Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: June 11, 2014

(Date of Earliest Event Reported)

PANACHE BEVERAGE, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-52670		20-2089854
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

150 Fifth Avenue, 3rd Floor

New York, NY 10011

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 480-7479

___________________________________

(Former name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 11, 2014, the Company, certain of its subsidiaries and former officers entered into a restructuring agreement (the “Restructuring Agreement”) with Consilium Corporate Recovery Master Fund, Ltd. (the "Lender"). The Company, its affiliates and subsidiaries had entered into previous loan transactions with Lender, dated December 21, 2012 and May 9, 2013, respectively, as amended to date (collectively, the "Previous Loans"). As of the date of the Restructuring Agreement, the Company and its affiliates were obligated to Lender under the Previous Loans in the aggregate principal amount of $6,922,212 (including capitalized interest) (the “Obligations”). As previously disclosed in our Current Report on Form 8-K, filed with the SEC on May 12, 2014, we received written notice from Lender on May 6, 2014 of certain events of defaults under the Previous Loans and subsequently entered into a forbearance agreement with the Lender (the “Forbearance Agreement”).

Under the Previous Loans, the Company pledged certain of its assets to Lender, including (i) a second priority security interest in the real and personal property constituting the distillery own by Panache Distillery, LLC, (ii) a security interest in its membership interests in Panache, LLC, Panache USA, LLC, Alibi NYC, LLC, Alchemy International, LLC and Panache Distillery, LLC, pursuant to an Amended and Restated Pledge and Security Agreement, dated as of May 9, 2013, (iii) trademarks held by its subsidiaries Alibi NYC, LLC and Alchemy International, LLC pursuant to a Trademark Security Agreement and (iv) its depository account, pursuant to a Pledge and Assignment of Depository Account. The Previous Loans were also secured by certain stock pledge agreements with James Dale, Agata Podedworny, and Sjoerd de Jong, principal stockholders of the Company and former officers and directors of the Company (the “Shareholders”), who pledged an aggregate of 17,900,000 shares of the Company’s common stock as collateral.

In connection with the Restructuring Agreement, in consideration for the cancellation of approximately $1,164,000 principal amount of Obligations, the Shareholders agreed to transfer an aggregate of 16,629,876 shares of the Company’s common stock held by such Shareholders to the Lender or its designated assignee. In addition, the Shareholders agreed to the cancellation of warrants to purchase an aggregate 1,200,000 shares of Company common stock held by them. In connection with such transactions, Lender terminated various stock pledge and security agreements it had entered into with the Shareholders. As additional consideration for entering into the transactions associated with the Restructuring Agreement, an affiliate of the Lender was issued three-year warrants to purchase 2,500,000 shares of the Company’s common stock, exercisable at $0.15 per share, vesting over a two-year period. To effectuate the foregoing stock transfers and warrant terminations with the Shareholders, the Lender, the Company and the Shareholders entered into Stock Transfer Agreements and Warrant Termination Agreements.

With respect to the modification of the Previous Loans, the Company entered into a loan modification agreement (the “Loan Modification Agreement”) with Lender pursuant to which, in addition to the reduction of the amount of the Obligations set forth above, Lender waived all Existing Defaults (as defined in the Forbearance Agreement), and reduced the interest rate of the Obligations to 4% per annum until December 31, 2015, which interest shall be compounded, capitalized and added to the unpaid principal amount of the Obligations quarterly. After December 31, 2015, the Obligations shall bear interest at 10% per annum, payable as prescribed under the Previous Loans. In addition, the Lender terminated a stock pledge and security agreement with MIS Beverage Holdings, LLC, a principal stockholder, thereby releasing 2,000,000 shares of common stock as collateral under the Previous Loans and the Company authorized the Lender to record and otherwise perfect its security interest in the Company’s distillery property. In connection with such security interest, the Lender and the Company’s Panache Distillery, LLC subsidiary entered into a subordination agreement with the holders of the first mortgage on the distillery property setting forth the respective rights and obligations of such lenders with respect to such security interests.

As part of the transactions contemplated by the Restructuring Agreement, the Shareholders ratified their previous resignations as officers and directors of the Company. Further, James Dale agreed to assign to the Lender a promissory note held by him from the Company’s Wodka, LLC subsidiary (“Wodka) in the principal amount of $245,000 (the “Wodka Note”). The Wodka Note does not bear interest and is payable on demand only in the event all of the equity interests in Wodka or all or substantially all of the assets of Wodka are sold to a third party unaffiliated with Wodka or the Company and Wodka’s Board of Managers unanimously consent to the repayment of the Wodka Note. Further, Sjoerd de Jong entered into an agreement with Lender in connection with loans he had previously made to Wodka, LLC in the aggregate principal amount of $39,668. Such loans were memorialized in a new promissory note of Wodka (the “de Jong Note”) which does not accrue interest and is payable only at such time as the Company’s consolidated cash flow from operations on account of any fiscal quarter exceeds $79,376 and Wodka’s operating agreement is amended to allow the repayment of the de Jong Note. The Company also agreed to pay Mr. de Jong $15,000 to facilitate continuing health insurance for a six month period, which amounts were funded by Lender and added to the principal amount of the Obligations. The parties to the forgoing transactions also entered into customary release agreements.

The foregoing descriptions of the above-referenced agreements are intended to be summaries and are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 10.1 through 10.13 and are each incorporated by reference as if fully set forth herein.

Item 1.02 Termination of Material Definitive Agreement.

To the extent required by Item 1.02 of Form 8-K, the information contained or incorporated in Item 1.01 of this Form 8-K is incorporated by reference into this Item 1.02 with respect to the termination of an aggregate 1,200,000 warrants held by former officers and directors of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained or incorporated in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02 with respect to the issuance of warrants to purchase 2,500,000 shares of the Company’s common stock to an affiliate of the Lender. Exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the warrants was based on Section 4(a)(2) of the Securities Act.

Item 5.01 Changes in Control of Registrant.

As a result of transactions associated with the Restructuring Agreement, a change in control of the Company occurred due to the acquisition by CCRF – Panache, LLC, a designee of the Lender (“CCRF”), of 16,629,876 shares of the Company’s common stock from certain former officers and directors of the Company. The information disclosed Item 1.01, Item 1.02 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As mentioned above, Lender’s designee acquired the 16,629,876 shares of common stock in consideration of the transactions associated with the Restructuring Agreement, including, but not limited to, agreeing to the modifications of Company indebtedness referenced herein. Control was acquired from the following individuals:

Name of Shareholder		Number of Shares

James Dale		11,930,497
Agata Podedworny		3,699,379
Sjoerd de Jong		1,000,000

CCRF beneficially owns approximately 61.5% of the Company’s common stock. In addition, an affiliate of the Lender holds warrants to purchase an aggregate 7,100,000 shares of the Company’s common stock, 1,518,000 of which are exercisable within the next sixty days. Accordingly, the Lender and its affiliates, including the personal holdings of Charles T. Cassel, a principal of the Lender and its affiliates, beneficially own 18,267,876 shares of the Company’s common stock, or approximately 64%.

Except as described above, there were no arrangements or understandings among members of both the former and new control groups and their associates with respect to the election of directors of other matters.

As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) In connection with his role in the successful conclusion to the transactions associated with the Restructuring Agreement, Michael Romer, the Company’s interim President and Chief Executive Officer, was granted three-year options to purchase 500,000 shares of the Company’s common stock at $0.15 per share pursuant to the Company’s 2012 Non-Qualified Stock Option Plan. The options are exercisable fifty percent immediately, with the balance vesting in equal amounts every six months over a two-year period.

In addition, the Company granted to directors David Shara and Nicholas Hines similar options to purchase 150,000 shares of the Company’s common stock each.

Item 7.01 Regulation FD Disclosure

On June 12, 2014, the Company issued a press release announcing the entering into of the Restructuring Agreement and related transactions. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits:

(a) Financial Statements - Not Applicable

(b) Pro-Forma Financial Information - Not Applicable

(d) Exhibits:

10.1	Restructuring Agreement, dated June 11, 2014, by and among Company, certain of its subsidiaries, James Dale, Agata Podedworny, and Sjoerd de Jong and Consilium Corporate Recovery Master Fund, Ltd. (“Lender”).
10.2	Loan Modification Agreement, dated June 11, 2014, by and among Company, certain of its subsidiaries and Lender.
10.3	Stock Transfer Agreement, dated June 11, 2014, by and among Company, James Dale and Lender.
10.4	Stock Transfer Agreement, dated June 11, 2014, by and among Company, Agata Podedworny and Lender.
10.5	Stock Transfer Agreement, dated June 11, 2014, by and among Company, Sjoerd de Jong and Lender.
10.6	Warrant Termination Agreement, dated June 11, 2014, by and between Company and James Dale.
10.7	Warrant Termination Agreement, dated June 11, 2014, by and between Company and Agata Podedworny.
10.8	Warrant Termination Agreement, dated June 11, 2014, by and between Company and Sjoerd de Jong.
10.9	Promissory Note of Wodka, LLC, dated June 11, 2014, payable to Lender.
10.10	Promissory Note of Wodka, LLC, dated June 11, 2014, payable to Sjoerd de Jong.
10.11	Agreement, dated June 11, 2014, by and among Wodka, LLC, Sjoerd de Jong and Lender.
10.12	Subordination Agreement, dated June 5, 2014, by and among the Company, Lender and Douglas Joint Venture, V-3 Joint Venture, LLC and Empire Joint Venture.
10.13	Warrant Agreement, dated June 11, 2014 by and between the Company and Consilium Investment Management LLC.
99.1	Press Release dated June12, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PANACHE BEVERAGE, INC.

Dated: June 16, 20 14	By:	/S/ MICHAEL ROMER
		Michael Romer
		Interim Chief Executive Officer

EXHIBIT 10.1

RESTRUCTURING AGREEMENT

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”).

RECITALS

WHEREAS, reference is made to that certain Amended and Restated Loan Agreement, dated as of May 9, 2013 (as amended, supplemented, modified and in effect from time to time, the “Loan Agreement”), by and between Consilium and the Borrower and joined by the Shareholders, MIS Beverage Holdings, LLC and Panache Distillery, pursuant to which Consilium has made loans to the Borrower in the original principal amount of $6,100,000; and

WHEREAS, the loans and other obligations of the Borrower under the Loan Agreement (the “Obligations”) are secured by liens granted pursuant to the Security Documents (as defined in the Loan Agreement) which include (i) a perfected security interest in all of Borrower’s personal property and a pledge of Borrower’s equity interests in its direct subsidiaries, (ii) a guaranty of the Obligations by each of Alchemy, Panache and Alibi, (iii) a perfected security interest in Panache’s equity interests in Alchemy, (iv) a perfected security interest in the intellectual property of each of Alchemy, Panache and Alibi, (v) a guaranty of the Obligations by Panache Distillery; (vi) a second-priority perfected security interest in Panache Distillery’s real property and personal property; and any other documents executed and delivered in connection with each of the foregoing (each as heretofore and hereafter amended, modified and in effect) are hereafter referred to collectively, together with the Loan Agreement, as the “Loan Documents”); and

WHEREAS, JD owns 47.7% of the issued and outstanding shares of the Borrower’s common stock (exclusive of issued and outstanding warrants), previously held positions as members of the Boards of Directors and as an executive officer of certain of the Panache Parties and pledged his equity interests in the Borrower and certain other Panache Parties to Consilium pursuant to certain Stock Pledge and Security Agreements, each dated as of December 21, 2012 by JD in favor of Consilium (collectively, the “JD Pledge Agreement”); and

WHEREAS, AP owns 14.8% of the issued and outstanding shares of the Borrower’s common stock (exclusive of issued and outstanding warrants), previously held positions as members of the Boards of Directors and as an executive officer of certain of the Panache Parties and pledged her equity interests in the Borrower and certain other Panache Parties to Consilium pursuant to certain Stock Pledge and Security Agreements, each dated as of December 21, 2012 by AP in favor of Consilium (collectively, the “AP Pledge Agreement”); and

WHEREAS, SDJ owns 3.7% of the issued and outstanding shares of the Borrower’s common stock (exclusive of issued and outstanding warrants) in the Borrower, previously held positions with certain of the Panache Parties, and has pledged his equity interests in the Borrower to Consilium pursuant the Stock Pledge and Security Agreement dated as of December 21, 2012 by SDJ in favor of Consilium (the “SDJ Pledge Agreement”); and

WHEREAS, certain Events of Default (as defined in the Loan Documents) exist (the “Existing Defaults”) and Consilium, the Panache Parties, and the Shareholders entered into that certain Forbearance Agreement effective as of May 8, 2014 (the “Forbearance Agreement”), pursuant to which Consilium agreed to temporarily forbear from enforcing its rights and remedies on account of the Existing Defaults and to provide certain additional funding to sustain the Borrower’s operations; and

WHEREAS, Consilium’s obligations to provide additional funding to the Borrower are only as set forth in the Forbearance Agreement and, upon expiration of or default under the Forbearance Agreement, Consilium has the right to exercise remedies against the Borrower and the Shareholders; and

WHEREAS, in order to avoid the financial hardship and damage to the Panache Parties that could result from the Existing Defaults or an exercise of remedies, the Panache Parties and the Shareholders have determined that it is in the Panache Parties’ and the Shareholders’ best interest to take the actions set forth herein in order to facilitate an out-of-court restructuring of the Panache Parties; and

WHEREAS, in order to avoid the complications of a foreclosure proceeding and any litigation related thereto, Consilium is willing to undertake a restructuring of the Panache Parties as contemplated subject to the terms, conditions, covenants and limitations contained in this Agreement and the other Restructuring Documents (as defined herein).

I.	ACKNOWLEDGEMENTS

A. Restructuring Transactions. The Panache Parties and the Shareholders acknowledge and agree that all of the transactions contemplated by this Agreement and any agreements related to this Agreement (collectively, the “Restructuring Transactions”) constitute an integrated restructuring transaction for which each party has provided and received good and valuable consideration to and from the other parties in express reliance upon the concurrent consummation of the Restructuring Transactions.

B. Outstanding Obligations. The Borrower and the Shareholders acknowledge and agree that: as of the date hereof, the aggregate principal balance of the Obligations immediately prior to the effectiveness of this Agreement is 6,922,212.16 (plus the amount of fees and costs capitalized), and the Borrower and the Shareholders acknowledge and agree that the Borrower is truly and justly indebted to Consilium in the aggregate amount set forth above (plus accrued and accruing interest, fees and expenses owing under the Loan Documents) without defense, counterclaim or offset of any kind whatsoever, and has no defense, counterclaim or setoff with respect to the payment thereof.

