Exhibit B-1 to Exchange Agreement NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY...Knightsbridge Fine Wines Inc • May 3rd, 2004 • Electrical work • Nevada
For Recorder's use only) RECORDING REQUESTED BY: Randy Rogers Winston & Strawn LLP 101 California Street, Suite 3900 San Francisco, CA 94111 AND WHEN RECORDED MAIL TO: Randy Rogers Winston & Strawn LLP 101 California Street, Suite 3900 San Francisco,...Knightsbridge Fine Wines Inc • May 3rd, 2004 • Electrical work • California
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase Agreement • January 19th, 2006 • 360 Global Wine Co • Beverages • Nevada
EXHIBIT 10.2 EXHIBIT A TO PURCHASE AGREEMENT NEITHER THIS SECURITY NOR THE ISSUANCE TO THE HOLDER OF THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION...Purchase Agreement • October 17th, 2003 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of September 30, 20034 (this "Agreement"), by and among Mr. Jake Shapiro, an individual (the "Pledgor"), and each of Longview Fund, LP, Longview Equity Fund, LP and Longview International Equity Fund, LP...Pledge Agreement • October 7th, 2004 • Knightsbridge Fine Wines Inc • Beverages • New York
Exhibit B-2 to Exchange Agreement NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY...Knightsbridge Fine Wines Inc • May 3rd, 2004 • Electrical work • Nevada
Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of December 22, 2003 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"), and GRYPHON MASTER FUND, L.P., a Bermuda limited...Security Agreement • December 23rd, 2003 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 22, 2003 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"), and GRYPHON MASTER FUND, L.P., a...Registration Rights Agreement • December 23rd, 2003 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
EXHIBIT D TO EXCHANGE AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 21, 2004 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"),...Exchange Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
OFKnightsbridge Fine Wines Inc • December 23rd, 2003 • Electrical work • Nevada
STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT dated as of September 24, 2004, made by and between Joel Shapiro (the "Pledgor"), Gryphon Master Fund, L.P. (the "Secured Party"), and Warren W. Garden, P.C. (the "Agent"), as agent for the Secured Party....Stock Pledge Agreement • September 30th, 2004 • Knightsbridge Fine Wines Inc • Beverages • Nevada
AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of September 30, 2004 (this "Agreement"), to: (i) the Note Purchase Agreement, dated as of May 28, 2004 (as heretofore amended and supplemented and as it in the future may be amended, modified or...Amendment Agreement • October 7th, 2004 • Knightsbridge Fine Wines Inc • Beverages • New York
EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT made as of this 20th day of February, 2003 by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation, with an address at 65 Shrewsbury Road, Livingston, New Jersey 07039 (the "Corporation") and...Employment Agreement • May 11th, 2004 • Knightsbridge Fine Wines Inc • Electrical work • New York
Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT dated as of December 22, 2003 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"), and GRYPHON MASTER FUND, L.P., a Bermuda limited partnership...Purchase Agreement • December 23rd, 2003 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
LICENSE AGREEMENT THIS AGREEMENT is made and entered into this 22nd day of September, 2003 and between THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS, INC., a corporation organized under the laws of the State of New York, with its principal place of...License Agreement • November 2nd, 2004 • Knightsbridge Fine Wines Inc • Beverages • New York
ARTICLE 1 TERMS OF THE ESCROWEscrow Agreement • September 30th, 2004 • Knightsbridge Fine Wines Inc • Beverages • Nevada
Exhibit C to Exchange Agreement REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of April 21, 2004 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"), and GRYPHON MASTER...Registration Rights Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
PROMISSORY NOTE September 24, 2004 Subject to the terms and conditions of this Note and a certain Debt Restructuring Agreement, dated September 24, 2004, by and between Borrower and Lender (as defined below) (the "DEBT RESTRUCTURING Agreement"), and...Knightsbridge Fine Wines Inc • September 30th, 2004 • Beverages • Nevada
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • January 19th, 2006 • 360 Global Wine Co • Beverages • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Warrants and the Options referred to therein.
GRYPHON MASTER FUND, L.P. 7.5% SENIOR SECURED CONVERTIBLE NOTE DUE 2006Securities Exchange Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
i) calculating the sum of the present values of all unpaid principal and interest payments required under the Loan Documents through and including March 1, 2006, including the present value of the outstanding principal balance as of such date (prior...Knightsbridge Fine Wines Inc • May 3rd, 2004 • Electrical work
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Stock Pledge Agreement (this “Agreement”), dated as of July 7 , 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), 360 Global Wine Company, a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
DEBT RESTRUCTURING AGREEMENT ---------------------------- This Debt Restructuring Agreement ("Agreement") is made and entered into this 24th day of September, 2004 (the "Effective Date"), by and among Knightsbridge Fine Wines, Inc. (hereinafter...Debt Restructuring Agreement • September 30th, 2004 • Knightsbridge Fine Wines Inc • Beverages • Nevada
Contract360 Global Wine Co • July 8th, 2005 • Beverages
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 360 GLOBAL WINE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Security and Purchase Agreement is made as of July 7, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), 360 GLOBAL WINE COMPANY, a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
GUARANTYKnightsbridge Fine Wines Inc • May 3rd, 2004 • Electrical work • California
KNIGHTSBRIDGE Fine Wines AGREEMENTAgreement • November 2nd, 2004 • Knightsbridge Fine Wines Inc • Beverages
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Agreement (this “Agreement”) is dated as of the 7th day of July 2005 among 360 Global Wine Company, a Nevada corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):
STOCK PURCHASE AGREEMENT dated March 9, 2006 between SAMSON INVESTMENT COMPANY and GENERAL ELECTRIC COMPANYStock Purchase Agreement • April 7th, 2006 • 360 Global Wine Co • Beverages • New York
AGREEMENT dated March 9, 2006, between GENERAL ELECTRIC COMPANY, a New York corporation ("Seller"), and SAMSON INVESTMENT COMPANY, a Nevada corporation, and or its permitted assigns ("Buyer")
Contract360 Global Wine Co • July 8th, 2005 • Beverages • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 360 GLOBAL WINE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ASSIGNMENT, ASSUMPTION, AND NOVATION AGREEMENTAssignment, Assumption, and Novation Agreement • April 7th, 2006 • 360 Global Wine Co • Beverages • Nevada
THIS ASSIGNMENT, ASSUMPTION, AND NOVATION AGREEMENT (this “360 Investments Subsequent Assignment Agreement”), dated this __ day of March, 2006 (the “Effective Date”), is made by and among 360 GLOBAL WINE COMPANY, a Nevada corporation (“360 Global”), 360 INVESTMENTS LLC, a Delaware limited liability company (“360 Investments”), and GENERAL ELECTRIC COMPANY, a New York corporation (“GE”).
ContractFinancial Consulting Agreement • February 10th, 2006 • 360 Global Wine Co • Beverages
KIRKLAND RANCH WINERY This agreement is made between Kirkland Ranch Winery, whose address is One Kirkland Ranch Road, Napa, CA 94558 and Knightsbridge Fine Wines, whose address is 65 Shrewsbury Road, Livingston, NJ 07039 and consists of the following:...Kirkland Ranch • November 2nd, 2004 • Knightsbridge Fine Wines Inc • Beverages
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 20th, 2005 • 360 Global Wine Co • Beverages • New York
This Settlement Agreement and Release (the “Agreement”) is dated as of April 30, 2005 and is made by and between, Marks Paneth & Shron, LLP (“MPS”) and 360 Global Company, Inc. (formerly known as Knightsbridge Fine Wines, Inc. and referred to herein as “360”)
