SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2009 • Drinks Americas Holdings, LTD • Beverages • Illinois
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of June 18, 2009, by and among Drinks Americas Holdings, Ltd., a Delaware corporation (the “Company”), St. George Investments, LLC, an Illinois limited liability company (the “Investor”), and J. Patrick Kenny, Chairman and Chief Executive Officer of the Company, in his individual capacity, and certain other affiliates of the Company signatory hereto (the “Affiliates”).
ST. GEORGE 7 MONTH SECURED PURCHASE NOTESecured Purchase Note • June 25th, 2009 • Drinks Americas Holdings, LTD • Beverages • Illinois
This Secured Purchase Note (the “Purchase Note”) is executed June 18, 2009, by and between Drinks Americas Holdings, Ltd., a Delaware corporation, (the “Company”) and St. George Investments, LLC, an Illinois limited liability company, (the “Investor”).
PLEDGE AGREEMENTPledge Agreement • June 25th, 2009 • Drinks Americas Holdings, LTD • Beverages • Illinois
THIS PLEDGE AGREEMENT (the “Agreement”), dated June 18, 2009, by and among St. George Investments, LLC, an Illinois limited liability company, (the “Investor”), Drinks Americas Holdings, Ltd., a Delaware corporation, (the “Company”) and J. Patrick Kenny, an affiliate of the Company, and certain other affiliates signatory hereto (the “Affiliates,” together with the Company and the Investor, the “Parties”), shall become effective upon the execution thereof by all parties. All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Securities Purchase Agreement dated of even date herewith.
PERSONAL GUARANTEEPersonal Guarantee • June 25th, 2009 • Drinks Americas Holdings, LTD • Beverages
FORM OF WARRANTSecurities Purchase Agreement • June 25th, 2009 • Drinks Americas Holdings, LTD • Beverages • Illinois
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES 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 LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DRINKS AMERICAS HOLDINGS, LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.