II.	TRANSFER OF SHARES AND TERMINATION OF PLEDGE AGREEMENTS

A. Transfer of the JD Shares to Consilium

1. JD and the Borrower hereby confirm that immediately prior to the execution of this Agreement JD owned 12,900,000 shares of the Borrower’s common stock (WDKA) (the “JD Shares”), all of which shares have been pledged to Consilium pursuant to the JD Pledge Agreement to secure the Obligations. JD further confirms that prior to the execution of this Agreement, the stock certificates representing the JD Shares (the “Original JD Share Certificates”) were delivered to Consilium in accordance with the JD Pledge Agreement and Consilium hereby confirms that it holds such Original JD Share Certificates as of the date hereof. JD and the Borrower also hereby confirm that immediately prior to the execution of this Agreement JD owned 77.0% of the equity interests in Panache USA, all of which equity interests are uncertificated and have been pledged to Consilium pursuant to that certain Pledge and Security Agreement dated as of December 21, 2012 by and between JD, AP and Consilium (“Panache USA Pledge Agreement”) to secure the Obligations.

2. The Borrower, JD and Consilium hereby agree that in lieu of Consilium exercising remedies under the JD Pledge Agreement, 11,930,497 of the JD Shares (the “JD Transferred Shares”) shall be transferred to Consilium or its designee pursuant to the terms of the Stock Transfer Agreement, attached hereto as Exhibit A-1 (the “JD Stock Transfer Agreement”). The Borrower, JD and Consilium also hereby agree that in lieu of Consilium foreclosing and exercising remedies under the Panache USA Pledge Agreement, such Agreement shall remain in effect as collateral for the Obligations.

3. The Borrower, JD and Consilium hereby agree that the remaining 969,503 of the JD Shares shall be released from the JD Pledge Agreement (the “JD Retained Shares”) and re-issued to JD pursuant to the terms of the JD Stock Transfer Agreement.

4. The costs arising from the change of registration of the JD Transferred Shares and the JD Retained Shares with the Borrower’s share registrar and/or transfer agent shall be paid by Consilium and added to the outstanding principal balance of the Obligations.

B. Transfer of the AP Shares to Consilium

1. AP and the Borrower hereby confirm that immediately prior to the execution of this Agreement AP owned 4,000,000 shares of the Borrower’s common stock (WDKA) (the “AP Shares”), all of which shares have been pledged to Consilium pursuant to the AP Pledge Agreement to secure the Obligations. AP further confirms that prior to the execution of this Agreement, the stock certificate representing the AP Shares (the “Original AP Share Certificate”) was delivered to Consilium in accordance with the AP Pledge Agreement and Consilium hereby confirms that it holds such Original AP Share Certificates as of the date hereof. AP and the Borrower also hereby confirm that immediately prior to the execution of this Agreement AP owned 23.0% of the equity interests in Panache USA, all of which equity interests are uncertificated and have been pledged to Consilium pursuant to the Panache USA Pledge Agreement.

2. The Borrower, AP and Consilium hereby agree that in lieu of Consilium exercising remedies under the AP Pledge Agreement, 3,699,379 of the AP Shares (the “AP Transferred Shares”) shall be transferred to Consilium or its designee pursuant to the terms of the Stock Transfer Agreement, attached hereto as Exhibit A-2 (the “AP Stock Transfer Agreement”). The Borrower, AP and Consilium also hereby agree that in lieu of Consilium foreclosing and exercising remedies under the Panache USA Pledge Agreement, such Agreement shall remain in effect as collateral for the Obligations.

3. The Borrower, AP and Consilium hereby agree that the remaining 300,361 of the AP Shares shall be released from the AP Pledge Agreement (the “AP Retained Shares”) and re-issued to AP pursuant to the terms of the AP Stock Transfer Agreement.

4. The costs arising from the change of registration of the AP Transferred Shares and the AP Retained Shares with the Borrower’s share registrar and/or transfer agent shall be paid by Consilium and added to the outstanding principal balance of the Obligations.

C. Transfer of the SDJ Shares to Consilium

1. SDJ and the Borrower hereby confirm that immediately prior to the execution of this Agreement SDJ owned 1,000,000 shares of the Borrower’s common stock (WDKA) (the “SDJ Shares”), all of which shares have been pledged to Consilium pursuant to the SDJ Pledge Agreement to secure the Obligations. SDJ further confirms that prior to the execution of this Agreement, the stock certificate representing the SDJ Shares (the “Original SDJ Share Certificate”) was delivered to Consilium in accordance with the SDJ Pledge Agreement and Consilium hereby confirms that it holds such Original SDJ Share Certificate as of the date hereof.

2. The Borrower, SDJ and Consilium hereby agree that in lieu of Consilium exercising remedies under the SDJ Pledge Agreement, the SDJ Shares shall be transferred to Consilium or its designee pursuant to the terms of the Stock Transfer Agreement, attached hereto as Exhibit A-3 (the “SDJ Stock Transfer Agreement”).

3. The costs arising from the change of registration of the SDJ Shares with the Borrower’s share registrar and/or transfer agent shall be paid by Consilium and added to the outstanding principal balance of the Obligations.

D. Termination of the Various Pledge Agreements

1. Other than the Panache USA Pledge Agreement, which shall remain in effect to secure the Obligations, Consilium agrees that upon the Effective Date and after giving effect to the transactions described herein (i) the JD Stock Pledge Agreement and any other guaranties or security agreements given by JD to Consilium to secure the Obligations are hereby terminated and are of no further force or effect, (ii) JD shall have no further obligations of any kind or nature to Consilium (other than the obligations and agreements under this Agreement and the other Restructuring Documents (as defined herein), and (iii) all security interests and liens which Consilium may have on any property of JD are hereby terminated and shall be of no further force and effect.

2. Other than the Panache USA Pledge Agreement, which shall remain in effect to secure the Obligations, Consilium agrees that upon the Effective Date and after giving effect to the transactions described herein (i) the AP Stock Pledge Agreement and any other guaranties or security agreements given by AP to Consilium to secure the Obligations are hereby terminated and are of no further force or effect, (ii) AP shall have no further obligations of any kind or nature to Consilium (other than the obligations and agreements under this Agreement and the other Restructuring Documents (as defined herein), and (iii) all security interests and liens which Consilium may have on any property of AP are hereby terminated and shall be of no further force and effect.

3. Consilium agrees that upon the Effective Date and after giving effect to the transactions described herein (i) the SDJ Stock Pledge Agreement and any other guaranties or security agreements given by SDJ to Consilium to secure the Obligations are hereby terminated and are of no further force or effect, (ii) SDJ shall have no further obligations of any kind or nature to Consilium (other than the obligations and agreements under this Agreement and the other Restructuring Documents (as defined herein), and (iii) all security interests and liens which Consilium may have on any property of SDJ are hereby terminated and shall be of no further force and effect.

III.	LOAN MODIFICATION AGREEMENT

Concurrently herewith, the Panache Parties and Consilium have executed and delivered that certain loan modification agreement, attached hereto as Exhibit B (the “Loan Modification Agreement”), which modifies the terms of the Loan Agreement as set forth therein.

IV.	PAYMENT TO SDJ BY BORROWER

Concurrently herewith, the Borrower is making a payment to SDJ in the amount of $15,000 to facilitate continuing health insurance for SDJ and his family for the equivalent cost of 6-month’s COBRA coverage which amount shall be added to the Obligations on the Effective Date.

V.	CANCELLATION OF WARRANTS

A. JD Warrants Surrender. Concurrently herewith, JD has surrendered to the Borrower for nullification (and the Borrower has cancelled or agrees to promptly terminate and cancel) any and all warrant contracts for the acquisition of the Borrower’s common stock (WDKA) (the “JD Warrants”) that are held by JD as of the Effective Date (the “JD Warrant Surrender”). To effectuate the JD Warrant Surrender, concurrently herewith, JD has executed and delivered to the Borrower that certain Form of Warrant Termination Agreement, attached hereto as Exhibit C-1 (the “JD Warrant Termination Agreement”).

B. AP Warrants Surrender. Concurrently herewith, AP has surrendered to the Borrower for nullification (and the Borrower has cancelled or agrees to promptly terminate and cancel) any and all warrant contracts for the acquisition of the Borrower’s common stock (WDKA) (the “AP Warrants”) that are held by AP as of the Effective Date (the “AP Warrant Surrender”). To effectuate the AP Warrant Surrender, concurrently herewith AP has executed and delivered to the Borrower that certain Form of Warrant Termination Agreement, attached hereto as Exhibit C-2 (the “AP Warrant Termination Agreement”).

C. SDJ Warrants Surrender. Concurrently herewith, SDJ has surrendered to the Borrower for nullification (and the Borrower has cancelled or agrees to promptly terminate and cancel) any and all warrant contracts for the acquisition of the Borrower’s common stock (WDKA) (the “SDJ Warrants”) that are held by SDJ as of the Effective Date (the “SDJ Warrant Surrender”). To effectuate the SDJ Warrant Surrender, concurrently herewith SDJ has executed and delivered to the Borrower that certain Form of Warrant Termination Agreement, attached hereto as Exhibit C-3 (the “SDJ Warrant Termination Agreement”).

VI.	LOANS TO WODKA, LLC

A. JD Wodka Loan. JD made a loan to Wodka, LLC, a New York limited liability company (“Wodka”) in the original principal amount of $245,000 which is included in the books and records of Wodka (the “JD Wodka Loan”). As of the Effective Date, there was $245,000 due and owing to JD on the JD Wodka Loan (inclusive of all accrued but unpaid interest, fees, expenses and other amounts owing thereunder). Concurrently, herewith, JD is assigning and Consilium is assuming all of JD’s rights in connection with the JD Wodka Loan and any documents or instruments delivered pursuant thereto to Consilium. To effectuate such assignment and assumption, concurrently herewith, JD and Consilium have executed and delivered that certain Assignment and Assumption, attached hereto as Exhibit D-1 (the “Assignment and Assumption”). On the Effective Date, the Borrower shall cause JD Wodka to issue a promissory note to Consilium to document the JD Wodka Loan in the form attached hereto as Exhibit D-2 (the “JD Wodka Note”).

B. SDJ Wodka Loan. SDJ has made two loans to Wodka in the aggregate original principal amount of $39,688 (the “SDJ Wodka Loans”). Concurrently herewith, SDJ and Wodka have executed and delivered that certain letter agreement (the “SDJ-Wodka Agreement”) attached hereto as Exhibit D-3, which sets forth the conditions under which Wodka shall be permitted to repay the SDJ Wodka Loans.

VII.	TERMINATION OF EMPLOYMENT AND AMERICAN EXPRESS CARD EXPENSES

A. JD Resignation. On April 21, 2014, JD resigned from any and all positions that JD held with respect to the Panache Parties, including, but not limited to, any position as a license holder/licensee in connection with any license granted to Panache Distillery granted by the Department of the Treasury Alcohol and Tobacco Tax and Trade Bureau, member, managing member, manager, officer, director and/or employee (the “JD Resignation”). JD hereby confirms that as of the Effective Date he does not hold any positions with the Panache Parties. To memorialize and ratify the JD Resignation, concurrently herewith, JD has executed and delivered to the Panache Parties a Resignation Agreement, in the form attached hereto as Exhibit E-1 (the “JD Resignation Agreement”). JD hereby confirms that the JD Resignation and his execution and delivery of the JD Resignation Agreement is voluntary and confirms that the Panache Parties will not provide any letter of recommendation or reference.

B. AP Resignation. On April 21, 2014, AP resigned from any and all positions that AP held with respect to the Panache Parties, including, but not limited to, any position as a license holder/licensee in connection with any license granted to Panache Distillery granted by the Department of the Treasury Alcohol and Tobacco Tax and Trade Bureau, member, managing member, manager, officer, director and/or employee (the “AP Resignation”). AP hereby confirms that as of the Effective Date she does not hold any positions with the Panache Parties. To memorialize and ratify the AP Resignation, concurrently herewith, AP has executed and delivered to the Panache Parties a Resignation Agreement, in the form attached hereto as Exhibit E-2 (the “AP Resignation Agreement”). AP hereby confirms that the AP Resignation and her execution and delivery of the JD Resignation Agreement is voluntary and confirms that the Panache Parties will not provide any letter of recommendation or reference.

C. SDJ Resignation. Effective as of April 21, 2014, SDJ resigned from any and all positions that SDJ held with respect to the Panache Parties, including, but not limited to, any position as a member, managing member, manager, officer, director and/or employee (the “SDJ Resignation”). SDJ hereby confirms that as of the Effective Date he does not hold any positions with the Panache Parties. To memorialize and ratify the SDJ Resignation, concurrently herewith, SDJ has executed and delivered to the Panache Parties a Resignation Agreement, in the form attached hereto as Exhibit E-3 (the “SDJ Resignation Agreement”). SDJ hereby confirms that the SDJ Resignation and his execution and delivery of the SDJ Resignation Agreement is voluntary and confirms that the Panache Parties will not provide any letter of recommendation or reference.

D. AMEX Balance. Each of JD and AP has provided the Panache Parties and Consilium with acceptable documentation to support the business purpose of the outstanding payables to American Express for Panache Beverage, Inc. and AMP Consulting incurred in connection with the Panache Parties’ business on Account Number: 3715 573244 82009 (Card Holder: Agata Podedworny) (the “AMEX Account”) in the amount of $213,465.82. The Panache Parties hereby agree to pay the Panache Beverage, Inc. balance as of May 2, 2014 in the amount of $213,465.82 less $6,000.00 as noted in subparagraph E below (the “Panache Parties Expenses”); provided that if American Express agrees then the Panache Parties shall have the option to make payments to American Express for the Panache Parties Expenses using a payment plan not to exceed a period of one (1) year from the Effective Date. The Panache Parties shall have no financial responsibility to AMP Consulting for any expense whatsoever.

E. Personal AMEX Expenses. Each of JD and AP agrees that the non-business related payables to American Express related to the AMEX Account are $6,000 in the aggregate (“Personal Expenses”). JD and AP hereby agree jointly and severally to make payment directly to American Express for the Personal Expenses and that the Panache Parties shall be responsible only for Panache Parties Expenses.

