MAY 14, 2004Securities Purchase Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May14, 2004, by and between Xstream Beverage Group, Inc., a Nevada corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Xstream Beverage Group Inc • May 25th, 2004 • Blank checks • New York
BACKGROUNDStock Pledge Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.3 XSTREAM BEVERAGE GROUP, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands...Xstream Beverage Group Inc • May 25th, 2004 • Blank checks • New York
EXHIBIT 10.6 SUBSIDIARY GUARANTYXstream Beverage Group Inc • May 25th, 2004 • Blank checks • New York
Exhibit 10.7 GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of May 14, 2004, is executed by Xstream Beverage Group, Inc., a Nevada corporation ("XSBG"), in favor of Laurus Master Fund, Ltd....Xstream Beverage Group Inc • May 25th, 2004 • Blank checks
INTERPRETATIONFunds Escrow Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.11 RESTRICTED ACCOUNT AGREEMENT ---------------------------- This Restricted Account Agreement (this "Agreement") is entered into this 14th day of May 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275...Restricted Account Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.8 GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of May 14, 2004, is executed by Xstream Brands, Inc., a Florida corporation ("Brands"), in favor of Laurus Master Fund, Ltd. (the...Xstream Beverage Group Inc • May 25th, 2004 • Blank checks
ARTICLE I INTEREST & AMORTIZATIONXstream Beverage Group Inc • May 25th, 2004 • Blank checks • New York
May 14, 2004 XStream Beverage Group, Inc. 4800 N.W. 15th Avenue, Bay 1-A Fort Lauderdale, Florida 33308 Attention: Jerry Pearring Re: Restricted Account: Account Number XXX XXX XXXX, Account Name: XStream Beverage Group, Inc., maintained at North Fork...Xstream Beverage Group Inc • May 25th, 2004 • Blank checks
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 14, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between XStream Beverage Group, Inc., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of May 14, 2004 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement (and, if such term is not defined in the Purchase Agreement, the meaning ascribed to such term in the Restricted Account Agreement). Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $2,450,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related
