Purple Beverage Company, Inc. Sample Contracts

Purple Beverage Company, Inc. – Re: Amendment to December 2007 Subscription Agreement (November 20th, 2008)

Purple Beverage Company, Inc. (the “Company”) has been offered the opportunity to receive financing from a third party lender pursuant to which the Company shall issue and sell to the lender one or more debentures at a conversion price that will be set at a 20% discount to market. Subject to certain conditions and at the option of the lender, the Company may raise up to a maximum aggregate amount of $6,000,000 in connection with this financing, in four tranches of up to $1.5 million each, with a minimum of $250,000 to be advanced at the initial closing. Although the Company is currently negotiating definitive documents with the lender, there can be no assurance that this financing will be consummated.

Purple Beverage Company, Inc. – Contract (October 10th, 2008)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. (October 10th, 2008)

THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 6, 2008, by and between the Company and the Investor.

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. (October 10th, 2008)

THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 6, 2008, by and between the Company and the Investor.

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. (October 10th, 2008)

THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 24, 2008, by and between the Company and the Investor.

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. SUBSCRIPTION AGREEMENT (October 10th, 2008)

The undersigned, Ben Rabinowitz, hereby subscribes to purchase the securities (the “Securities”) of Purple Beverage Company, Inc., a Nevada corporation (the “Company”), consisting of a promissory note in the face amount of up to $3,000,000 (the “Note”), in the form attached hereto as Exhibit A; up to 600,000 shares (the “Shares”) of the Company’s Common Stock (such number of Shares to be calculated on a pro rata basis determined by the face amount of the Note); a two-year warrant, in the form attached hereto as Exhibit B (the “A Warrant”), to purchase up to 600,000 shares of the Company’s Common Stock (the number of shares of the Company’s Common Stock underlying the A Warrant to be calculated on a pro rata basis as determined by the face amount of the Note) at an exercise price of $2.00 per underlying share (the “Initial A Warrant Exercise Price”); and a two-year warrant, in the form attached hereto as Exhibit C (the “B Warrant;” together with A Warrant, the “Warrants”), to purchase u

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. (October 10th, 2008)

THIS CERTIFIES THAT, for value received, Ben Rabinowitz, an individual (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Purple Beverage Company, Inc., a Nevada corporation, with an office located at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of June 24, 2008, by and between the Company and the Investor.

Purple Beverage Company, Inc. – FORM OF FINAL LETTER AMENDMENT (October 10th, 2008)

I am writing to express my sincere appreciation for your continued support of Purple Beverage and a brief update of our business. As part of this update I am also expressing a desire to further restructure your investment in order to permit us to pursue additional financing. The past several months have been a challenging time for Purple. With 4,000 stores carrying Purple we are rapidly building brand identity and a loyal following. We also continue to receive strong interest from new distributors who could open vast new markets. However, during these challenging economic times we have found ourselves shut out from the capital markets. We have been unable to secure the capital needed for growth from traditional sources. In order to maintain our operations even at present levels we have received capital in the form of short term bridge loans. Recently, we restructured our registered December 2007 warrants reducing the exercise price to $0.40 from $2.00 and issuing restricted common stoc

Purple Beverage Company, Inc. – UNSECURED PROMISSORY NOTE (October 10th, 2008)

This Unsecured Promissory Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of Florida, without regard to principles of conflict of laws.

Purple Beverage Company, Inc. – PROMISSORY NOTE (October 10th, 2008)

This Promissory Note may be prepaid in whole or in part at any time, or from time to time, without premium or penalty and without prior notice to or consent by the Holder. Amounts prepaid may not be re-borrowed.