F. No Responsibility for AMEX. Other than the Panache Parties Expenses, neither the Panache Parties or Consilium will have any responsibility with regard to the AMEX Account and to the extent the Panache Parties are guarantors or obligors on the AMEX Account, the AMEX Account is being closed and all card destroyed concurrently with the execution of this Agreement.

VIII.

RELEASES

A. JD Release. Concurrently herewith, JD agrees to release the Panache Parties and Consilium from all claims and causes of action which JD may have against the Panache Parties and Consilium other than as provided in the release. To effectuate the release of such claims and causes of action, concurrently herewith JD has executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-1 (the “JD Release”).

B. AP Release. Concurrently herewith, AP agrees to release the Panache Parties and Consilium from all claims and causes of action which AP may have against the Panache Parties and Consilium other than as provided in the release. To effectuate the release of such claims and causes of action, concurrently herewith AP has executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-2 (the “AP Release”).

C. SDJ Release. Concurrently herewith, SDJ agrees to release the Panache Parties and Consilium from all claims and causes of action which SDJ may have against the Panache Parties and Consilium other than as provided in the release. To effectuate the release of such claims and causes of action, concurrently herewith SDJ has executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-3 (the “SDJ Release”).

D. Panache JD Release. Concurrently herewith, the Panache Parties agree to release JD from certain claims and causes of action which the Panache Parties may have against JD. To effectuate the release of such claims and causes of action, concurrently herewith the Panache Parties have executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-4 (the “Panache Parties Release of JD”).

E. Panache AP Release. Concurrently herewith, the Panache Parties agree to release AP from certain claims and causes of action which the Panache Parties may have against AP. To effectuate the release of such claims and causes of action, concurrently herewith the Panache Parties have executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-5 (the “Panache Parties Release of AP”).

F. Panache SDJ Release. Concurrently herewith, the Panache Parties agree to release SDJ from certain claims and causes of action which the Panache Parties may have against SDJ. To effectuate the release of such claims and causes of action, concurrently herewith the Panache Parties have executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-6 (the “Panache Parties Release of SDJ”).

G. Consilium JD Release. Concurrently herewith, Consilium agrees to release JD from certain claims and causes of action which Consilium may have against JD. To effectuate the release of such claims and causes of action, concurrently herewith Consilium has executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-7 (the “Consilium Release of JD”).

H. Consilium AP Release. Concurrently herewith, Consilium agrees to release AP from certain claims and causes of action which Consilium may have against AP. To effectuate the release of such claims and causes of action, concurrently herewith Consilium has executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-8 (the “Consilium Release of AP”).

I. Consilium SDJ Release. Concurrently herewith, Consilium agrees to release SDJ from certain claims and causes of action which Consilium may have against SDJ. To effectuate the release of such claims and causes of action, concurrently herewith Consilium has executed and delivered that certain Form of Release Agreement, attached hereto as Exhibit F-9 (the “Consilium Release of SDJ”).

IX.	ISSUANCE OF NEW WARRANTS

A. Panache Warrants; Stock Options. Borrower shall cause to be issued to Consilium Investment Partners, LLC, an affiliate of the Lender, three-year warrants to purchase an aggregate of 2,500,000 shares of common stock of the Borrower, with an exercise price of $0.15 per share, substantially in the form attached hereto as Exhibit F-10 (the “Panache Warrants”). In addition, consistent with the table below, the Borrower shall cause to be issued under its 2012 Non-Qualified Stock Option Plan three-year stock options to purchase an aggregate of 800,000 shares of common stock of the Borrower, with an exercise price of $0.15 per share, substantially in the form attached hereto as Exhibit F-11 (the “Panache Options”):

Receiving Party	Options
Michael G. Romer		500,000
Nicholas Hines		150,000
David Shara		150,000

The Panache Warrants are being issued to Consilium Investment Partners, LLC to compensate for advice provided and consultation during the forbearance period. Options are being issued to the Receiving Parties for their work done as board members during the forbearance period.

X.	REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties. Consilium, the Panache Parties and the Shareholders, each as to itself only, represents and warrants to each other party hereto, as of the Effective Date, as follows:

1. Authority. Each of the Panache Parties and the Shareholders is duly authorized to execute and deliver this Agreement and the other Restructuring Documents, to which it is a party, and each of the other related documents and instruments, and to consummate the transactions and perform the obligations contemplated hereby and thereby. Consilium is duly authorized to execute and deliver this Agreement, the other Restructuring Documents to which it is a party, and each of the other related documents and instruments, and to consummate the Restructuring Transactions and perform the obligations contemplated hereby and thereby.

2. Consents. Each of the Panache Parties and the Shareholders has taken all requisite action and obtained, or will obtain prior to the Effective Date, all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, and no consent of any other party is required for the performance of each of the Panache Parties and the Shareholders of its obligations hereunder. Consilium has taken all requisite action and obtained, or will obtain prior to the Effective Date, all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, and no consent of any other party is required for the performance by Consilium of its obligations hereunder.

3. Binding Authority; No Breach. This Agreement constitutes the legal, valid and binding obligation of each of the Panache Parties and the Shareholders and is enforceable in accordance with its terms. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (a) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such party; or (b) constitute a violation by each of the Panache Parties and the Shareholders of any law or regulation of any jurisdiction as such law or regulation relates to or affects such party or its properties or businesses. This Agreement constitutes the legal, valid and binding obligation of Consilium and is enforceable in accordance with its terms. Neither the execution and delivery of this Agreement, nor the consummation of the Restructuring Transactions will (a) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such party; or (b) constitute a violation by Consilium of any law or regulation of any jurisdiction as such law or regulation relates to or affects such party or its properties or businesses.

4. Advice of Counsel. This Agreement and the other Restructuring Documents were reviewed by each of the Panache Parties and the Shareholders, who each acknowledges and agrees that each (a) understands fully the terms of this Agreement and the other Restructuring Documents and the consequences of the issuance hereof and thereof, (b) has been afforded an opportunity to have this Agreement and the other Restructuring Documents reviewed by, and to discuss all such documents with, such attorneys and other persons as it may wish, and (c) has entered this Agreement and executed and delivered the other Restructuring Documents of its own free will and accord and without threat or duress.

5. Litigation. There are no pending or threatened actions, suits, or proceedings before or by any court or administrative agency (a) which question the validity of this Agreement, the Forbearance Agreement, any of the Loan Documents, any of the other Restructuring Documents or any instrument or agreement executed in connection herewith or therewith, (b) that seek to restrain or prohibit, or to obtain damages or a discovery order in respect of, this Agreement, the Forbearance Agreement, any of the Loan Documents or any of the other Restructuring Documents, or the consummation of the transactions contemplated hereby or thereby, or (c) that are likely in any case or in the aggregate to adversely and materially affect the closing of the transactions contemplated hereby or thereby.

6. Full Disclosure. No representation or warranty by each of the Panache Parties and the Shareholders contained in this Agreement or the other Restructuring Documents contains any untrue statement of any material fact or omits any material fact or statement necessary to make the facts or statements contained herein or therein not false or misleading. The Shareholders represent and warrant that all material information regarding the status of the Panache Parties, including any and all material liabilities, contingencies, claims, demands, causes of action or obligations affecting the Panache Parties, have been disclosed to Consilium.

7. True and Correct. The Shareholders represent and warrant that all information and documents previously furnished by each of the Panache Parties and the Shareholders to Consilium, or to be furnished to Consilium pursuant to this Agreement, are true, accurate, and complete.

8. Continuation of Obligations. It is the intent of each of the parties hereto that such parties’ rights and obligations under the Loan Documents are not being voided, extinguished or superseded, but shall continue in full force and effect, except as specifically modified in the applicable Restructuring Documents to which a party is a signatory. All other terms and conditions of the Loan Documents not in conflict herewith are hereby deemed to be reaffirmed and in full force and effect as modified by the Loan Modification.

9. Fair and Reasonable Terms. The terms and conditions of this Agreement and each of the other Restructuring Documents and any other instrument in connection herewith delivered on behalf of the Panache Parties or a Shareholder were determined by each of the Panache Parties and the Shareholders thereto to be fair, reasonable, and the best available under the circumstances, reflecting each of the Panache Parties and the Shareholders’ exercise of prudent business judgment consistent with their fiduciary duties and are supported by reasonably equivalent value and fair consideration given and received by each of the parties hereto.

10. No Bankruptcy Filing. Each of the Panache Parties and the Shareholders are not contemplating either the filing of a petition by any of the Panache Parties or such Shareholder under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its property (a “Bankruptcy Proceeding”), and the Panache Parties and each of the Shareholders have no knowledge of any person contemplating the filing of any such petition against it. In addition, none of the Panache Parties has been a party to, or the subject of, a Bankruptcy Proceeding since its formation. Each of the Panache Parties and the Shareholders acknowledges and agrees that it has not entered into this Agreement with the intent to defraud, hinder or delay any existing or future creditors.

11. Status of Released Claims. Each of the Panache Parties and the Shareholders has not assigned or otherwise transferred any claim, demand, action, cause of action, or liability enforceable against Consilium or any of its respective affiliates, participants, agents, attorneys, officers, directors, agents, employees, successors, assigns, and predecessors that each of the Panache Parties and the Shareholders has or had, in each case regardless of whether actual or contingent.

12. SEC Documents; Financial Statements. The Shareholders and the Panache Parties confirm that the Borrower’s reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act, ” and all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”) have been filed as of the Effective Date. As of their respective dates, the Shareholders and the Panache Parties represent that the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the Shareholders and the Panache Parties represent that the financial statements of the Borrower included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Borrower as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The Shareholders represent that no other information provided by or on behalf of the Borrower to Consilium which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

13. Sarbanes-Oxley Compliance. Borrower is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect.

B. Survival of Representations and Warranties. Each of the representations and warranties set forth in this Article X shall survive for a period of twelve (12) months from the Effective Date.

XI.	CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT

A. Conditions Precedent. This Agreement shall become effective upon each of the following conditions precedent (unless specifically waived in writing by Consilium), having been satisfied in full (the “Effective Date”):

1. The applicable parties hereto shall have executed, acknowledged (as applicable) and delivered each of the following documents (collectively, the “Restructuring Documents”):

(a)	This Agreement;

(b)

the JD Stock Transfer Agreement pursuant to which (a) Consilium shall deliver the Original JD Share Certificates to the Borrower’s transfer agent, (b) the Borrower’s transfer agent shall issue new certificates representing the JD Transferred Shares to Consilium, (c) the Borrower’s transfer agent shall issue a new certificate representing the JD Retained Shares to JD, and (d) the Borrower shall cancel the Original JD Share Certificates;

(c)

the AP Stock Transfer Agreement pursuant to which (a) Consilium shall deliver the Original AP Share Certificate to the Borrower’s transfer agent, (b) the Borrower’s transfer agent shall issue new certificates representing the AP Transferred Shares to Consilium, (c) the Borrower’s transfer agent shall issue a new certificate representing the AP Retained Shares to AP, and (d) the Borrower shall cancel the Original AP Share Certificate;

(d)	the SDJ Stock Transfer Agreement pursuant to which (a) Consilium shall deliver the Original SDJ Share Certificate to the Borrower’s transfer agent, (b) the Borrower’s transfer agent shall issue a new certificate representing the SDJ Shares transferred to Consilium;

(e)	the Loan Modification Agreement;

(f)	the JD Warrant Termination Agreement pursuant to which (a) JD shall surrender the JD Warrants for cancellation and (b) the Borrower shall cancel such Warrants;

(g)	the AP Warrant Termination Agreement pursuant to which (a) AP shall surrender the AP Warrants for cancellation and (b) the Borrower shall cancel such Warrants;

(h)	the SDJ Warrant Termination Agreement pursuant to which (a) SDJ shall surrender the SDJ Warrants for cancellation and (b) the Borrower shall cancel such Warrants;

(i)	the Assignment and Assumption;

(j)	SDJ-Wodka Agreement;

(k)	the JD Resignation Agreement;

(l)	the AP Resignation Agreement;

(m)	the SDJ Resignation Agreement;

(n)	the JD Release;

(o)	the AP Release;

(p)	the SDJ Release;

(q)	the Panache Parties Release of JD;

(r)	the Panache Parties Release of AP;

(s)	the Panache Parties Release of SDJ;

(t)	the Consilium Release of JD;

(u)	the Consilium Release of AP;

(v)	the JD Wodka Note;

(w)	the SDJ-Wodka Agreement;

(x)	the Consilium Release of SDJ;

(y)	the Panache Warrants; and

(z)	the Panache Options.

2. All representations and warranties of the parties hereto contained in this Agreement shall be true and correct as of the Effective Date; and each of the Panache Parties and the Shareholders shall have performed and satisfied all covenants contained in this Agreement or in any of the Restructuring Documents which are required to be performed on or before the Effective Date, including the delivery of such information and documentation as is required by this Agreement.

3. All corporate action on the part of each of the Panache Parties necessary for the valid execution, delivery and performance of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to Consilium shall have been provided.

XII.	ADDITIONAL COVENANTS

A. Indemnification of the Consilium Parties and the Panache Parties by the Shareholders. The Shareholders, jointly and severally, shall indemnify and hold Consilium and any of its members, officers, directors, shareholders, partners, principals, affiliates, employees, counsel, advisors or agents (collectively, with Consilium, the “Consilium Parties”) and the Panache Parties and any of their respective members, officers, directors, shareholders, partners, principals, affiliates, employees, counsel, advisors or agents (other than the Shareholders) (collectively, with the Panache Parties, the “Panache Indemnified Parties”) harmless and defend the Consilium Parties and the Panache Indemnified Parties from and against any losses, damages, costs or expenses (including attorney’s fees) incurred by the Consilium Parties or the Panache Indemnified Parties as a direct or indirect result of (i) any breach of any representation or warranty of the Shareholders contained in this Agreement, (ii) any breach or default by the Shareholders under any of the covenants or agreements contained in this Agreement or the other Restructuring Documents to be performed by one or more of the Shareholders, all of which shall survive this Agreement; and (iii) any undisclosed material liability, contingency, claim, demand, cause of action or obligation of the Panache Parties that has not been disclosed to Consilium and the Panache Parties.

B. Agreement to Cooperate. Each of JD and AP agree to cooperate with the Panache Parties and Consilium in the event that the Panache Parties or Consilium is party to minority shareholder litigation or investigation by any regulatory agency where the relevant time period or actions in dispute occurred while JD and AP held positions as executive officers of any of the Panache Parties.

