0001417987-08-000002 Sample Contracts

DEBT RESTRUCTURING AGREEMENT

Debt Restructuring Agreement • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks • New York

• Contract Type
  Debt Restructuring Agreement
• Filed
  January 15th, 2008
• Company
  Atlantic Wine Agencies Inc
• Industry
  Blank checks
• Jurisdiction
  New York

This DEBT RESTRUCTURING AGREEMENT (the "Agreement") is entered into as of January 11, 2008 by and between Sapphire Developments Limited, a Belize corporation ("Sapphire"), Atlantic Wine Agencies, Inc., a Florida corporation (“Atlantic”) and Fairhurst Properties S.A., a B.V.I. corporation ("Fairhurst"). Sapphire and Fairhurst shall sometimes be referred to herein as the “Parties.”

Contract

Atlantic Wine Agencies Inc • January 15th, 2008 • Blank checks

• Company
  Atlantic Wine Agencies Inc
• Filed
  January 15th, 2008
• Industry
  Blank checks

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE SECURITIES LAWS OF ANY STATE. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECAT­ED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGIS­TERED UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO NETLIVE COMMUNICATIONS INC. IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH 1933 ACT OR SUCH STATE SECURITIES LAWS.

VOTING AGREEMENT

Adoption Agreement • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks • New York

• Contract Type
  Adoption Agreement
• Filed
  January 15th, 2008
• Company
  Atlantic Wine Agencies Inc
• Industry
  Blank checks
• Jurisdiction
  New York

THIS VOTING AGREEMENT is made and entered into as of this 11th day of January, 2008, by and among Sapphire Developments Limited, a Belize corporation ("Sapphire"), Atlantic Wine Agencies, Inc., a Florida corporation (“Atlantic”) and Fairhurst Properties S.A., a B.V.I. corporation ("Fairhurst"). Sapphire and Fairhurst shall sometimes be referred to herein as the “Parties” and together collectively, the “Parties”).

ESCROW AGREEMENT

Escrow Agreement • January 15th, 2008 • Atlantic Wine Agencies Inc • Blank checks • New York

• Contract Type
  Escrow Agreement
• Filed
  January 15th, 2008
• Company
  Atlantic Wine Agencies Inc
• Industry
  Blank checks
• Jurisdiction
  New York

THIS ESCROW AGREEMENT (this “Agreement”) is made as of January 11, 2008, by and among Fairhurst Properties S.A., a B.V.I. corporation (the “Fairhurst”), Sapphire Developments Limited, a Belize corporation (the “Sapphire”), and Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP, as Escrow Agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Debt Restructuring Agreement referred to in the first recital or the Share Exchange Agreement referred to in the fourth recital, as applicable.