Letter of Intent for Business Transactions (September 12th, 2014)
This binding letter of intent (the "Letter of Intent") is made by and between the following entities: (i) Lotus MMJ Consulting LLC, a Colorado limited liability company ("Lotus"), (ii) DC Brands International, Inc., a Colorado corporation ("DC"), (iii) DC Brands Green Investors, LLC, a Colorado limited liability company ("Green"), and together with Lotus, DC, and DC Green, each a "Party" and collectively the "Parties") and sets forth the general terms and conditions of the Parties' agreement to effectuate a merger of their respective entities (the "Proposed Transaction"). This Letter of Intent contains binding provisions of understanding between the Parties.
Contract (April 16th, 2013)
Contract (April 16th, 2013)
CERTIFICATE OF DESIGNATION OF THE SERIES C PREFERRED STOCK SERIES D PREFERRED STOCK SERIES E PREFERRED STOCK SERIES F PREFERRED STOCK SERIES G PREFERRED STOCK (Par Value $0.001 Per Share) OF DC BRANDS INTERNATIONAL, INC. (October 17th, 2012)
I, Bob Armstrong, Chief Financial Officer of DC Brands International, Inc. a Colorado corporation (the "Corporation"), pursuant to the provisions of Section 7-106-101 of the Colorado Revised Statutes, hereby makes this Certificate of Designation under the corporate seal of the Corporation and hereby states and certifies that pursuant to the authority expressly vested in the board of directors of the Corporation by the Articles of Incorporation, the board of directors duly adopted the following resolutions:
EQUITY PURCHASE AGREEMENT BY AND BETWEEN DC BRANDS INTERNATIONAL, INC. AND SOUTHRIDGE PARTNERS II, LP Dated July 08, 2011 (July 13th, 2011)
THIS EQUITY PURCHASE AGREEMENT entered into as of the 8th day of July, 2011 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and DC BRANDS INTERNATIONAL, INC.,
Registration Rights Agreement (July 13th, 2011)
This Registration Rights Agreement ("Agreement"), dated July 08, 2011, is made by and between DC BRANDS INTERNATIONAL, INC., a Colorado corporation ("Company"), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Investor").
Promissory Note (March 31st, 2011)
Contract (March 31st, 2011)
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE "ACTS"). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
Dc Brands International, Inc. Investment Agreement (February 2nd, 2011)
THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Registration Rights Agreement (February 2nd, 2011)
This Registration Rights Agreement (this "Agreement"), dated as of January 31, 2011, by and between DC Brands International, Inc., a Colorado corporation (the "Company"), and Centurion Private Equity, LLC, a limited liability company organized under the laws of the state of Arizona ("Investor" or the "Holder").
Endorsement Agreement (June 22nd, 2010)
THIS AGREEMENT is entered into this 21st day of October, 2009, by and between DC Brands International, Inc., a Colorado corporation with offices at 9500 NW 49th Ave., Ste. D-106, Wheatridge, Colorado (the Company), and Chris Andersen, an individual whose address is 5401 South Park Terrace Avenue. #308B, Greenwood Vi llage, CO 80111 (the Athlete).
Acosta, Inc. Sales Representative Contract (June 22nd, 2010)
This Agreement ("Agreement") is effective as of March 15, 2010 between Acosta, Inc. d/b/a Acosta Sales and Marketing Company, a Delaware corporation, with its principal place of business at 6600 Corporate Center Parkway, Jacksonville, FL 32216 (the "Representative") and DC Nutrition, Inc., a Colorado corporation with its principal place of business at 9500 W. Avenue, Suite D-106, Wheat Ridge, CO 80333 (the "Client").