C. Release of Consilium by the Panache Parties. Each of the Panache Parties hereby unconditionally and irrevocably releases, discharges and waives any and all claims of any kind or nature whatsoever which he may possess against the Consilium Parties for any and all liability, whether known or unknown, in connection with or relating to the Restructuring Agreement, the other Restructuring Documents, the Loan Documents, the Forbearance Agreement, any transactions under any such documents or agreements, the ownership by Consilium of any equity in the Panache Parties and any related documents, transactions or actions (collectively, the “Consilium Released Claims”). Each of the Panache Parties hereby unconditionally and irrevocably reaffirms that it has no claim, defense, or right of setoff of any nature in connection with the Consilium Released Claims.

D. Agreement Not to Disparage. Each of the Shareholders the Panache Parties and Consilium hereby agrees that he, she or it shall not, directly or indirectly, make or participate in making any negative or disparaging statements, oral and/or written, about any other party to this Agreement. This includes, without limitation, any statements on any social network site (e.g., Facebook, LinkedIn, etc.) or other internet site, newspaper, newsletter or other publishing medium.

E. Intellectual Property. Each of the Shareholders hereby agrees and confirms that on and after the Effective Date, he or she will have no rights to use any Intellectual Property (as defined below) of the Panache Parties or which is used or useful in the business of the Panache Parties regardless of the spirits type, either domestically or internationally. Each of the Shareholders hereby agrees that on and after the Effective Date, he or she will promptly at the request of the Panache Parties take any and all actions necessary to convey any such Intellectual Property to the Panache Parties or confirm the Panache Parties’ rights to any such Intellectual Property For purposes hereof, the term “Intellectual Property” shall mean all intellectual property, including, without limitation, (a) patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions, reexaminations, provisionals, divisions, renewals, revivals, and foreign counterparts thereof and all registrations and renewals in connection therewith, (b) trademarks, service marks, trade dress, logos, trade names and corporate names and other indicia of origin and corporate branding, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (c) works of authorship, copyrightable works, copyrights and all applications, registrations and renewals in connection therewith, (d) mask works and all applications, registrations and renewals in connection therewith, (e) trade secrets, inventions and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, assembly, test, installation, service and inspection instructions and procedures, technical, operating and service and maintenance manuals and data, hardware reference manuals and engineering, programming, service and maintenance notes and logs), (f) software, (g) internet addresses, uniform resource locaters, domain names, websites and web pages, and (h) any and all other intellectual property including the wording Wodka, Wodka Vodka, Alchemia, Alchemy, Alchemia Infused(ions), Alchemy Infused(ions) or Alibi, Alibi American, regardless of the spirits type, flavors, alcohol proofs, either domestically or internationally.

F. Disclosure of Restructuring Transactions and Other Material Information. Borrower shall no later than the 4th business day after the Effective Date issue a press release (the “Press Release”) acceptable to Consilium disclosing all the material terms of the transactions contemplated by this Agreement. On or before such date, Borrower shall file a Current Report on Form 8-K in form acceptable to Consilium describing all the material terms of the transactions contemplated by the Agreement in the form required by the 1934 Act and attaching all the material Restructuring Documents (the “8-K Filing”). From and after the filing of the 8-K Filing, Borrower shall have disclosed all material, non-public information (if any) provided to Consilium by the Borrower or any of the other Panache Parties or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Restructuring Documents. Borrower shall not, and Borrower shall cause each of the other Panache Parties and each of its and their respective officers, directors, employees and agents not to, provide Consilium with any material, non-public information regarding Borrower or any of the Panache Parties from and after the issuance of the Press Release without the express prior written consent of Consilium. Neither the Borrower nor any of the other Panache Parties shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Borrower shall be entitled, without the prior approval of Consilium, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) Consilium shall be consulted by Borrower in connection with any such press release or other public disclosure prior to its release).

XIII.

GENERAL PROVISIONS

A. Survival. All representations, warranties, covenants and agreements of the parties hereto (or any of them) made in this Agreement shall survive the execution and delivery hereof and the closing hereunder.

B. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. No assignment of this Agreement or of any rights hereunder by any of the Panache Parties or the Shareholders shall be effective unless and until said assigning party receives the prior written consent of Consilium to such assignment, and no such assignment shall relieve such assigning party of any of its obligations or liabilities hereunder.

C. Modifications and Waivers. No delay on the part of Consilium in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties hereto may otherwise have at law or in equity. Consilium shall have the right to waive (at its sole option) any of the conditions precedent to its obligations under this Agreement. No such waiver, or modification, discharge or amendment of this Agreement will be valid in the absence of the written and signed consent of the party hereto against which enforcement of such is sought.

D. Notices. All notices, demands and requests given or required to be given by any party to this Agreement are to be in writing and will be sent by U.S. registered or certified mail, return receipt requested, or by hand delivery, to the addresses set forth below:

If to Consilium:

Consilium Corporate Recovery Master Fund, LTD.

c/o Consilium Investment Management LLC

3101 N. Federal Highway, Suite 502

Fort Lauderdale, FL 33306

Attention: Charles T. Cassell III

Fax: (954) 779-1803

E-mail: ccassel@consimllc.com

with a copy to:

Greenberg Traurig, LLP

One International Place

Boston, MA 02110

Attention: Jeffrey M. Wolf

Fax: (617) 279-8447

E-mail: wolfje@gtlaw.com

If to the Panache Parties:

c/o Panache Beverage, Inc.

150 5th Avenue

New York, NY 10010

Attention: Michael Romer

E-mail: mike@panachespirits.com

with a copy to:

Morrison Cohen LLP

909 Third Avenue

New York, NY 10022

Attention: Joshua D. Saviano

Fax: (917) 522-3174

E-mail: jsaviano@morrisoncohen.com

If to JD:

James Dale

337 Adelphi Street

Brooklyn, NY 11238

with a copy to:

Stern Tannenbaum & Bell LLP

380 Lexington Avenue

New York, NY 10168

Attention: Aegis J. Frumento

Fax: (212) 792-8489

Email: afrumento@sterntannenbaum.com

If to AP:

Agata Podedworny

337 Adelphi Street

Brooklyn, NY 11238

with a copy to:

Stern Tannenbaum & Bell LLP

380 Lexington Avenue

New York, NY 10168

Attention: Aegis J. Frumento

Fax: (212) 792-8489

Email: afrumento@sterntannenbaum.com

If to SDJ:

Sjoerd de Jong

352 West 123rd Street

Apt. 2

New York, NY 10027

with a copy to:

Weir & Plaza, LLC

25 Sycamore Avenue, Suite 103

Little Silver, NJ 07739

Attention: Robert A. Weir, Jr.

Fax: (732) 747-8088

Email: rweir@weirplaza.com

Notices, demands and requests given in the aforesaid manner will be deemed given for all purposes hereunder at the time deposited in any postal receptacle regularly maintained by the United States Postal Service if mailed as aforesaid, or on the date of delivery to the address specified herein, if otherwise delivered. Any address for notice may be changed by any party hereto by ten (10) days’ written notice to the other parties hereto.

E. Captions. All section titles or captions contained in this Agreement, in any exhibit annexed hereto, or in any schedule referred to herein are for convenience only, shall not be deemed a part of this Agreement, and shall not affect the meaning or interpretation of this Agreement.

F. Submission of Agreement. The submission of this Agreement to any of the Panache Parties or the Shareholders, or to their respective agents or attorneys, for review or execution, is not intended and shall not he deemed to be a commitment by Consilium to the terms and provisions hereof, and this Agreement shall not be binding upon any party hereto until fully executed and delivered by all parties hereto.

G. Law Governing and Jurisdiction.

1. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN SUBSTANTIALLY NEGOTIATED AND MADE IN THE STATE OF FLORIDA AND SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE INTERNAL LAWS OF THE STATE OF FLORIDA APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED THEREIN, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF OR ANY OTHER PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.

2. Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF FLORIDA SITTING IN BROWARD COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF FLORIDA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. TO THE EXTENT PERMITTED BY LAW EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY FLORIDA LAW.

H. Waiver; Modification. NO PROVISION OF THIS AGREEMENT MAY BE WAIVED, CHANGED OR MODIFIED, OR THE DISCHARGE THEREOF ACKNOWLEDGED, ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY HERETO AGAINST WHOM THE ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION OR DISCHARGE IS SOUGHT. NO DELAY ON THE PART OF CONSILIUM IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY WAIVER OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OPERATE AS A WAIVER OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF, OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER. ALL RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THE PARTIES HERETO MAY OTHERWISE HAVE AT LAW OR IN EQUITY.

I. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

J. Final Agreement. THIS AGREEMENT AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED. NEITHER THIS AGREEMENT NOR THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH MAY BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TO THE EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH (OTHER THAN THE OTHER RESTRUCTURING DOCUMENTS), THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT SHALL GOVERN.

K. Further Actions. Each of the Panache Parties and the Shareholders hereby agrees that in addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by each of the Panache Parties and the Shareholders, each of the Panache Parties and the Shareholders agrees to perform, execute, and/or deliver or cause to be performed, executed, and/or delivered in connection with this Agreement any and all further acts, deeds, and assurances Consilium may reasonably require to fully consummate the Restructuring Transactions contemplated by this Agreement.

L. Time of Essence. The parties hereto have agreed specifically with regard to the times for performance set forth in this Agreement. Further, the parties hereto acknowledge that the agreements with regard to the times for performance are material to this Agreement. Therefore, the parties hereto agree and acknowledge that time is of the essence to this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date and year first above written.

	CONSILIUM:

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD.

	By:	/s/ CHARLES T. CASSEL, III
	Name:	Charles T. Cassel, III
	Title:	Authorized Person

	PANACHE PARTIES:

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	ALIBI NYC, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	PANACHE USA, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	PANACHE, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	ALCHEMY INTERNATIONAL, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	PANACHE DISTILLERY, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Manager

	SHAREHOLDERS:

	By:	/s/ JAMES DALE
	Name:	James Dale

	By:	/s/ AGATA PEDEDWORNY
	Name:	Agata Podedworny

	By:	/s/ SJOERD DE JONG
	Name:	Sjoerd de Jong

EXHIBIT 10.2

LOAN MODIFICATION AGREEMENT

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”).

RECITALS

WHEREAS, reference is made to that certain Amended and Restated Loan Agreement, dated as of May 9, 2013 (as amended, supplemented, modified and in effect from time to time, the “Loan Agreement”; capitalized terms used herein without definition shall have the meanings given to such terms in the Loan Agreement), by and between the Lender and the Borrower and joined by Panache Distillery and certain other parties, pursuant to which the Lender has made certain loans in favor of the Borrower; and

WHEREAS, the loans and other obligations of the Borrower under the Loan Agreement (the “Obligations”) are secured by liens granted pursuant to the Security Documents which include (i) a perfected security interest in all of Borrower’s personal property and a pledge of Borrower’s equity interests in its direct subsidiaries, (ii) a guaranty of the Obligations by each of Alchemy, Panache and Alibi, (iii) a perfected security interest in Panache’s equity interests in Alchemy, (iv) a perfected security interest in the intellectual property of each of Alchemy, Panache and Alibi, (v) a guaranty of the Obligations by Panache Distillery, (vi) a security interest in Panache Distillery’s real property and personal property, (vii) the pledge shares of common stock of the Borrower by the Shareholders (as hereinafter defined) to secure the Obligations, pursuant to the shareholder pledge and security agreements (collectively, the “Shareholder Pledge Agreements”), and (viii) any other documents executed and delivered in connection with each of the foregoing (each as heretofore and hereafter amended, modified and in effect are hereafter referred to collectively, together with the Loan Agreement, as the “Loan Documents”); and

WHEREAS, following the occurrence of certain Events of Default, the Lender, the Panache Parties, and James Dale, Agata Podedworny and Sjoerd de Jong (each a “Shareholder” and collectively, the “Shareholders”) entered into that certain Forbearance Agreement effective as of May 8, 2014 (the “Forbearance Agreement”), pursuant to which the Lender agreed to temporarily forbear from enforcing its rights and remedies on account of those Events of Default identified therein (the “Existing Defaults”) and to provide certain additional funding to sustain the Borrower’s operations; and

WHEREAS, on the date hereof and in conjunction with this Agreement, the Panache Parties, the Shareholders and the Lender have entered into that certain Restructuring Agreement (the “Restructuring Agreement”), pursuant to which the Lender, the Panache Parties and the Shareholders have agreed, among other things, (i) that in lieu of the Lender exercising remedies and foreclosing under the Shareholder Pledge Agreements that each Shareholder shall transfer to the Lender certain shares of the Borrower’s common stock owned by them and subject to the applicable Shareholder Pledge Agreement (collectively, the “Transferred Shares”), as set forth in the Restructuring Agreement, (ii) that in exchange for the transfer of the Transferred Shares to the Lender, the outstanding balance of the Obligations shall be reduced as provided in the Restructuring Agreement and in this Agreement , and (iii) the Shareholder Pledge Agreements shall be terminated; and

WHEREAS, the Panache Parties have requested that (i) the Lender waive the Existing Defaults, and (ii) the Lender make certain amendments to the Loan Agreement and other Loan Documents, and the Lender is willing to do so pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Panache Parties hereby agree as follows (unless otherwise expressly set forth herein, all of the following agreements to be effective as of the Effective Date (as defined in the Restructuring Agreement):

REDUCTION IN THE AMOUNT OF THE OBLIGATIONS

In consideration of the transfer to the Lender of the Transferred Shares, the outstanding principal balance of the Obligations is hereby reduced by the sum of $1,164,091.32. After giving effect to such reduction, the aggregate principal amount of the Obligations shall be $5,758,120.84 (plus the amount of fees and costs capitalized); and the Borrower and the other Panache Parties hereby acknowledge and agree that the Borrower is truly and justly indebted to the Lender in such amount (plus accrued and accruing interest, fees and expenses owing under the Loan Documents) without defense, counterclaim or offset of any kind whatsoever, and neither the Borrower nor any other obligor has any defense, counterclaim or setoff with respect to the payment thereof.

II.