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. SUBSCRIPTION AGREEMENT (October 10th, 2008)

The undersigned, Ben Rabinowitz, hereby subscribes to purchase the securities (the “Securities”) of Purple Beverage Company, Inc., a Nevada corporation (the “Company”), consisting of a promissory note in the face amount of up to $3,000,000 (the “Note”), in the form attached hereto as Exhibit A; up to 600,000 shares (the “Shares”) of the Company’s Common Stock (such number of Shares to be calculated on a pro rata basis determined by the face amount of the Note); a two-year warrant, in the form attached hereto as Exhibit B (the “A Warrant”), to purchase up to 600,000 shares of the Company’s Common Stock (the number of shares of the Company’s Common Stock underlying the A Warrant to be calculated on a pro rata basis as determined by the face amount of the Note) at an exercise price of $2.00 per underlying share (the “Initial A Warrant Exercise Price”); and a two-year warrant, in the form attached hereto as Exhibit C (the “B Warrant;” together with A Warrant, the “Warrants”), to purchase u

Purple Beverage Company, Inc. – PROMISSORY NOTE (October 10th, 2008)

This Promissory Note may be prepaid in whole or in part at any time, or from time to time, without premium or penalty and without prior notice to or consent by the Holder. Amounts prepaid may not be re-borrowed.

Purple Beverage Company, Inc. – Form of Letter Amendment to Subscription Agreement (October 6th, 2008)

I am writing to express my sincere appreciation for your continued support of Purple Beverage and a brief update of our business. As part of this update I am also expressing a desire to further restructure your investment in order to permit us to pursue additional financing. The past several months have been a challenging time for Purple. With 4,000 stores carrying Purple we are rapidly building brand identity and a loyal following. We also continue to receive strong interest from new distributors who could open vast new markets. However, during these challenging economic times we have found ourselves shut out from the capital markets. We have been unable to secure the capital needed for growth from traditional sources. In order to maintain our operations even at present levels we have received capital in the form of short term bridge loans. Recently, we restructured our registered December 2007 warrants reducing the exercise price to $0.40 from $2.00 and issuing restricted common stoc

Purple Beverage Company, Inc. – AMENDMENT NO. 3 TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCK PURCHASE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PURPLE BEVERAGE COMPANY, INC. (September 16th, 2008)

This Amendment to the Subscription Agreement and to Common Stock Purchase Warrant to purchase shares of common stock, par value $0.001 per share (the “Common Stock”) of Purple Beverage Company, Inc. (this “Amendment”), is effective as of September __, 2008, by Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”). The Company and Holder are, together, the “Parties.”

Purple Beverage Company, Inc. – PROMISSORY NOTE (September 16th, 2008)

FOR VALUE RECEIVED, the undersigned, PURPLE BEVERAGE COMPANY, INC., a Nevada corporation ("Debtor"), promises to pay to the order of Barry Honig., or its successors or assigns ("Lender"), on October 13, 2008 ("Maturity Date"), at 551 Fifth Avenue, Suite 1601, New York, New York 10176, or at such other place as the Lender may designate from time to time in writing to the Debtor, in lawful money of the United States of America, the principal sum of Five Hundred Thousand Dollars and no cents ($500,000.00), together with interest on the unpaid principal balance of this Note from the date hereof until paid at five percent (5%) per annum. In the event of Debtor's default hereunder, interest on amounts past due pursuant to this Note shall be paid at a rate of eighteen percent (18%) per annum. Interest shall be computed on the basis of a 360-day year.

Purple Beverage Company, Inc. – AMENDMENT NO.1 TO THE 2007 INCENTIVE PLAN OF PURPLE BEVERAGE COMPANY, INC. (September 16th, 2008)

This Amendment No. 1 (the “Amendment”) to the 2007 Incentive Plan (the “Plan”) of Purple Beverage Company, Inc. (the “Company”) is made effective as of the 15th day of September, 2008. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

Purple Beverage Company, Inc. – CONSULTING AGREEMENT (September 16th, 2008)

This CONSULTING AGREEMENT (this “Agreement”) is entered into as of September 15, 2008, by and between Purple Beverage Company, Inc., a Nevada corporation (the “Company”) and Barry Honig, an individual (the “Consultant”).

Purple Beverage Company, Inc. – AMENDMENT NO.1 TO THE 2007 INCENTIVE PLAN OF PURPLE BEVERAGE COMPANY, INC. (September 15th, 2008)

This Amendment No. 1 (the “Amendment”) to the 2007 Incentive Plan (the “Plan”) of Purple Beverage Company, Inc. (the “Company”) is made effective as of the 15th day of September, 2008. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

Purple Beverage Company, Inc. – UNSECURED PROMISSORY NOTE (September 9th, 2008)

This Unsecured Promissory Note shall be paid in accordance with the schedule attached (Exhibit A) and may be prepaid in whole or in part at any time, without premium or penalty or notice.

