Yarraman on the terms of a recommended offer to be made by or on behalf of Yarraman for the entire issued and to be issued share capital of ADSL, to be satisfied by the issue of New YRMN Shares.

Yarraman Winery, Inc. – Contact: Trudy M. Self (September 1st, 2006)

Sydney, Australia—August 31, 2006—Yarraman Winery, Inc. (OTC: YRMN) announced today that Andrew Lyon has resigned as Chief Executive Officer and President to resume control of his family’s agribusiness, wine and hospitality interests.

Yarraman Winery, Inc. – Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) -Remit in Duplicate- (February 9th, 2006)
Yarraman Winery, Inc. – AMENDED AND RESTATED BYLAWS OF YARRAMAN WINERY, INC. (a Nevada corporation) (February 9th, 2006)
Yarraman Winery, Inc. – Share Exchange Agreement (December 22nd, 2005)

This Share Exchange Agreement, dated as of December 22, 2005, is made by and among Yarraman Winery, Inc., a Nevada corporation formerly named Dazzling Investments, Inc. (the “Acquiror Company”), each of the Persons listed on Exhibit A hereto (collectively, the “Acquiror Company Shareholders”, and individually an “Acquiror Company Shareholder”), each of the Persons listed on Exhibit B hereto (collectively, the “Shareholders”, and individually a “Shareholder”), Delta Dawn Pty Ltd., a company incorporated in Australia (the “Trustee”), as Trustee of the Yarraman Road Trust (the “Trust”), and Yarraman Estate Pty Ltd., a company incorporated in Australia (the “Company”).

Yarraman Winery, Inc. – PROMISSORY NOTE (December 22nd, 2005)

FOR VALUE RECEIVED, Dragon Enterprises Limited, a St. Lucia Corporation (the “Maker”), hereby promises to pay to Yarraman Winery, Inc., a Nevada corporation (the “Company”), the principal sum of Four Hundred Eighteen Thousand Seven Hundred Sixty Eight Dollars and Forty Four Cents ($418,768.44), which will be paid in lawful money of the United States of America, with interest thereon as set forth herein. The principal amount outstanding under this Note and all accrued interest thereon shall be paid in full to the Company on December 21, 2006 (the “Maturity Date”). This Note is being furnished to the Seller in connection with the transactions contemplated by that certain Stock Purchase Agreement entered into as of December 22, 2005 by and between the Company and the Maker.

Yarraman Winery, Inc. – STOCK PURCHASE AGREEMENT (December 22nd, 2005)

Stock Purchase Agreement, dated December 22, 2005, between Yarraman Winery, Inc., a Nevada corporation having its business address at 6767 W. Tropicana Ave., Suite 207, Las Vegas, NV 89103 (the “Company”) and the investors listed on Exhibit A attached hereto (the “Purchasers”).

Yarraman Winery, Inc. – PROMISSORY NOTE (December 22nd, 2005)

FOR VALUE RECEIVED, Sunvalley Limited, a Seychelles Corporation (the “Maker”), hereby promises to pay to Yarraman Winery, Inc., a Nevada corporation (the “Company”), the principal sum of Four Hundred Thirty Seven Thousand Eight Hundred Three Dollars and Thirty Seven Cents ($437,803.37), which will be paid in lawful money of the United States of America, with interest thereon as set forth herein. The principal amount outstanding under this Note and all accrued interest thereon shall be paid in full to the Company on December 21, 2006 (the “Maturity Date”). This Note is being furnished to the Seller in connection with the transactions contemplated by that certain Stock Purchase Agreement entered into as of December 22, 2005 by and between the Company and the Maker.

Yarraman Winery, Inc. – PROMISSORY NOTE (December 22nd, 2005)

FOR VALUE RECEIVED, Leeds Holdings Limited, a Belize Corporation (the “Maker”), hereby promises to pay to Yarraman Winery, Inc., a Nevada corporation (the “Company”), the principal sum of Three Hundred Seventy Eight Thousand Seven Hundred Ninety Five Dollars and Nine Cents ($378,795.09), which will be paid in lawful money of the United States of America, with interest thereon as set forth herein. The principal amount outstanding under this Note and all accrued interest thereon shall be paid in full to the Company on December 21, 2006 (the “Maturity Date”). This Note is being furnished to the Seller in connection with the transactions contemplated by that certain Stock Purchase Agreement entered into as of December 22, 2005 by and between the Company and the Maker.

Yarraman Winery, Inc. – PROMISSORY NOTE (December 22nd, 2005)

FOR VALUE RECEIVED, Glenealy International Limited, a St. Lucia Corporation (the “Maker”), hereby promises to pay to Yarraman Winery, Inc., a Nevada corporation (the “Company”), the principal sum of Four Hundred One Thousand Sixty Five Dollars and Ninety Six Cents ($401,065.96), which will be paid in lawful money of the United States of America, with interest thereon as set forth herein. The principal amount outstanding under this Note and all accrued interest thereon shall be paid in full to the Company on December 21, 2006 (the “Maturity Date”). This Note is being furnished to the Seller in connection with the transactions contemplated by that certain Stock Purchase Agreement entered into as of December 22, 2005 by and between the Company and the Maker.

Yarraman Winery, Inc. – PROMISSORY NOTE (December 22nd, 2005)

FOR VALUE RECEIVED, Oriental Holdings Limited, a St. Lucia Corporation (the “Maker”), hereby promises to pay to Yarraman Winery, Inc., a Nevada corporation (the “Company”), the principal sum of Three Hundred Sixty Three Thousand Five Hundred Sixty Seven Dollars and Fourteen Cents ($363,567.14), which will be paid in lawful money of the United States of America, with interest thereon as set forth herein. The principal amount outstanding under this Note and all accrued interest thereon shall be paid in full to the Company on December 21, 2006 (the “Maturity Date”). This Note is being furnished to the Seller in connection with the transactions contemplated by that certain Stock Purchase Agreement entered into as of December 22, 2005 by and between the Company and the Maker.

Yarraman Winery, Inc. – ARTICLES OF MERGER (December 12th, 2005)

EXHIBIT 3.1 DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684-5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 1 Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b)) SUBMIT IN DUPLICATE 1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity. YARRAMAN WINERY, INC. ___________________________________________________________________________ Name of mergi

Yarraman Winery, Inc. – ARTICLES OF MERGER (December 9th, 2005)

EXHIBIT 3.1 DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4299 (775) 684-5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 1 Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b)) SUBMIT IN DUPLICATE 1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity. YARRAMAN WINERY, INC. ___________________________________________________________________________ Name of mergi