WAIVER OF EXISTING DEFAULTS

Subject to satisfaction of all of the conditions precedent contained in Article XI of the Restructuring Agreement, and further subject to the terms and conditions of this Agreement, the Lender hereby waives the Existing Defaults and its rights to pursue the remedies available to it solely on account of such Existing Defaults. The waiver contained in this paragraph II shall (a) not constitute or be deemed to constitute a waiver (except as otherwise expressly set forth herein), of (i) any Default or Event of Default other than the Existing Defaults, or (ii) any term or condition of the Loan Agreement except as modified herein, (b) not constitute or be deemed to constitute consent by the Lender to anything other than the specific purpose set forth herein, and (c) not constitute a custom or course of dealing among the parties hereto. Notwithstanding the foregoing, nothing herein shall impact any events of defaults rights under any loans to any other parties including Wodka, LLC.

III.

AMENDMENTS TO THE LOAN AGREEMENT

The Loan Agreement is hereby amended such that from the Effective Date until December 31, 2015, the outstanding balance of the Obligations shall bear interest at a rate per annum equal to four percent (4.0%) (“PIK Interest”), which interest shall be capitalized, compounded and added to the unpaid principal amount of the Obligations each quarter on the first day of each calendar quarter beginning October 1, 2014 (whereupon from and after such date such additional amounts shall also accrue interest). After December 31, 2015, the outstanding balance of the Obligations (for the avoidance of doubt, including all PIK Interest included therein) shall bear interest at a rate per annum equal to ten percent (10.0%), which interest shall be payable in cash at the times and in the manner prescribed under the Loan Agreement.

IV.

ADDITIONAL FUNDING BY THE LENDER

The Lender may, in its sole discretion, elect to provide the Borrower with additional funding in order to fund the Borrower’s operating costs (the “Additional Funding”) in accordance with a budget, which budget shall be acceptable to the Lender in its sole discretion (the “Budget”). The Borrower and the Lender acknowledge and agree that all amounts advanced by the Lender on account of the Additional Funding constitute Obligations under the Loan Agreement and shall be subject to the same interest rate and payment terms as the Loans under the Loan Agreement and are secured by all of the Collateral.

MORTGAGE ON PANACHE DISTILLERY

As vital consideration for the Lender’s entry into the Restructuring Agreement and this Agreement and all other documents, instruments and agreements contemplated hereby and thereby (collectively, the “Restructuring Agreements”), including, but not limited to, the Lender’s agreement to reduce the principal balance of the Obligations, waive the Existing Defaults, provide any Additional Funding, and grant certain releases, the Borrower authorizes the Lender to record and otherwise perfect the Second Amended and Restated Second Mortgage and the UCC-1 (as defined in the Forbearance Agreement). It is expressly understood by the Borrower, the Panache Parties and the Lender that, absent the Borrower’s authorization to record and perfect the Second Amended and Restated Second Mortgage and the UCC-1, the Lender would not enter into the Restructuring Agreements, reduce the balance of the Obligations, provide Additional Funding, waive the Existing Defaults or consummate any of the other transactions contemplated by the Restructuring Agreement.

VI.

CONFIRMATION OF SECURITY INTERESTS

Each of the Panache Parties hereby ratifies and confirms all liens and security interests heretofore granted in favor of the Lender pursuant to the Loan Documents and Security Documents, and further hereby grants in favor of the Lender liens and the security interests in all Collateral (including all Collateral as defined in the applicable Trademark Security Agreement) as security for the Obligations, including, without limitation, all obligations under this Agreement and the other Restructuring Agreements.

VII.

TERMINATION OF MIS BEVERAGE HOLDINGS LLC PLEDGE AGREEMENT

The Lender hereby agrees that (i) the pledge of 2,000,000 shares of common stock of the Borrower (the “MIS Pledged Shares”) pledged by MIS Beverage Holdings LLC (“MIS Beverage”) pursuant to that certain Stock Pledge and Security Agreement, dated as of December 21, 2012, by MIS Beverage in favor of the Lender (the “MIS Beverage Pledge Agreement”), are hereby released as collateral security for the Obligations; (ii) the MIS Beverage Pledge Agreement and any other guaranties or security agreements given by MIS Beverage to the Lender to secure the Obligations are hereby terminated and are of no further force or effect; and (iii) all security interests and liens which the Lender may have on any property of MIS Beverage are hereby terminated and shall be of no further force and effect. The Lender agrees to return the MIS Pledged Shares to MIS Beverage no later than ten (10) Business Days after the Effective Date.

VIII.

FULL FORCE AND EFFECT

Except to the extent expressly provided in this Agreement and the Restructuring Agreement, the terms and conditions of the Loan Agreement and each other Loan Document shall remain in full force and effect, enforceable in accordance with their terms.

IX.

GENERAL PROVISIONS

B. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. No assignment of this Agreement or of any rights hereunder by any of the Panache Parties shall be effective unless and until said assigning party receives the prior written consent of the Lender to such assignment, and no such assignment shall relieve such assigning party of any of its obligations or liabilities hereunder.

C. Chief Executive Officer. The Borrower retained the services of Mike Romer and has appointed him as acting Chief Executive Officer. The Lender agrees that Mike Romer shall continue to serve as Chief Executive Officer until such time as the Borrower shall appoint a new Chief Executive Officer, which new Chief Executive Officer shall be reasonably acceptable to the Lender. The Lender hereby releases the Chief Executive Officer, Mike Romer, in his individual capacity (and his principals, agents, counsel, advisors, heirs and assigns, but excluding, in any event for purposes of this release, any of the obligors under the Loan Documents) from any and all claims, demands, actions and liability (including any and all costs) in connection with the Existing Defaults. For the avoidance of doubt, the foregoing release shall not be construed to be a waiver or release of any of the Existing Defaults, the rights and remedies of the Lender arising therefrom, or any other claims, causes of action, rights and remedies of the Lender as against the obligors under the Loan Documents.

D. Modifications and Waivers. No delay on the part of the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties hereto may otherwise have at law or in equity. The Lender shall have the right to waive (at its sole option) any of the conditions precedent to its obligations under this Agreement. No such waiver, or modification, discharge or amendment of this Agreement will be valid in the absence of the written and signed consent of the party hereto against which enforcement of such is sought.

E. Notices. All notices, demands and requests given or required to be given by any party to this Agreement are to be in writing and will be sent by U.S. registered or certified mail, return receipt requested, or by hand delivery, to the addresses set forth below:

If to the Lender:

Consilium Corporate Recovery Master Fund, LTD.

c/o Consilium Investment Management LLC

3101 N. Federal Highway, Suite 502

Fort Lauderdale, FL 33306

Attention: Charles T. Cassell III

Fax: (954) 779-1803

E-mail: ccassel@consimllc.com

with a copy to:

Greenberg Traurig, LLP

One International Place

Boston, MA 02110

Attention: Jeffrey M. Wolf

Fax: (617) 279-8447

E-mail: WOLFJE@GTLAW.com

If to the Panache Parties:

c/o Panache Beverage, Inc.

150 5th Avenue

New York, NY 10010

Attention: Michael Romer

E-mail: mike@panachespirits.com

with a copy to:

Morrison Cohen LLP

909 Third Avenue

New York, New York 10022

Attention: Josh Saviano

E-mail: jsaviano@morrisoncohen.com

F. Captions. All section titles or captions contained in this Agreement, in any exhibit annexed hereto, or in any schedule referred to herein are for convenience only, shall not be deemed a part of this Agreement, and shall not affect the meaning or interpretation of this Agreement.

G. Submission of Agreement. The submission of this Agreement to any of the Panache Parties, or to their respective agents or attorneys, for review or execution, is not intended and shall not he deemed to be a commitment by the Lender to the terms and provisions hereof, and this Agreement shall not be binding upon any party hereto until fully executed and delivered by all parties hereto.

H. Law Governing and Jurisdiction.

I. Waiver; Modification. NO PROVISION OF THIS AGREEMENT MAY BE WAIVED, CHANGED OR MODIFIED, OR THE DISCHARGE THEREOF ACKNOWLEDGED, ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY HERETO AGAINST WHOM THE ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION OR DISCHARGE IS SOUGHT. NO DELAY ON THE PART OF THE LENDER IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY WAIVER OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OPERATE AS A WAIVER OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF, OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER. ALL RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THE PARTIES HERETO MAY OTHERWISE HAVE AT LAW OR IN EQUITY.

J. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

K. Final Agreement. THIS AGREEMENT AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED. NEITHER THIS AGREEMENT NOR THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH MAY BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TO THE EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH (OTHER THAN THE OTHER RESTRUCTURING DOCUMENTS), THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT SHALL GOVERN.

L. Further Actions. Each of the Panache Parties hereby agrees that in addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by each of the Panache Parties, each of the Panache Parties agrees to perform, execute, and/or deliver or cause to be performed, executed, and/or delivered in connection with this Agreement any and all further acts, deeds, and assurances the Lender may reasonably require to fully consummate the transactions contemplated by this Agreement.

M. Time of Essence. The parties hereto have agreed specifically with regard to the times for performance set forth in this Agreement. Further, the parties hereto acknowledge that the agreements with regard to the times for performance are material to this Agreement. Therefore, the parties hereto agree and acknowledge that time is of the essence to this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date and year first above written.

	LENDER:

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD.

	By:	/s/ CHARLES T. CASSEL, III
	Name:	Charles T. Cassel, III
	Title:	Authorized Person

	PANACHE PARTIES:

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	ALIBI NYC, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	PANACHE USA, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	PANACHE, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	ALCHEMY INTERNATIONAL, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

	PANACHE DISTILLERY, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

EXHIBIT 10.3

STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of June, 2014 by and between James Dale (the “Transferor”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”), and Panache Beverage, Inc., a Delaware corporation (the “Company”).

RECITALS

A. The Transferor is the owner of 12,900,000 shares of the Company’s common stock, represented by Certificate No. 234 (10,440,000) and Certificate No. 333 (2,460,000) (the “Shares”).

B. In connection with that certain Restructuring Agreement dated as of the date hereof by and among the Company, the Transferee, the Transferor and certain other parties (the “Restructuring Agreement”), the Transferor is transferring 11,930,497 Shares to the Transferee or its designated assignee (the “Transferred Shares”) in lieu of a foreclosure by the Transferee thereon, and the Transferor will retain the remaining 969,503 Shares, subject to the terms and conditions of this Agreement (the “Retained Shares”).

C. The Transferor desires to transfer the Transferred Shares to the Transferee and the Transferee desires to acquire the Transferred Shares from the Transferor subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual obligations set forth in this Agreement, and other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Transfer of Shares.

a) Transfer. In full satisfaction of the Transferor’s obligations under that certain Stock Pledge and Security Agreement dated December 21, 2012 pursuant to which the Transferor pledged the shares of the Borrower to the Transferee, the Transferor hereby conveys, transfers and assigns the Transferred Shares to the Transferee (or its designated assignee), and the Transferee hereby accepts such conveyance, transfer and assignment from the Transferor, upon the terms and conditions set forth in this Agreement.

b) Title to Shares. Upon execution of this Agreement by the parties hereto, title to the Transferred Shares shall vest with the Transferee free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests.

c) Documentation to Transfer Agent. Concurrently herewith, (i) the parties shall deliver or cause to be delivered to Guardian Register & Transfer, Inc., the Company’s transfer agent (the “Transfer Agent”), an instruction letter and related documentation with respect to the cancellation of the certificates representing the Shares and the issuance of the Transferred Shares and Retained Shares, substantially in the form attached hereto as Exhibit A, and (ii) the Company shall deliver to the Transfer Agent a legal opinion, in form and substance acceptable to the Transferor, with respect to the transfer of the Shares. The parties agree to execute and deliver any and all such other instruments, documents and agreements as requested by the Transfer Agent in order to effectuate the transfer of the Shares pursuant to this Agreement.

d) Retained Shares. Subject to the terms and conditions of Section 3, Transferor will retain the Retained Shares.

2. Representations and Further Assurances.

a) Consideration. The Transferor acknowledges and agrees that the consideration being provided to the Transferor is good and valuable consideration and represents fair value for the Transferred Shares.

b) Representations of the Transferor. The Transferor is the lawful owner of the Transferred Shares. The Transferor holds legal and equitable title to the Transferred Shares free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests other than those in favor of the Transferee. The Transferor makes no representations regarding the Company, its financial condition or its future prospects.

c) Representations of the Transferee. The Transferee represents and warrants that the Transferred Shares are being acquired for its own account without a view to public distribution or resale. The Transferee has the right, power, capacity and authority to execute and deliver this Agreement.

d) Representations of the Company. The Company has the right, power, capacity and authority to execute and deliver this Agreement. The Shares, when issued to Transferee, were validly issued, non-assessable and fully paid.

e) Further Assurances of the Parties. Each of the parties hereto shall execute and deliver any and all such other instruments, documents and agreements and take all such actions as either party may reasonably request from time to time in order to effectuate the purposes of this Agreement.

3. Restrictions on Retained Shares. From the date of this Agreement until eighteen (18) months after the date of this Agreement, Transferor shall not sell, transfer, pledge or otherwise hypothecate (each a “Transfer”) the Retained Shares without the prior written consent of Transferee. Thereafter, Transferor may Transfer up to 96,950 Retained Shares in each three-month period thereafter until such time as all Retained Shares have been transferred. In the event that Transferor receives a legal demand letter or notice of acceleration in respect of a loan to Transferor and Wodka, LLC, as co-borrowers, by Natwest Finance, Ltd. (the “Natwest Loan”), the Transferor agrees to send a copy of such legal demand letter or notice of acceleration to Transferee. Upon receipt of a copy of such letter or notice, the Company shall lift the restrictions on the sale of the Retained Shares set forth in this Section 3 in order to enable a private, block sale of the Retained Shares, provided that the Transferor agrees that all proceeds of such sale shall be used to repay the NatWest loan until paid in full before any proceeds shall be retained by the Transferor. In the event that Transferor at any time receives a bona fide offer to purchase all or part of the Retained Shares in a private block sale, the Transferor agrees to send a copy of such offer to Transferee with a request to be permitted to accept such offer and/or consummate the sale contemplated thereby (the “Consent Request”). Transferee agrees, within ten (10) business days of receipt of a Consent Request to indicate whether Transferee provides consent, which Transferee shall not unreasonably withhold. If Transferee does consent, the Company shall lift the restrictions on the sale of the Retained Shares set forth in this Section 3 in order to enable a Transfer to consummate such sale.

4. Miscellaneous.

a) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

b) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

c) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by email delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	By:	/s/ JAMES DALE
		James Dale

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD.

	By:	/s/ CHARLES T. CASSEL, III
	Name:	Charles T. Cassel, III
	Title:	Authorized Person

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

Exhibit A

Form of Instruction Letter to Transfer Agent

JOINT INSTRUCTION LETTER

Guardian Register & Transfer, Inc.