Purchase and Sale Agreement (June 22nd, 2010)
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is executed by and between Liquid Capital Exchange, Inc., a corporation organized under the laws of the state of Delaware, having a mailing address at MacArthur Plaza 5525 N. MacArthur Blvd, Ste 535, Irving, TX 75038 (hereinafter referred to as "Factor") and DC Brands International, Inc. d/b/a H.A.R.D Nutrition, a Colorado Corporation located at 9500 W 49th Ave Ste D106, Wheat Ridge, CO 80033 (hereinafter referred to as "Seller"). All capitalized terms in this Agreement shall have the meanings given those terms in the as defined under the Uniform Commercial Code ("UCC") of Texas as in effect from time to time. Seller and Factor agree to the following terms and conditions:
Agreement to Exchange Preferred Stock for Common Stock (May 10th, 2010)
THIS AGREEMENT, dated as of March 24, 2008 is entered into by and between Richard Pearce ("Pearce") and DC Brands International, Inc. (the "Company").
This Warrant and the Securities Issuable Upon the Exercise of This Warrant Have Not He en Registered Under the Securities Act of 1933, as Amended (The "Act") or Any State Securities Laws. This Warrant and Such Securities May Not Be Sold. Offered for Sale, Pledged. Hypothecated or Otherwise Transferred or Disposed of Unless and Until (I) Registered Under the Act and Such State Securities Laws or (2) the Company Is Provided an Opinion of Counsel to the Holder Satisfactory to the Company and Its Counsel That Such Registration Is Not Required. (May 10th, 2010)
FOR VALUE RECEIVED. DC Brands International. Inc., a Colorado corporation (the "Company"), hereby issues to or his permitted and registered transferee (the "Holder") the right to purchase from the Company up to a maximum of Four Million (4.000.000) shares of fully paid and non-assessable Common stock, par value $0.01 per share ("Common Stock") of the Company (the "Shares"), at a purchase price per Share as set out below (the "Warrant Price"). The number of Shares and the Warrant Price shall be subject to adjustment from time to time pursuant to the terms and conditions hereof.
Articles of Incorporation Telamerge Holding Corp. (May 10th, 2010)
The undersigned, who, if a natural person, is eighteen years of age or older, hereby establishes a corporation pursuant to the Colorado Business Corporation Act, as amended, and adopts the following Articles of Incorporation:
Exchange Agreement (May 10th, 2010)
THIS AGREEMENT, dated as of June 8, 2007 is entered into by and between Richard Pearce ("Pearce") and DC Brands International, Inc. (the "Company").
Fmployment Agrefmfnt (May 10th, 2010)
THIS EMPLOYMENT AGREEMENT made and approved by the employee and a majority of the Board of DC Brands International, Inc. as well as a majority of disinterested shareholders, effective as of the lst day of October, 2004, between DC Brands International, Inc., a corporation duly created and organized and existing under and by virtue of the laws of the state of Colorado and having its principal office at 12600 W. Colfax Ave Suite B430 Lakewood, CO 80215 ("DC Brands International, Inc.") and Richard J. Pearce residing at 4550 Cherry Creek South Drive Unit 1813 Denver, CO 80246 ("Employee"). These addresses, unless otherwise amended in writing between the parties, shall be the addresses utilized for any and all correspondence and/or notifications between the parties as relates to this employment agreement. This agreement supersedes and controls over all previous agreements between these parties.
Licensing Agreement (May 10th, 2010)
This Agreement is dated as of the 1st day of January, 2008 by and between DC Brands International, Inc. a Colorado corporation (herein referred to as "Company") and Richard Pearce ("Pearce") and Jeremy Alcamo ("Alcamo") (Pearce and Alcamo being hereinafter referred to as the "Licensees"). The parties agree as follows:
Employment Agreement (May 10th, 2010)
AGREEMENT made as of May 1, 2010 by and between DC Brands, Inc., a Colorado corporation having its principal office at 4900 W. 49th Avenue, Wheat Ridge, CO 33317 (hereinafter referred to as the "Company"), and Jeremy Alcamo, currently residing at _6357 Otis Street Arvada, CO 80003, Colorado (hereinafter referred to as "Executive").