Seair Group Inc Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2007 • Drinks Americas Holdings, LTD • Beverages

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2007, between Drinks Americas Holdings, Ltd., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

AGREEMENT ---------
Agreement and Plan of Reorganization • May 28th, 1998 • Vicuna Inc • Blank checks
I. DEFINITIONS
Asset Purchase Agreement • August 14th, 2006 • Drinks Americas Holdings, LTD • Blank checks • New York
RECITAL
Security Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • Connecticut
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • January 31st, 2007 • Drinks Americas Holdings, LTD • Blank checks • New York
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN OUR FOOD PRODUCTS GROUP, INC.
Credit and Security Agreement • October 13th, 2000 • Seair Group Inc • Blank checks • Minnesota
COMMON STOCK PURCHASE WARRANT DRINKS AMERICAS HOLDINGS, LTD.
Drinks Americas Holdings, LTD • December 19th, 2007 • Beverages

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Drinks Americas Holdings, Ltd., a Delaware corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Exhibit 10.17
License Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 19th, 2007 • Drinks Americas Holdings, LTD • Beverages • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2007, between Drinks Americas Holdings, Ltd., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Exhibit 10.8
Drinks Americas Holdings, LTD • March 10th, 2005 • Blank checks
Exhibit 10.12
Trademark License Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • New York

THIS AGREEMENT, effective as of the 9th day of December, 2002, by and between: Drinks Americas Inc., a corporation organized and existing under the laws of Delaware, with offices located at 372 Danbury Road, Wilton, Connecticut (hereinafter called "Licensee"), and Y Sake LLC, a limited liability company organized under the laws of the State of Hawaii, with offices located at 3264 S. Kihei Road, Kihei, HI 96753 (hereinafter called "Licensor").

PROMISSORY NOTE
Promissory Note • April 14th, 2000 • Seair Group Inc • Blank checks
RECITAL
Security Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • Connecticut
SUBLEASE
Sublease • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks
GUARANTY BY CORPORATION
Seair Group Inc • October 13th, 2000 • Blank checks • Minnesota
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RECITALS
Interest Purchase Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • New York
RECITAL
Security Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • Connecticut
RECITAL
Security Agreement • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • Connecticut
RECITALS:
Agreement and Plan of Share Exchange • March 10th, 2005 • Drinks Americas Holdings, LTD • Blank checks • New York
PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • August 18th, 2009 • Drinks Americas Holdings, LTD • Beverages • New York

This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of August 17, 2009 (“Effective Date”), by and among Drinks Americas Holdings, Ltd., a Delaware corporation (“Company”), and Optimus Capital Partners, LLC, a Delaware limited liability company, dba Optimus Special Situations Capital Partners, LLC (including its designees, successors and assigns, “Investor”).

Contract
Drinks Americas Holdings, LTD • June 18th, 2014 • Beverages • California

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement and Stipulation • March 11th, 2014 • Drinks Americas Holdings, LTD • Beverages • Florida

THIS SETTLEMENT AGREEMENT and STIPULATION dated as of March __, 2014 by and between Drinks Americas Holdings, Ltd. (“Drinks” or the “Company”), a corporation formed under the laws of the State of Delaware, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company.

Midtown Partners & Co., LLC
Placement Agent Agreement • December 19th, 2007 • Drinks Americas Holdings, LTD • Beverages • Florida
d. Hold a Promissory Note issued by the Buyer for the terms listed below:
Memorandum Of • April 14th, 2000 • Seair Group Inc • Blank checks
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