7951 SW 6th Street, Suite 216

Plantation, Florida 33324

Attention: Elson Soto Jr.

Re: Panache Beverage, Inc.

Ladies and Gentlemen:

In connection with that certain Restructuring Agreement dated as of the date hereof among Panache Beverage, Inc., a Delaware corporation (the “Company”), James Dale (“JD”), Agata Podedworny (“AP”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”) and certain other parties thereto, JD and AP have agreed to transfer an aggregate of 15,629,876 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), represented by Certificates No. 234, 235 and 333 (the “Certificates”) to Transferee or its designated assignee. As registrar and transfer agent for the Common Stock, we are delivering concurrently to you with this joint instruction letter the following documents to implement the transfer of the Shares pursuant to the Restructuring Agreement:

·	Original Certificate No. 234 registered in the name of JD, representing 10,440,000 shares of Common Stock;

·	Original Certificate No. 235 registered in the name of AP, representing 4,000,000 shares of Common Stock;

·	Original Certificate No. 333 registered in the name of JD, representing 2,460,000 shares of Common Stock;

·	Medallion guaranteed Stock Power of JD respecting the transfer of an aggregate of 11,930,497 shares of Common Stock to Transferee or its designated assignee;

·	Medallion guaranteed Stock Power of AP respecting the transfer of 3,699,379 shares of Common Stock to Transferee or its designated assignee; and

·	Legal Opinion of Company counsel with respect to the transfer of the Shares.

As registrar and transfer agent of the Company’s Common Stock, please issue (1) a new stock certificate in the name of CCRF – Panache, LLC (the designated assignee of the Transferee) representing 15,629,876 shares of Common Stock pursuant to the above-noted Stock Powers (the “Transferee Certificate”), (2) a new stock certificate in the name of JD representing 969,503 shares of Common Stock (the “JD Certificate”) and (3) a new stock certificate in the name of AP representing 300,621 shares of Common Stock (The “AP Certificate”).

Please be advised that the Transferee Certificate should include the following legend:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required.”

The Transferee Certificate should be issued in the name of, and delivered to: CCRF – Panache, LLC, c/o Consilium Investment Management, Attn: Charles T. Cassel III, 3101 N. Federal Highway, Suite 502, Ft. Lauderdale, FL 33306.

Please be advised that each of the JD Certificate and AP Certificate should include the following legends:

“The sale, pledge, hypothecation or transfer of the shares represented by this certificate is subject to restrictions set forth in a Stock Transfer Agreement dated June 11, 2014 among the holder, the Company and certain other holders of the Company’s common stock. A copy of such agreement may be obtained upon written request to the Company’s Secretary.”

The JD Certificate should be delivered to: James Dale, 337 Adelphi Street, Brooklyn, NY 11238.

The AP Certificate should be delivered to: Agata Podedworny, 337 Adelphi Street, Brooklyn, NY 11238.

[Remainder of Page Left Blank Intentionally]

The Company hereby confirms that no instructions other than as set forth herein will be given to you by the Company with respect to the Shares.

Very truly yours,

PANACHE BEVERAGE, INC.

By:	/s/ MICHAEL ROMER
Name:	Michael Romer
Title:	Interim CEO

By:	/s/ JAMES DALE
Name:	James Dale

By:	/s/ AGATA PODEDWORNY
Name:	Agata Podedworny

Consilium Corporate Recovery Master Fund, Ltd.

By:	/s/ CHARLES T. CASSEL, III
Name:	Charles T. Cassel, III
Title:	Authorized Person

EXHIBIT 10.4

STOCK TRANSFER AGREEMENT

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”).

RECITALS

A. The Transferor is the owner of 4,000,000 shares of the Company’s common stock, represented by Certificate No. 235 (the “Shares”).

B. In connection with that certain Restructuring Agreement dated as of the date hereof by and among the Company, the Transferee, the Transferor and certain other parties (the “Restructuring Agreement”), the Transferor is transferring 3,699,379 Shares to the Transferee (the “Transferred Shares”) in lieu of a foreclosure by the Transferee thereon, and the Transferor will retain the remaining 300,621 Shares, subject to the terms and conditions of this Agreement (the “Retained Shares”).

AGREEMENT

1. Transfer of Shares.

c) Documentation to Transfer Agent. Concurrently herewith, (i) the parties shall deliver or cause to be delivered to Guardian Register & Transfer, Inc., the Company’s transfer agent (the “Transfer Agent”), an instruction letter and related documentation with respect to the cancellation of the certificate representing the Shares and the issuance of the Transferred Shares and Retained Shares, substantially in the form attached hereto as Exhibit A, and (ii) the Company shall deliver to the Transfer Agent a legal opinion, in form and substance acceptable to the Transferor, with respect to the transfer of the Shares. The parties agree to execute and deliver any and all such other instruments, documents and agreements as requested by the Transfer Agent in order to effectuate the transfer of the Shares pursuant to this Agreement.

d) Retained Shares. Subject to the terms and conditions of Section 3, Transferor will retain the Retained Shares.

2. Representations and Further Assurances.

4. Miscellaneous.

a) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

b) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	By:	/s/ AGATA PODEDWORNY
		Agata Podedworny

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD.

	By:	/s/ CHARLES T. CASSEL, III
	Name:	Charles T. Cassel, III
	Title:	Authorized Person

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

Exhibit A

Form of Instruction Letter to Transfer Agent

JOINT INSTRUCTION LETTER

Guardian Register & Transfer, Inc.

7951 SW 6th Street, Suite 216

Plantation, Florida 33324

Attention: Elson Soto Jr.

Re: Panache Beverage, Inc.

Ladies and Gentlemen:

·	Original Certificate No. 234 registered in the name of JD, representing 10,440,000 shares of Common Stock;

·	Original Certificate No. 235 registered in the name of AP, representing 4,000,000 shares of Common Stock;

·	Original Certificate No. 333 registered in the name of JD, representing 2,460,000 shares of Common Stock;

·	Medallion guaranteed Stock Power of JD respecting the transfer of an aggregate of 11,930,497 shares of Common Stock to Transferee or its designated assignee;

·	Medallion guaranteed Stock Power of AP respecting the transfer of 3,699,379 shares of Common Stock to Transferee or its designated assignee; and

·	Legal Opinion of Company counsel with respect to the transfer of the Shares.

Please be advised that the Transferee Certificate should include the following legend:

Please be advised that each of the JD Certificate and AP Certificate should include the following legends:

The JD Certificate should be delivered to: James Dale, 337 Adelphi Street, Brooklyn, NY 11238.

The AP Certificate should be delivered to: Agata Podedworny, 337 Adelphi Street, Brooklyn, NY 11238.

[Remainder of Page Left Blank Intentionally]

The Company hereby confirms that no instructions other than as set forth herein will be given to you by the Company with respect to the Shares.

Very truly yours,

PANACHE BEVERAGE, INC.

By:	/s/ MICHAEL ROMER
Name:	Michael Romer
Title:	Interim CEO

By:	/s/ JAMES DALE
Name:	James Dale

By:	/s/ AGATA PODEWORNY
Name:	Agata Podedworny

Consilium Corporate Recovery Master Fund, Ltd.

By:	/s/ CHARLES T. CASSEL, III
Name:	Charles T. Cassel, III
Title:	Authorized Person

EXHIBIT 10.5

STOCK TRANSFER AGREEMENT

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”).

RECITALS

A. The Transferor is the owner of 1,000,000 shares of the Company’s common stock, represented by Certificate No. 237 (the “Shares”).

C. The Transferor desires to transfer the Shares to the Transferee and the Transferee desires to acquire the Shares from the Transferor subject to the terms and conditions set forth herein.

AGREEMENT

1. Transfer of Shares.

a) Transfer. In full satisfaction of the Transferor’s obligations under that certain Stock Pledge and Security Agreement dated December 21, 2012 pursuant to which the Transferor pledged the shares of the Borrower to the Transferee, the Transferor hereby conveys, transfers and assigns the Shares to the Transferee (or its designated assignee), and the Transferee hereby accepts such conveyance, transfer and assignment from the Transferor, upon the terms and conditions set forth in this Agreement.

b) Title to Shares. Upon execution of this Agreement by the parties hereto, title to the Shares shall vest with the Transferee free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests.

c) Documentation to Transfer Agent. Concurrently herewith, (i) the parties shall deliver or cause to be delivered to Guardian Register & Transfer, Inc., the Company’s transfer agent (the “Transfer Agent”), an instruction letter and related documentation with respect to the cancellation of the certificate representing the Shares and the issuance of a new certificate, substantially in the form attached hereto as Exhibit A, and (ii) the Company shall deliver to the Transfer Agent a legal opinion, in form and substance acceptable to the Transferor, with respect to the transfer of the Shares. The parties agree to execute and deliver any and all such other instruments, documents and agreements as requested by the Transfer Agent in order to effectuate the transfer of the Shares pursuant to this Agreement.

2. Representations and Further Assurances.

a) Consideration. The Transferor acknowledges and agrees that the consideration being provided to the Transferor is good and valuable consideration and represents fair value for the Shares.

b) Representations of the Transferor. The Transferor is the lawful owner of the Shares. The Transferor holds legal and equitable title to the Shares free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests other than those in favor of the Transferee. The Transferor makes no representations regarding the Company, its financial condition or its future prospects.

c) Representations of the Transferee. The Transferee represents and warrants that the Shares are being acquired for its own account without a view to public distribution or resale. The Transferee has the right, power, capacity and authority to execute and deliver this Agreement.

3. Miscellaneous.

a) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

b) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	By:	/s/ SJOERD DE JONG
	Name:	Sjoerd de Jong

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD.

	By:	/s/ CHARLES T. CASSEL, III
	Name:	Charles T. Cassel, III
	Title:	Authorized Signatory

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

Exhibit A

Form of Instruction Letter to Transfer Agent

INSTRUCTION LETTER

Guardian Register & Transfer, Inc.

7951 SW 6th Street, Suite 216

Plantation, Florida 33324

Attention: Elson Soto Jr.

Re: Panache Beverage, Inc.

Ladies and Gentlemen:

In connection with that certain Restructuring Agreement dated as of the date hereof among Panache Beverage, Inc., a Delaware corporation (the “Company”), Sjoerd de Jong (“SDJ”), Consilium Corporate Recovery Master Fund, Ltd. (the “Transferee”) and certain other parties thereto, SDJ has agreed to transfer 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), represented by Certificate No. 237 (the “Certificate”) to Transferee or its designated assignee. As registrar and transfer agent for the Common Stock, we are delivering concurrently to you with this joint instruction letter the following documents to implement the transfer of the Shares pursuant to the Restructuring Agreement:

·	Original Certificate No. 237 in the name of SDJ, representing 1,000,000 shares of Common Stock;

·	Medallion guaranteed Stock Power of SDJ respecting the transfer of an aggregate of 1,000,000 shares of Common Stock to Transferee or its designated assignee; and

·	Legal Opinion of Company counsel with respect to the transfer of the Shares.

As registrar and transfer agent of the Company’s Common Stock, please issue a new stock certificate in the name of CCRF – Panache, LLC (the designated assignee of the Transferee) representing 1,000,000 shares of Common Stock pursuant to the above-noted Stock Power (the “Transferee Certificate”).

Please be advised that the Transferee Certificate should include the following legend:

[Remainder of Page Left Blank Intentionally]

The Company hereby confirms that no instructions other than as set forth herein will be given to you by the Company with respect to the Shares.

Very truly yours,

PANACHE BEVERAGE, INC.

By:	/s/ MICHAEL ROMER
Name:	Michael Romer
Title:	Interim CEO

By:	/s/ SJOERD DE JONG
Name:	Sjoerd de Jong

Consilium Corporate Recovery Master Fund, Ltd.

By:	/s/ CHARLES T. CASSEL, III
Name:	Charles T. Cassel, III
Title:	Authorized Person

EXHIBIT 10.6

WARRANT TERMINATION AGREEMENT

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.

The undersigned hereby acknowledges and agrees that:

1. Holder is the holder of a warrant, dated as of December 21, 2012, which entitles the holder to purchase 600,000 shares of the common stock of the Company (the “Warrant”).

2. As a condition to their willingness to enter into the Restructuring Agreement, Consilium and the Company have requested that Holder, and in order to induce Consilium and the Company to enter into the Restructuring Agreement, Holder has agreed to, enter into this Agreement.

3. On the Effective Date and without any further action on the part of Holder, the Warrant will be cancelled.

4. The parties will, from time to time, execute and deliver, or cause to be executed and delivered, such additional documents or take, or cause to be taken, such additional acts as may be necessary to give full effect to the terms and intent of this Agreement.

5. The parties hereto may only modify or amend this Agreement by a written agreement executed and delivered by duly authorized signatories of the respective parties with the consent of Consilium which expressly states that it is intended to modify or amend this Agreement.

6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

7. This Agreement, together with the Restructuring Agreement and the Warrant, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

8. This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	By:	/s/ JAMES DALE
	Name:	James Dale

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

[Warrant Termination Agreement (James Dale)]

EXHIBIT 10.7

WARRANT TERMINATION AGREEMENT

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.

The undersigned hereby acknowledges and agrees that:

1. Holder is the holder of a warrant, dated as of December 21, 2012, which entitles the holder to purchase 300,000 shares of the common stock of the Company (the “Warrant”).

3. On the Effective Date and without any further action on the part of Holder, the Warrant will be cancelled.

8. This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	By:	/s/ AGATA PODEDWORNY
	Name:	Agata Podedworny

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

[Warrant Termination Agreement (Agata Podedworny)]

EXHIBIT 10.8

WARRANT TERMINATION AGREEMENT

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.

The undersigned hereby acknowledges and agrees that:

1. Holder is the holder of a warrant, dated as of December 21, 2012, which entitles the holder to purchase 300,000 shares of the common stock of the Company (the “Warrant”).

3. On the Effective Date and without any further action on the part of Holder, the Warrant will be cancelled.

8. This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	By:	/s/ SJOERD DE JONG
	Name:	Sjoerd de Jong

	PANACHE BEVERAGE, INC.

