SECURITY AGREEMENTSecurity Agreement • June 22nd, 2009 • Panglobal Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • California
THIS SECURITY AGREEMENT, dated for reference April 30, 2009 (the “Security Agreement”), is executed by PANGLOBAL BRANDS INC, a company incorporated under the laws of Delaware (“Debtor”), for the benefit of Chelsea Capital Corporation., a company incorporated under the laws of British Columbia (“Chelsea”) with an address c/o Darryl Yea/Michael O’Brian, Chelsea Capital Corporation, 666 Burrard Street, Vancouver, BC, V6C ZX8, Canada, on behalf of all subscribers (the “Subscribers”, together with Chelsea, “Secured Party”) for a convertible loan issue of Debtor pursuant to a convertible loan agreement dated for reference April 9, 2009 (the “Loan Agreement”).
ContractPrivate Placement Subscription Agreement • June 22nd, 2009 • Panglobal Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
PANGLOBAL BRANDS INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT UNITS INSTRUCTIONS TO PURCHASERAgreement • June 22nd, 2009 • Panglobal Brands Inc. • Apparel & other finishd prods of fabrics & similar matl
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 22nd, 2009 • Panglobal Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • California
THEREFORE in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Lenders and the Borrower warrant and represent to and covenant and agree with each other as set forth below.
PARI PASSU AND LOAN MODIFICATION AGREEMENTPassu and Loan Modification Agreement • June 22nd, 2009 • Panglobal Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • California
SINECURE HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands, with an address c/o Le Hoedheu, Nazin, Pontivy, France, and PETER HOUGH, businessman, with an address at 63 Wallangra Road, Dover Heights, New South Wales 2033, Australia; and PROVIDENCE WEALTH MANAGEMENT LTD., a company incorporated under the laws of the British Virgin Islands, with an address c/o Mr. Karim Khoury, Chabrier & Partners (Reed Smith), 3 rue du Mont-Blanc P.O. Box 1363 CH - 1211 Geneva 1 Switzerland;
