REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Warrants and the Options referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Stock Pledge Agreement (this “Agreement”), dated as of July 7 , 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), 360 Global Wine Company, a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
Contract360 Global Wine Co • July 8th, 2005 • Beverages
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 EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 360 GLOBAL WINE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Security and Purchase Agreement is made as of July 7, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), 360 GLOBAL WINE COMPANY, a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
This Agreement (this “Agreement”) is dated as of the 7th day of July 2005 among 360 Global Wine Company, a Nevada corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):
Contract360 Global Wine Co • July 8th, 2005 • Beverages • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 360 GLOBAL WINE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CERTAIN SUBSIDIARIES OF 360 GLOBAL WINE COMPANY MASTER SECURITY AGREEMENTCertain Subsidiaries • July 8th, 2005 • 360 Global Wine Co • Beverages
Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of 360 Global Wine Company, a Nevada corporation (the “Parent”) and 360 Viansa LLC, a Nevada limited liability company (“Viansa” and together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by accele
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • Texas
This Lien Subordination Agreement (this “Agreement”) is entered into as of the 7th day of July 2005, by and among Gryphon Master Fund, L.P. and its affiliates (collectively referred to herein as the “Existing Lenders” and each, an “Existing Lender”), Laurus Master Fund, Ltd. (the “New Lender”), 360 Global Wine Company (formerly Knightsbridge Fine Wines, Inc.), a Nevada corporation (the “Parent”), and 360 Viansa LLC, a Nevada limited liability company (“Viansa” and together with Parent and Parent’s current and future other subsidiaries, the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security and Purchase Agreement referred to below.
Contract360 Global Wine Co • July 8th, 2005 • Beverages • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 360 GLOBAL WINE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIFTH AMENDMENT AGREEMENTFifth Amendment Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • New York
AMENDMENT AGREEMENT, dated as of July 6, 2005 (this “Fifth Amendment”), to: (i) the Note Purchase Agreement, dated as of May 28, 2004, as amended by an Amendment Agreement dated as of September 30, 2004, (the “Amendment Agreement”), as further amended as of November 24, 2004 (the “Second Amendment”), and as further amended as of January 20, 2005 (the “Third Amendment”), and as further amended as of May 31, 2005 (the “Fourth Amendment”) (as so amended, and as it in the future may be amended, modified or supplemented from time to time in accordance with its terms, the “Note Purchase Agreement”), by and among 360 Global Wine Company f/k/a Knightsbridge Fine Wines, Inc., a Nevada corporation (hereinafter the “Company”), and each of Longview Fund, LP, Longview Equity Fund, LP and Longview International Equity Fund, LP (collectively, the “Purchasers”), (ii) that certain Convertible Promissory Note No. PN-04-1 dated May 28, 2004, in the original principal amount of $250,000 issued by the Comp
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • California
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of June 21, 2005 (the “Contract Date”), by and among Viansa Winery, a California Limited Partnership (the “Partnership”) and La Fontana di Viansa, LLC, a California limited liability company (the “LLC”) (the Partnership and the LLC are collectively referred to as the “Seller”) and 360 Viansa LLC, a Nevada limited liability company (“Buyer”).
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • July 8th, 2005 • 360 Global Wine Co • Beverages • Texas
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is executed on the date set forth in the acknowledgement below to be effective as of July 7, 2005, by 360 Global Wine Company, a Nevada corporation having an organizational identification number of C13452-2000 assigned by the Secretary of State of the State of Nevada (“Grantor”), whose address for notice hereunder is 1 Kirkland Ranch Road, to Phillip Weller, Trustee (“Trustee”), whose address is c/o Vinson & Elkins LLP, First City Tower, 1001 Fannin Street, Suite 2300, Houston, Texas 77002-6760, for the benefit of Laurus Master Fund, Ltd., a Cayman Islands company (“Beneficiary”), whose address for notice is c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, New York 10022, Attention: John E. Tucker.
Gryphon Master Fund, L.P. Suite 490 Dallas, Texas 75201Security and Purchase Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • Texas
This letter agreement (this “Letter Agreement”) shall confirm our understanding with respect to certain matters in connection with the Subordination Agreement. As a material condition for Gryphon to enter into the Subordination Agreement, the following has been agreed to by Gryphon, the Company and Viansa and acknowledged by Laurus:
THIS DOCUMENT TO BE RECORDED BOTH AS A DEED OF TRUST AND FIXTURE FILING THIS DOCUMENT SECURES OBLIGATIONS WHICH CONTAIN PROVISIONS FOR A VARIABLE RATE OF INTEREST360 Global Wine Co • July 8th, 2005 • Beverages • New York
THIS DEED OF TRUST CONSTITUTES A FIXTURE FILING UNDER THE LAWS OF THE STATE OF CALIFORNIA. TO THE EXTENT THE GOODS ARE FIXTURES UNDER THE LAWS OF THE STATE OF CALIFORNIA, THE FIXTURES ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY LOCATED IN THE COUNTY OF SONOMA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED ON EXHIBIT A ATTACHED HERETO, COMMONLY KNOWN BY THE STREET ADDRESS: 25200 ARNOLD DRIVE, SONOMA, CALIFORNIA 95476. THE NAME OF THE RECORD OWNER OF THE REAL PROPERTY IS 360 VIANSA LLC, A NEVADA LIMITED LIABILITY COMPANY.
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • California
AGREEMENT made as of this 29th day of June, 2005 by and between 360 Global WINES, INC., a Nevada corporation and authorized to do business in California, with its business address at 1 Jamieson Canyon Road, Napa, California 94558 (the "Corporation") and Jonathan A. Sebastiani, residing at 1400 Old Winery Court, Sonoma, California 95476(Sebastiani).
Real Estate Sales ContractReal Estate Sales Contract • July 8th, 2005 • 360 Global Wine Co • Beverages • Texas
This contract to buy and sell real property is between Seller and Buyer as identified below and is effective on the date (“Effective Date”) of the last of the signatures by Seller and Buyer as parties to this contract and by Title Company to acknowledge receipt of documentation from Seller, Buyer and Lender.