Purple Beverage Company, Inc. – UNSECURED PROMISSORY NOTE (September 9th, 2008)

This Unsecured Promissory Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of Florida, without regard to principles of conflict of laws.

Purple Beverage Company, Inc. – UNSECURED PROMISSORY NOTE (September 9th, 2008)

This Unsecured Promissory Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of Florida, without regard to principles of conflict of laws.

Purple Beverage Company, Inc. – PURPLE BEVERAGE COMPANY, INC. SUBSCRIPTION AGREEMENT (September 9th, 2008)

The undersigned, Jay-2 Investments, LLC, a California limited liability company, hereby subscribes to purchase the securities (the “Securities”) of Purple Beverage Company, Inc., a Nevada corporation (the “Company”), consisting of a promissory note in the face amount of $1,000,000 (the “Note”), in the form attached hereto as Exhibit A; not less than 200,000 shares (the “Shares”) of the Company’s $.001 par value Common Stock (“Common Stock”); a two-year warrant, in the form attached hereto as Exhibit B (the “A Warrant”), to purchase up to 200,000 shares of the Company’s Common Stock (the number of shares of the Company’s Common Stock underlying the A Warrant to be calculated on a pro rata basis as determined by the face amount of the Note) at an exercise price of $2.00 per underlying share (the “Initial Warrant Exercise Price”), in accordance with this agreement. This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion for any cause or fo

Purple Beverage Company, Inc. – PROMISSORY NOTE (September 9th, 2008)

This Promissory Note may be prepaid in whole or in part at any time, or from time to time, without premium or penalty and without prior notice to or consent by the Holder. Amounts prepaid may not be re-borrowed.

Purple Beverage Company, Inc. – CLASS A COMMON STOCK PURCHASE WARRANT (September 9th, 2008)

PURPLE BEVERAGE COMPANY, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, JAY-2 INVESTMENTS, LLC, 137 North Larchmont Boulevard, #484, Los Angeles, California 90004, facsimile: __________ or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time commencing on the Issue Date until 5:00 p.m., ET on the second anniversary of the Issue Date (the “Expiration Date”), up to 200,000 fully paid and nonassessable shares of Common Stock at a per share purchase price of $2.00. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently. Capitalized term

Purple Beverage Company, Inc. – PROMISSORY NOTE (September 9th, 2008)

FOR VALUE RECEIVED, the undersigned, PURPLE BEVERAGE COMPANY, INC., a Nevada corporation (“Debtor”), promises to pay to the order of Barry Honig., or its successors or assigns (“Lender”), on the sooner of October 24, 2008, or within five days of receipt by the Debtor of funds in excess of Two Hundred and Fifty Thousand Dollars and no cents (“Maturity Date”) at 551 Fifth Avenue, Suite 1601, New York, New York 10176, or at such other place as the Lender may designate from time to time in writing to the Debtor, in lawful money of the United States of America, the principal Sum of Two Hundred and Fifty Thousand Dollars and no cents ($250,000.00), together with interest on the unpaid principal balance of this Note from the date hereof until paid at five percent (5%) per annum. In the event of Debtor’s default hereunder, interest on amounts past due pursuant to this Note shall be paid at a rate of eighteen percent (18%) per annum. Interest shall be computed on the basis of a 360-day year.

Purple Beverage Company, Inc. – UNSECURED PROMISSORY NOTE (September 9th, 2008)

This Unsecured Promissory Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of Florida, without regard to principles of conflict of laws.

Purple Beverage Company, Inc. – AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCK (September 4th, 2008)

This Amendment to the Subscription Agreement and to Common Stock Purchase Warrant to purchase shares of common stock, par value $0.001 per share (the “Common Stock”) of Purple Beverage Company, Inc. (this “Amendment”), is effective as of September __, 2008, by Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”). The Company and Holder are, together, the “Parties.”