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

[Warrant Termination Agreement (Sjoerd de Jong)]

EXHIBIT 10.9

PROMISSORY NOTE

$245,000.00

June 11, 2014

New York, NY

FOR VALUE RECEIVED, the undersigned WODKA, LLC, a New York limited liability company (the “Borrower”), promises to pay to the order of CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD. (the “Holder”), in lawful currency of the United States of America, the principal sum of TWO HUNDRED FORTY-FIVE THOUSAND DOLLARS ($245,000.00) (the “Principal Amount”). No interest shall accrue on the Principal Amount and the Principal Amount shall only be payable as set forth below.

This Promissory Note evidences a loan made by James Dale to the Borrower in the original principal amount of $245,000 which was documented by a book entry on the Borrower’s general ledger (the “Dale Loan”). On the date hereof, the Dale Loan has been assigned to the Holder pursuant to that certain Assignment Agreement by James Dale in favor of the Holder.

1. PAYMENTS.

Until such times as (i) the Borrower’s Board of Managers has unanimously consented to a payment under this Promissory Note, and (ii) all of the equity interests in the Borrower or all or substantially all of the assets of the Borrower are sold to a third party unaffiliated with the Borrower or Panache Beverage, Inc., no payments of the Principal Amount shall be permitted. Upon the satisfaction of the preceding conditions, the Principal Amount shall be payable on demand by the Holder. All payments under this Promissory Note shall be made in lawful money of the United States of America, in certified funds, without offset, deduction, or counterclaim of any kind, at 3101 N. Federal Highway, Suite 502, Fort Lauderdale, FL 33306, or at such other place as the Holder may designate in writing from time to time.

2. WAIVER OF PRESENTMENT; DEMAND.

The Borrower hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under this Promissory Note, including (to the extent permitted by law) waiving the pleading of any statute of limitations as a defense to any demand against the undersigned. Acceptance by the Holder or any other holder of this Promissory Note of any payment differing from the designated lump-sum payment listed above does not relieve the undersigned of the obligation to honor the requirements of this Promissory Note.

3. TIME OF THE ESSENCE.

Time is of the essence for every obligation under this Promissory Note.

4. GOVERNING LAW.

This Promissory Note shall be construed and enforced in accordance with the laws of the State of New York.

5. COLLECTION COSTS AND ATTORNEYS’ FEES.

The Borrower agrees to pay any and all costs and expenses of the collection of indebtedness evidenced by this Promissory Note, including reasonable attorneys’ fees and court costs in addition to other amounts due, without protest of any kind.

6. ASSIGNMENT.

The Borrower may not assign any of its rights under this Promissory Note.

7. SEVERABILITY.

If any one or more of the provisions contained in this Promissory Note is, for any reason, held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Promissory Note, but this Promissory Note shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

8. NOTICES.

Each party giving or making any notice, request, demand, or other communication required or permitted by this Promissory Note shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Promissory Note: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), or nationally recognized overnight courier. A party shall address notices under this Section 8 to a party at the following addresses:

If to the Borrower:

Wodka, LLC

150 Fifth Avenue, 3rd Floor

New York, NY 10011

Attention: Mike Romer

If to the Holder:

Consilium Corporate Recovery Master Fund, LTD.

c/o Consilium Investment Management LLC

3101 N. Federal Highway, Suite 502

Fort Lauderdale, FL 33306

Attention: Charles T. Cassell III

9. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Promissory Note will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, undersigned has caused this Promissory Note to be executed and delivered by its duly authorized officer on the date first above written.

	WODKA, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

EXHIBIT 10.10

PROMISSORY NOTE

$39,688.00

June 11, 2014

New York, NY

FOR VALUE RECEIVED, the undersigned WODKA, LLC, a New York limited liability company (the “Borrower”), promises to pay to the order of SJOERD DE JONG (the “Holder”), in lawful currency of the United States of America, the principal sum of THIRTY NINE THOUSAND SIX HUNDRED EIGHTY-EIGHT DOLLARS ($39,688.00) (the “Principal Amount”). No interest shall accrue on the Principal Amount and the Principal Amount shall only be payable as set forth below.

The Holder made loans to the Borrower which were documented only by a book entry on the Borrower’s general ledger. From the date hereof, all prior loans made by the Holder to the Borrower are evidenced by this Promissory Note.

1. PAYMENTS.

The entire outstanding Principal Amount shall be due and payable only upon the terms and conditions set forth in that certain letter agreement dated as of the date hereof (the “Letter Agreement”) by and between Consilium Corporate Recovery Master Fund, Ltd. and the Holder. All payments under this Promissory Note shall be made in lawful money of the United States of America, in certified funds, without offset, deduction, or counterclaim of any kind, to the Holder, Sjoerd de Jong, at 352 West 123rd Street, Apt. 2, New York, NY 10027, or at such other place as the Holder may designate in writing from time to time.

2. WAIVER OF PRESENTMENT; DEMAND.

3. TIME OF THE ESSENCE.

Time is of the essence for every obligation under this Promissory Note.

4. GOVERNING LAW.

This Promissory Note shall be construed and enforced in accordance with the laws of the State of New York.

5. COLLECTION COSTS AND ATTORNEYS’ FEES.

6. ASSIGNMENT.

The Borrower may not assign any of its rights under this Promissory Note.

7. SEVERABILITY.

8. NOTICES.

If to the Borrower:

Wodka, LLC

150 Fifth Avenue, 3rd Floor

New York, NY 10011

Attention: Mike Romer

If to the Holder:

Sjoerd de Jong

352 West 123rd Street

Apt. 2

New York , NY 10027

With a copy to:

Weir & Plaza, LLC

25 Sycamore Avenue, Suite 103

Little Silver, NJ 07739

Attention: Robert A. Weir, Jr.

Fax: (732) 747-8088

Email: rweir@weirplaza.com

9. WAIVER.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, undersigned has caused this Promissory Note to be executed and delivered by its duly authorized officer on the date first above written.

	WODKA, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

EXHIBIT 10.11

Consilium Corporate Recovery Master Fund, LTD.

c/o Consilium Investment Management LLC

3101 N. Federal Highway, Suite 502

Fort Lauderdale, FL 33306

June 11, 2014

VIA ELECTRONIC MAIL

Mr. Sjoerd de Jong

352 West 123rd Street

Apt. 2

New York, NY 10027

Re: Loans to Wodka, LLC

Sjoerd de Jong:

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 Parties “Consilium”), and (ii) those certain loans made by SDJ to Wodka, LLC, a New York limited liability company (“Wodka”) in an aggregate original principal amount of $39,688 documented by a book entry on Wodka’s general ledger (the “SDJ Wodka Loans”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Restructuring Agreement.

Pursuant to the Restructuring Agreement and certain related documents, instruments and agreements, you have agreed (i) that in lieu of Consilium exercising remedies under the SDJ Pledge Agreement, the SDJ Shares shall be transferred to Consilium or its designee, (ii) to terminate and cancel the SDJ Warrants, (iii) to ratify your resignation from any and all positions that you held with respect to the Panache Parties and (iv) to accept the conditions on the terms and repayment of the SDJ Wodka Loans as set forth below.

On the date hereof, Wodka is issuing to SDJ that certain promissory note attached hereto as Exhibit A to evidence the SDJ Wodka Loans.

Notwithstanding any oral or written agreement regarding the terms of the SDJ Wodka Loans to the contrary, from and after the date hereof the SDJ Wodka Loans shall not bear interest and no payments of principal, interest, fees of any other amount shall be permitted to be paid thereon; provided, however, that (i) at such time as Borrower’s consolidated cash flow from operations on account of any fiscal quarter exceeds $79,376.00 (an “Applicable Quarter”) (as evidenced by Borrower’s quarterly financial statements for such Applicable Quarter contained in Borrower’s Quarterly Report on Form 10-Q for such fiscal quarter), and (ii) the effectiveness of an amendment to Wodka’s operating agreement that would permit repayment of the SDJ Wodka Loans, Wodka within thirty (30) days of the preceding conditions being satisfied shall pay, and SDJ may receive, payment of all outstanding principal on account of the SDJ Wodka Loans.

[Remainder of Page Left Blank Intentionally]

Please affirm your receipt and acknowledgement to the foregoing by signing below in the space indicated and returning a copy to Consilium by electronic mail followed by original signatures by overnight courier.

	Sincerely,

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD.

	By:	/s/ CHARLES T. CASSEL, III
	Name:	Charles T. Cassel, III
	Title:	Authorized Person

	Acknowledged and Agreed:

	By:	/s/ SJOERD DE JONG
	Name:	Sjoerd de Jong

	WODKA, LLC

	By:	/s/ MICHAEL ROMER
	Name:	Michael Romer
	Title:	Interim CEO

Exhibit A

Promissory Note

Attached

EXHIBIT 10.12

SUBORDINATION AGREEMENT

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'').

RECITALS

A. Senior Lender made a purchase money loan to Borrower in the original principal amount of $3,500,000.00 (“Senior Loan”). The Senior Loan is evidenced by a promissory note dated August 23, 2013 (“Senior Note”). The Senior Note is secured by that certain Purchase Money First Mortgage, Security Agreement, Assignment of Rents and Leases, and Fixture Filing with respect to that certain real and personal property described therein (collectively, the “Property”), recorded in Official Records Book 8922, Page 2057, Public Records of Pasco County, Florida ("Senior Security Instrument"), .

B. Subordinate Lender has previously made loans to the Borrower pursuant to the Amended and Restated Loan Agreement, dated as of May 9, 2013 (as amended, supplemented, modified and in effect from time to time, the “Loan Agreement”), by and between Consilium, the Borrower and certain other parties in an original principal amount of $6,100,000.00 (collectively, with any future extensions of credit by the Subordinate Lender to Borrower, the "Subordinate Loans"). The Subordinate Loans are secured by that certain Mortgage and Security Agreement upon the Property, dated May 8, 2014, executed and delivered by the Borrower to the Subordinate Lender and to be recorded in the public records of Pasco County, Florida (the "Subordinate Security Instrument").

NOW, THEREFORE, in order to induce and to permit the Senior Lender to modify, extend, renew and/or restructure the Senior Loan and in consideration thereof and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Senior Lender, the Subordinate Lender and the Borrower agree as follows:

1. Recitals; Definitions.

The foregoing Recitals are true and correct and incorporated herein by this reference. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:

"Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual controlled by, under common control with, or which controls such Person (the term "control" for these purposes shall mean the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of 50% or more of the equity interests).

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et. seq.) or any replacement or supplemental federal statute dealing with the bankruptcy of debtors.

"Borrower" means the Person named as such in the first paragraph of this Agreement and any other Person (other than the Senior Lender or the Subordinate Lender) who acquires title to the Property after the date of this Agreement.

"Business Day" means any day other than Saturday, Sunday or a day on which banks in the State of Florida are permitted to close.

"Default Notice" means (a) a written notice from the Senior Lender to the Subordinate Lender stating that a Senior Loan Default exists under the Senior Loan or (b) a written notice from the Subordinate Lender to the Senior Lender stating that a Subordinate Loan Default exists under the Subordinate Loan. Each Default Notice shall specify all of the Events of Default on which such Default Notice is based or which exist to the knowledge of the notifying party as of the date of such Notice.

"Person" means an individual, estate, trust, partnership, corporation, limited liability company, limited liability partnership, governmental department or agency or any other entity which has the legal capacity to own property.

“Proceeding” means any voluntary or involuntary proceeding commenced by or against Borrower under any provision of the Bankruptcy Code, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking dissolution, receivership, reorganization, arrangement, or other similar relief.

"Senior Lender" means the Person named as such in the first paragraph on page 1 of this Agreement.

"Senior Loan Default" means an “Event of Default” as defined in the Senior Loan Documents.

"Senior Loan Documents" means the Senior Note, the Senior Security Instrument, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Senior Loans as in effect on the date hereof or as amended or modified in accordance with this Agreement.

"Standstill Period" means any period commencing from the date of a Senior Loan Default or a Subordinate Loan Default and continuing until the earlier of (a) six (6) months after the date the Default Notice is given or required to be given; (b) the date after which the indebtedness under and with respect to the Senior Loan is paid and satisfied in full; or (c) the date on which all of the Events of Defaults giving rise to the Standstill Period have been cured or have been waived with the Senior Lender's unconditional written permission.

"Subordinate Lender" means the Person named as such in the first paragraph on page 1 of this Agreement and any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement.

"Subordinate Loan Default" means an “Event of Default” as defined in the Subordinate Loan Documents.

"Subordinate Loan Documents" means the Subordinate Note, the Subordinate Mortgage and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan.

2. Permission to Place and Maintain Mortgage Lien Against Property. Senior Lender agrees, notwithstanding any prohibition against transfers of interests in the Property or inferior liens on the Property contained in the Senior Loan Documents, and subject to the provisions of this Agreement, that the recording of the Subordinate Security Instrument and other recordable Subordinate Loan Documents against the Property (which are subordinate in all respects to the lien of the Senior Security Instrument) to secure the Borrower's obligations, indebtedness and liabilities under and in connection with the Subordinate Loan shall not constitute a Senior Loan Default. The Subordinate Security Instrument shall bear a legend, placed prominently on the first page thereof, indicating that it and the collateral secured thereby is subject in all respects to the terms of this Agreement.

3. Agreement to Subordinate. Notwithstanding the respective dates of attachment or perfection of the mortgage and/or other security interest of either the Senior Lender or the Subordinate Lender in the Property, the security interest of Senior Lender in the Property shall at all times be prior to the security interest of the Subordinate Lender in the Property. The Senior Lender and the Subordinate Lender agree that (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Loan Documents (provided, that prior to (A) the receipt by the Subordinated Lender of a Default Notice from the Senior Lender or (B) the occurrence of a Subordinate Loan Default, the Borrower shall be permitted to make and the Subordinate Lender shall be permitted to receive regularly scheduled payments of interest as permitted by the Subordinate Loan Documents), and (ii) the Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security Instrument for the purposes of protecting or further securing the lien of the Senior Security Instrument or curing defaults by the Borrower under the Senior Loan Documents.

