STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of June, 2014 by and between Agata Podedworny (the “Transferor”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”), and Panache Beverage, Inc., a Delaware corporation (the “Company”).
SUBORDINATION AGREEMENTSubordination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into as of the 5th day of June, 2014, by and among (i) CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a company organized under the laws of the Cayman Islands with an address of 3101 N. Federal Highway, Suite 502, Fort Lauderdale, FL 33306 ("Subordinate Lender"), (ii) DOUGLAS JOINT VENTURE, a Florida general partnership, V-3 JOINT VENTURE, LLC, a Florida limited liability company, and EMPIRE JOINT VENTURE, a Florida general partnership (jointly and severally “Senior Lender”), such entities sharing an address of 3021 Countryside Boulevard, Apartment 34-A, Clearwater, FL 33761, and (iii) PANACHE DISTILLERY, LLC, a Florida limited liability company with an address of 40 W. 23rd St., 2nd Floor, New York, NY 10010 (''Borrower'').
WARRANT AGREEMENTWarrant Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This WARRANT AGREEMENT (this “Warrant Agreement” or “Agreement”), dated as of June 11, 2014, is between PANACHE BEVERAGE, INC., a Delaware corporation (the “Company”), and CONSILIUM INVESTMENT PARTNERS, LLC (“Holder”) (the Company and the Holder are sometimes referred to as the “parties” collectively and as a “party” individually).
Consilium Corporate Recovery Master Fund, LTD. c/o Consilium Investment Management LLCPanache Beverage, Inc. • June 16th, 2014 • Services-miscellaneous repair services
Reference is made to (i) that certain Restructuring Agreement, dated as of the date hereof (the “Restructuring Agreement”), by and among PANACHE BEVERAGE INC., a Delaware corporation (the “Borrower”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), PANACHE, LLC, a New York limited liability company (“Panache LLC”), and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with the Borrower, Alibi, Panache USA, Alchemy and Panache LLC, collectively, the “Panache Parties”), James Dale (“JD”), Agata Podedworny (“AP”), Sjoerd de Jong (“SDJ”, and together with JD and AP, collectively, the “Shareholders”), and CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited company existing under the laws of the Cayman Islands (individually and as a lender to and equity owner in the Panache Pa
RESTRUCTURING AGREEMENTRestructuring Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This RESTRUCTURING AGREEMENT (this “Agreement”) is made effective as of June 11, 2014, by and among PANACHE BEVERAGE INC., a Delaware corporation (the “Borrower”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), PANACHE, LLC, a New York limited liability company (“Panache LLC”), and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with the Borrower, Alibi, Panache USA, Alchemy and Panache LLC, collectively, the “Panache Parties”), JAMES DALE (“JD”), AGATA PODEDWORNY (“AP”), SJOERD DE JONG (“SDJ”), and together with JD and AP, collectively, the “Shareholders”), and CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited company existing under the laws of the Cayman Islands (individually and as a lender to and equity owner in the Panache Parties “Consilium”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Florida
This LOAN MODIFICATION AGREEMENT (this “Agreement”) is entered into as of June 11, 2014, by and among PANACHE BEVERAGE INC., a Delaware corporation (the “Borrower”), ALIBI NYC, LLC, a New York limited liability company (“Alibi”), PANACHE USA, LLC, a New York limited liability company (“Panache USA”), ALCHEMY INTERNATIONAL, LLC, a New York limited liability company (“Alchemy”), PANACHE, LLC, a New York limited liability company (“Panache LLC”), and PANACHE DISTILLERY, LLC, a Florida limited liability company (“Panache Distillery”, and together with the Borrower, Alibi, Panache USA, Alchemy and Panache LLC, collectively, the “Panache Parties”), and CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a limited company existing under the laws of the Cayman Islands (the “Lender”).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
This Warrant Termination Agreement (this “Agreement”) dated as of June 11, 2014 is entered into by and between James Dale (“Holder”) and Panache Beverage, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Restructuring Agreement dated as of the date hereof by and among the Company, Holder, Consilium Corporate Recovery Master Fund, Ltd. (“Consilium”), and certain other parties thereto (the “Restructuring Agreement”), pursuant to which Holder and the Company have agreed that the Warrant (as defined below) shall be surrendered to the Company and terminated and cancelled. Capitalized terms used and not defined herein have the meanings ascribed to them in the Restructuring Agreement.
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
This Warrant Termination Agreement (this “Agreement”) dated as of June 11, 2014 is entered into by and between Agata Podedworny (“Holder”) and Panache Beverage, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Restructuring Agreement dated as of the date hereof by and among the Company, Holder, Consilium Corporate Recovery Master Fund, Ltd. (“Consilium”), and certain other parties thereto (the “Restructuring Agreement”), pursuant to which Holder and the Company have agreed that the Warrant (as defined below) shall be surrendered to the Company and terminated and cancelled. Capitalized terms used and not defined herein have the meanings ascribed to them in the Restructuring Agreement.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of June, 2014 by and between Sjoerd de Jong (the “Transferor”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”), and Panache Beverage, Inc., a Delaware corporation (the “Company”).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • June 16th, 2014 • Panache Beverage, Inc. • Services-miscellaneous repair services • Delaware
This Warrant Termination Agreement (this “Agreement”) dated as of June 11, 2014 is entered into by and between Sjoerd de Jong (“Holder”) and Panache Beverage, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Restructuring Agreement dated as of the date hereof by and among the Company, Holder, Consilium Corporate Recovery Master Fund, Ltd. (“Consilium”), and certain other parties thereto (the “Restructuring Agreement”), pursuant to which Holder and the Company have agreed that the Warrant (as defined below) shall be surrendered to the Company and terminated and cancelled. Capitalized terms used and not defined herein have the meanings ascribed to them in the Restructuring Agreement.
