ADDENDUM TO LICENSE AGREEMENT BETWEEN SEVEN CELLOS AND HARBREW IMPORTS, LTD.
Exhibit 10.11
b
b
ADDENDUM
TO
BETWEEN
SEVEN
CELLOS AND HARBREW IMPORTS, LTD.
This
Addendum, dated November 1, 2007, sets forth certain amendments to the License
Agreement between Seven Cellos, LLC (“Seven Cellos”) and Harbrew Imports, LLC
(“Harbrew”) dated April 26, 2007 (“the License Agreement”). By this
Addendum, the parties hereto: i) memorialize their agreement to
extend the License to cover specific promotional products related to the Xxxxx
XxXxxx Premium Limoncello (“the Beverage”) identified herein; and
ii) create a simplified mechanism by which additional products can be
integrated into the License Agreement. Seven Cellos and Harbrew
are hereinafter together referred to as “the Parties.”
WHEREAS, the Parties desire to
expand the License Agreement to include a promotional drinking glass, and for
that glass to be subject to the very same compensation terms as defined in the
Agreement;
WHEREAS, the Parties wish to
have a method by which both parties can agree, by mutually signing a one page
schedule, to include additional promotional products under the terms of the
License Agreement;
WHEREAS, the Parties
acknowledge and agree that each has given and received from the other
consideration that is in addition to the consideration given or received in
their Licensing Agreement, which is defined more explicitly below;
NOW THEREFORE, in
consideration of the mutual covenants herein stated, SEVEN CELLOS and HARBREW
agree to clarify or amend particular terms of their License Agreement as
follows:
1.
License:
a) A
promotional drinking glass that is contemplated to be sold in
multiple possible venues as a related product to the Beverage, referred to
herein as the “DDV Promo Glass,” is to be immediately included in the License
Agreement, and shall be subject to the same terms and conditions as the
Beverage;
(b) Additional
promotional products, not including the DDV Promo Glass which is covered by the
body of this Addendum, may be included similarly if the Parties agree by signing
a Schedule and immediately filing such as an Addendum with the Secretary of
Harbrew and appropriate officer or manager of Seven Cellos, as well as with the
Securities and Exchange Commission once Harbrew is subject to reporting
requirements.
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2.
Consideration:
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Warrant
Grant: as additional
consideration for extending the License Agreement to cover promotional products,
Harbrew is hereby issuing to Seven Cellos a warrant to purchase 20,000
shares of the issued and outstanding stock of Company, for an exercise price
equal to the lower of $1.00 per share, or 85% of the 30 day average bid and ask
price as reported by the PinkSheets, OTC Bulletin Board or whatever exchange or
service that lists the Company’s Common Stock; provided, however, that in no
event shall the exercise price be less than $0.50 per
share. Xxxxx Xxxx “Xxxx” shall also be granted a warrant to
purchase 5,000 shares of the issued and outstanding stock of Company, for an
exercise price of the lower of $1.00 per share, or 85% of the 30 day
average bid and ask price as recorded on the PinkSheets, OTC Bulletin Board or
whatever exchange or service that lists the Company’s Common Stock; provided, however, that in no
event shall the exercise price be less than $0.50 per share.
IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by their respective
officers, who are each authorized to sign on behalf of his respective
corporation, and have duly delivered and executed this Addendum to be effective
on September [ ], 2007, intending it to be an instrument under
seal.
| SEVEN CELLOS, LLC | |||
|
|
By:
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/s/ Xxxxx XxXxxx | |
| Xxxxx XxXxxx | |||
| President | |||
| HARBREW IMPORTS, LLC. | |||
|
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By:
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/s/ Xxxxxxx XxXxxxx | |
| Xxxxxxx XxXxxxx, | |||
|
Chief
Executive Officer
|
|||
2
Schedule [ ]
XXXXX XXXXXX PREMIUM
LIMONCELL
RELATED AND/OR PROMOTINOAL
PRODUCT APPLICATION
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Name
of
|
Date
of
|
Description
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Product
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Application
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The
described product, once accepted by the Parties, shall be deemed to be
incorporated into the Licence Agreement entered into on April 26, 2007 and
amended on November [ ] 2007 (collectively, ”the Agreement”), and
shall be subject to the same terms and conditions as the Beverage in the
Agreement. Parties can indicate approval for the above
described product by: 1) signing below, before a witness, and; 2)
providing copies of the fully executed agreement to the appropriate record
keeper of his respective busienss entity. Once reporting, all such
new product additions to the License Agreement shall be filed with the
Securities and Exchange Commission.
| SEVEN CELLOS, LLC | |||
|
|
By:
|
/s/ Xxxxx XxXxxx | |
| Xxxxx XxXxxx | |||
| President | |||
ATTEST:
------------------------------------------
PRINT
NAME BELOW SIGNATURE
Secretary
or other witness.
| HARBREW IMPORTS, LLC. | |||
|
|
By:
|
/s/ Xxxxxxx XxXxxxx | |
| Xxxxxxx XxXxxxx, | |||
|
Chief
Executive Officer
|
|||
ATTEST:
---------------------------------
PRINT
NAME BELOW SIGNATURE
Secretary
or other witness
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