Purple Beverage Company, Inc. – WARRANT ASSIGNMENT AGREEMENT (September 4th, 2008)

This Warrant Assignment Agreement (this “Assignment”) is made and entered into as of the ___ day of September 2008 (the “Effective Date”), by and between ________________ (the “Assignor”) and _______________ (the “Assignee”).

Purple Beverage Company, Inc. – PURCHASING AGREEMENT (July 22nd, 2008)

BUYER: General Nutrition Distribution, LP 300 Sixth Avenue Pittsburgh, PA 15222 Attention: Purchasing Department Phone: 412-288-4690 Fax: 412-288-4743 E-mail: Kelly-kumanchik@gnc-hia.com Contact Person Kelly Kumanchik SELLER: Venture Beverage Company 450 East Las Olas Blvd Suite 830 Fort Lauderdale FL 33301 Phone: 954-462-8382ext205 Fax: 954-337-3318 E-mail: mcoffin@drinkpurnle.com Contact Person: Mike Coffin

Purple Beverage Company, Inc. – CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DISTRIBUTION AGREEMENT (July 22nd, 2008)

This Distribution Agreement (the "Agreement") is dated as of February 26, 2008 and is by and between PURPLE BEVERAGE COMPANY, Inc. (the “Supplier”) a Nevada corporation with its principal place of business at 450 East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301 and Big Geyser, Inc. (the "Distributor" and sometimes collectively referred to herein with the Supplier as the "Parties"), a Delaware Corporation with its principal place of business at 57-65 48th Street, Maspeth, New York 11378 (the "Premises").

Purple Beverage Company, Inc. – CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DISTRIBUTION AGREEMENT (July 22nd, 2008)

This Distribution Agreement (the "Agreement") is dated as of the 26th day of March , 2008 and is by and between PURPLE BEVERAGE COMPANY, Inc a Nevada corporation (hereinafter called "Supplier" (the "Supplier"), with its principal place of business at 450 East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301 and B & E Juice Co. (the "Distributor" and sometimes collectively referred to herein with the Supplier as the "Parties"), a Connecticut Corporation with its principal place of business at 1085 Connecticut Ave., Bridgeport, Connecticut 06607 (the "Premises").

Purple Beverage Company, Inc. – CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DISTRIBUTION AGREEMENT (July 22nd, 2008)

THIS DISTRIBUTION AGREEMENT ("Agreement") is made this 24th day of January, 2008, by and between PURPLE BEVERAGE COMPANY INC, a Nevada corporation d/b/a Purple Beverage (hereinafter called "Supplier" or the "Company") whose address is 450 East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301 and Crosset Company an Ohio corporation (hereinafter called "Distributor") whose address is 10295 Toebben Drive, Independence, Kentucky 41051.

Purple Beverage Company, Inc. – EMPLOYMENT AGREEMENT (May 2nd, 2008)

This Employment Agreement (the “Agreement”) is entered into as of March 19, 2008, by and between Purple Beverage Company, Inc., a Nevada corporation (the “Company”), and Michael W. Wallace (“Employee”). The parties hereto agree as follows:

Purple Beverage Company, Inc. – NONQUALIFIED STOCK OPTION AWARD AGREEMENT Issued Pursuant to the Resolution of the Board of Directors of Purple Beverage Company, Inc. (May 2nd, 2008)

THIS OPTION AWARD AGREEMENT (“Agreement”), effective March 25, 2008 (the “Date of Grant”) represents the grant of a nonqualified stock option (“Option”) by Purple Beverage Company, Inc. (the “Company”), to Mariano Rivera (the “Holder”). The Option granted hereby is not intended to be an “Incentive Stock Option,” within the meaning of Section 422 of the Internal Revenue Code.

Purple Beverage Company, Inc. – ENDORSEMENT AGREEMENT (May 2nd, 2008)

THIS ENDORSEMENT AGREEMENT (“Agreement”) is entered into as of March 25, 2008 by and among Purple Beverage Company (“Buyer”), and Mariano Rivera (“Athlete”), in connection with the endorsement of, and the advertising and promotion for, Buyer’s product PURPLE (“Endorsed Product”).