4. Default Under Subordinate Loan Documents.

(a) Notice of Default and Cure Rights. The Subordinate Lender agrees to deliver a Default Notice to the Senior Lender within three (3) Business Days after any Subordinate Loan Default, but only in those instances where (i) the Subordinate Lender actually has given notice to the Borrower or (ii) the Subordinate Lender is not required to provide notice to the Borrower in order to exercise its remedies available upon a Subordinate Loan Default; provided, that in the event the Subordinate Loan Default was already included in the Default Notice, the Subordinate Lender shall not be obligated to provide any additional Default Notice. Upon the date of delivery by the Subordinate Lender to the Senior Lender of a Default Notice (or the expiration of the three (3) day period in which the Subordinate Lender is required to provide such Default Notice), a Standstill Period shall commence without further action by any party. The Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default within the same time period for curing a default which is given to the Borrower under the Subordinate Loan Documents, except that the Senior Lender's time period for cure shall begin on the date on which it receives the Default Notice from the Subordinate Lender; provided, however that the Subordinate Lender shall be entitled to continue under the Subordinate Loan Documents to pursue its rights and remedies to the fullest extent of the law (except as provided otherwise herein). All amounts advanced or expended by the Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default shall be deemed to have been advanced by the Senior Lender pursuant to, and shall be secured by the lien of, the Senior Security Instrument.

(b) Cross Default. The Borrower and the Subordinate Lender agree that a Subordinate Loan Default shall, automatically and without further action by any party hereto, constitute a Senior Loan Default, and the Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other default thereunder. If the Subordinate Lender notifies the Senior Lender that any Subordinate Loan Default of which the Senior Lender has received a Default Notice has been cured or waived, as determined by the Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted, or caused to be conducted, a sale of the Property pursuant to its rights under the Senior Loan Documents, any default under the Senior Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured and the Senior Loan shall be reinstated; provided, however, that the Senior Lender shall not be required to return or otherwise credit for the benefit of the Borrower any default rate interest or other payments received by the Senior Lender during such Senior Loan Default.

5. Default Under Senior Loan Documents.

(a) Notice of Default and Cure Rights. The Senior Lender shall deliver to the Subordinate Lender a Default Notice within three (3) Business Days after notice of the Senior Loan Default has been given to the Borrower, but only in those instances where (i) the Senior Lender actually has given notice to the Borrower or (ii) the Senior Lender is not required to provide notice to the Borrower in order to exercise its remedies available upon a Senior Loan Default; provided, that the Senior Lender shall not deliver a Default Notice (x) with respect to any Event of Default under the Senior Loan Documents other than a payment default more than 3 times in any 365 consecutive days or (y) on the basis of any Event of Default that existed as of the date of the giving of a prior Default Notice. Failure of the Senior Lender to send a Default Notice to the Subordinate Lender shall not prevent the exercise of the Senior Lender's rights and remedies under the Senior Loan Documents, subject to the provisions of this Agreement. Upon the date of delivery by the Senior Lender to the Subordinate Lender of a Default Notice (or the expiration of the three (3) day period in which the Senior Lender is required to provide such Default Notice), a Standstill Period shall commence without further action by any party; provided, that no such Standstill Period shall commence if the Event of Default giving rise to the Default Notice was the basis of a previous Standstill Period which has expired. The Subordinate Lender shall have the right, but not the obligation, during such Standstill Period, to cure any such Senior Loan Default; provided, however, that the Senior Lender shall be entitled, during such Standstill Period, to initiate remedies under the Senior Loan Documents without notice to or consultation with the Subordinate Lender. If the Subordinate Lender elects to cure such default, upon completion of such cure the Senior Loan Documents shall be reinstated, nunc pro tunc, and any judicial proceedings initiated against the Property shall be dismissed. Senior Lender further agrees that any non-monetary default by the Borrower that the Subordinate Lender has initiated action to cure such Borrower default but that cannot be cured within the Standstill Period will be suspended for an additional six (6) month if Subordinate Lender keeps current all payments required by the Senior Loan Documents. All amounts paid by the Subordinate Lender to the Senior Lender to cure a Senior Loan default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Security Instrument.

(b) Cross Default. The Borrower and the Senior Lender agree that a Senior Loan Default shall constitute a default under the Subordinate Loan Documents. If at any time the Borrower cures any Senior Loan Default to the satisfaction of the Senior Lender in its sole discretion, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and upon notice of same from Senior Lender to Subordinate Lender, the Subordinate Loan shall be reinstated; provided, however, that the Subordinate Lender shall not be required to return or otherwise credit for the benefit of the Borrower any default rate interest or other payments received by the Subordinate Lender during such default period. All expenses incurred by Subordinate Lender in pursuing its remedies during any default period shall be the obligation of the Borrower in accordance with the Subordinate Loan Documents.

(c) Standstill Period and Default. For so long as a Standstill Period is in effect, and until any Senior Loan Default and/or Subordinate Loan Default giving rise to such Standstill Period has been remedied to the satisfaction of or waived by the Senior Lender:

(1) except with respect to any equity securities received by the Subordinate Lender upon conversion or satisfaction of any part or all of the Subordinate Loans, the Subordinate Lender shall promptly deliver to the Senior Lender in the form received (except for endorsement or assignment by such Subordinate Lender where required by the Senior Lender) for application to the Senior Loan any payment, distribution, security or proceeds received with respect to the Subordinate Loans; and

(2) the Subordinate Lender shall not take any legal action, initiate any legal proceeding, issue any demands or otherwise seek to collect on the Subordinate Notes or enforce its rights under the Subordinate Security Instrument other than (a) filing a claim or statement of interest with respect to the Subordinate Loans, (b) filing any necessary responsive or defensive pleadings in opposition to a motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims under the Subordinate Loan Agreements, (c) filing any pleadings, objections motions or agreements which assert rights or interests available to unsecured creditors of the Borrower arising under the Bankruptcy Code (including, without limitation, the filing and/or voting proofs of claim, and voting to confirm a plan of reorganization, in connection with a legal proceeding) or applicable non-bankruptcy law, in each case not inconsistent with this Agreement. The parties hereto acknowledge and agree that the statute of limitations with respect to any claim that the Subordinate Lender may have against the Borrower but that cannot be brought or prosecuted as a result of the Standstill Period shall be tolled for and extended by the duration of the Standstill Period.

6. Conflict. The Borrower, the Senior Lender and the Subordinate Lender each agree that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control as to (a) the relative priority of the security interests of the Senior Lender and the Subordinate Lender in the Property; (b) the timing of the exercise of remedies by the Senior Lender and the Subordinate Lender under the Senior Security Instrument and the Subordinate Security Instrument, respectively; and (c) solely as between the Senior Lender and the Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations to which the Senior Lender and the Subordinate Lender have agreed as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to (i) extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default, as the case may be, (ii) give the Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default, as the case may be, or (iii) create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender.

7. Rights and Obligations of the Subordinate Lender Under the Subordinate Loan Documents and Senior Lender under the Senior Loan Documents.

Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents and the Senior Loan Documents covering the same subject matter:

(a) Protection of Security Interest. The Senior Lender shall not, without the prior written consent of the Subordinate Lender in each instance, take any action which has the effect of increasing the indebtedness in excess of $4,500,000, or secured by the Senior Loan Documents, except that the Senior Lender shall have the right (i) to advance funds to cure Senior Loan Defaults or Subordinate Loan Defaults pursuant to Sections 4 and 5 above, and (ii) to advance funds pursuant to the Senior Security Instrument for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property and curing other defaults by the Borrower under the Senior Loan Documents; provided, that the total advances under clauses (i) and (ii) above shall not exceed $1,000,000 in the aggregate (collectively, the “Permitted Overages”), and, in each case, such Permitted Overages shall increase the amount of the Senior Loan notwithstanding the maximum amount set forth above.

(b) Condemnation or Casualty. In the event of (i) a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Property (collectively, a "Taking"), or (ii) the occurrence of a fire or other casualty resulting in damage to all or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior Security Instrument remains a lien on the Property the following provisions shall apply:

(1) The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the Senior Lender's rights under the Senior Loan Documents with respect thereto, and the Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender;

(2) All proceeds received or to be received on account of a Taking or a

Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Loan) in the manner determined by the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents; provided however, the Senior Lender agrees to consult with the Subordinate Lender in determining the application of Casualty proceeds; provided further however, that in the event of any disagreement between the Senior Lender and the Subordinate Lender over the application of Casualty proceeds, the decision of the Senior Lender, in its reasonable discretion, shall prevail; and

(3) Both the Senior Lender and the Subordinate Lender agree to execute and deliver, at no expense to the other, all documents, instruments, agreements or further assurances required to effectuate the provisions of this subsection.

(c) No Modification of Senior Loan Documents. The Borrower and the Senior Lender each agree that, while this Agreement is in effect, they will not, without the prior written consent of the Subordinate Lender in each instance make any other modification which would (i) increase the interest rates on the Senior Debt to an amount greater than 6% per annum above rates as in effect on the date hereof, (ii) change the final maturity date of the Senior Loans to a date later than the originally scheduled maturity date of the Subordinate Loan, (iii) increase the principal amount of the Senior Loan in excess of the amount provided for in this Agreement, (iv) modify or add a covenant or event of default under the Senior Loan Documents which directly restricts the Borrower from making payments under the Subordinate Loan Documents which would otherwise be permitted hereunder and under the Senior Loan Documents as of the date hereof, or (v) modify the Senior Loan Documents in a manner which would materially and adversely affect the Subordinate Lender except as expressly permitted by this Agreement.

(d) No Modification of Subordinate Loan Documents. The Borrower and the Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, they will not, without the prior written consent of the Senior Lender in each instance (i) take any action which would result in an increase in the total indebtedness other than the receipt of payment in kind interest, or (ii) make any other modification to the Subordinate Loan Documents which would materially and adversely affect the Senior Lender.

(e) Refinance of the Senior Loans by Senior Lender. The Senior Lender reserves the right to refinance the existing balance of the Senior Loan and to make future advances to the Borrower from time to time which, when added to the principal balance then outstanding under the Senior Loan shall not exceed a total of $4,500,000, provided that any Permitted Overages shall not be counted in determining the amount of the Senior Loan under this section for purposes of considering whether the $4,500,000 maximum has been reached. The Senior Lender agrees to provide to the Subordinate Lender prompt notice in writing of each such future advance.

(f) Buyout of Senior Loan. On and after the delivery of a Default Notice and so long as a Standstill Period is in effect, the Subordinate Lender will have the right at any time to purchase the Senior Loan from the Senior Lender for an amount equal to all outstanding obligations under the Senior Loan Documents at such time.

8. Dissolution, Liquidation, Reorganization or Bankruptcy.

(a) In the event of any Proceeding involving the Borrower and/ or its Affiliate during the continuance of any Senior Loan Default or Subordinated Loan Default:

(i) the Senior Loan shall be paid in full before the Subordinated Lender shall be entitled to receive any payment on account of any Subordinated Loan; and

(ii) except as provided in Section 5(c) above, any payment or distribution of assets of such Person of any kind or character, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for these provisions, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Senior Lender, to the extent necessary to make payment in full of the Senior Loan remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Loan. The Subordinated Lender irrevocably authorizes, empowers and directs any debtor, debtor-in-possession, receiver, trustee or agent or other Person having authority, to pay or otherwise deliver all such payments or distributions to the Senior Lender.

(b) The Subordinated Lender agrees, in connection with any such Proceeding, that it will not take any action or vote in any way so as to (i) contest the validity of the liens securing the Senior Note, (ii) contest the enforceability of any of the Senior Loan Documents, (iii) contest the Senior Lender’s priority position over the Subordinated Lender created by this Agreement or (iv) except as permitted by Section 5(c) above, take any position or action which would have directly or indirectly any of the following effects: (A) extension of the final maturity of and/or forgiveness, reduction or cram-down of the Senior Loan or deferral of any required payment in respect of Senior Loan, (B) opposing or objecting to initiatives or claims by the Senior Lender for adequate protection or relief from the automatic stay, use of cash collateral or super-priority expense of administration for failure of adequate protection, (C) challenging in any respect treatment of the Senior Loan as a first priority perfected fully secured claim, (D) blocking current payment of any obligation in respect of Senior Indebtedness, (E) assenting to or supporting any requested extension of the exclusivity period for the submission by the Borrower of any plan of reorganization or liquidation under the Bankruptcy Code unless such extension is assented to or supported by the Senior Lender; and (F) opposing or objecting to any sale or lease of any property that has been consented to by the holders of Senior Note. Notwithstanding the foregoing, the Subordinate Lender shall be entitled to replacement or supplemental liens to the same extent (and subordinated on the same basis as under this Agreement) in the event the Senior Lender receives replacement or supplemental liens as adequate protection.

8. Default by the Subordinate Lender or Senior Lender. If the Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other shall have the right to all available legal and equitable relief.

9. Notices. Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly as a ''notice'') which the Senior Lender or the Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered), or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier), or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two days after mailing in the United States), addressed to the respective parties as follows:

If to Subordinate Lender:

Consilium Corporate Recovery Master Fund, LTD.

c/o Consilium Investment Management LLC

3101 N. Federal Highway, Suite 502

Fort Lauderdale, FL 33306

Attention: Charles T. Cassell III

E-mail: ccassel@consimllc.com

with a copy to:

Greenberg Traurig, LLP

One International Place

Boston, MA 02110

Attention: Jeffrey M. Wolf

E-mail: WOLFJE@GTLAW.com

If to the Borrower:

c/o Panache Beverage, Inc.

150 5th Avenue

New York, NY 10010

Attention: Michael Romer

E-mail: mike@panachespirits.com

with a copy to:

Morrison Cohen LLP

909 Third Avenue

New York, New York 10022

Attention: Josh Saviano

E-mail: jsaviano@morrisoncohen.com

If to the Senior Lender:

c/o Douglas Joint Venture

3021 Countryside Blvd., # 34-A

Clearwater, FL 33671

Attention: Lester M. Unger, Managing Partner

with a copy to:

Trenam Kemker

101 E. Kennedy Boulevard

Suite 2700

Tampa, FL 33602

Attention: Lara Fernandez, Esq.

E-mail: lfernandez@trenam.com

Any party may, by notice given pursuant to this Section, change the person or persons and/or additional address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt.

10. General.

(a) Application of Proceeds. All payments of proceeds of the Property that are not the result of an enforcement action shall be applied in accordance with the terms of the applicable credit documents as in effect on the date hereof. All payments of proceeds of the Property resulting from an enforcement action shall be applied as set forth below:

First: to the payment of all costs and expenses (including reasonable legal fees) incurred by the Senior Lender or the Subordinate Lender (or each of their authorized representatives, agents or subagents) in connection with the enforcement action;

Second: to the obligations under the Senior Loan Documents up to the amount permitted under this Agreement;

Third: to the obligations under the Subordinate Loan Documents; and

Fourth: to any remaining obligations under the Senior Loan Documents; and

Fifth: after payment in full of the obligations under the Senior Loan Documents and the Subordinate Loan Documents, to the Borrower

(b) Assignment/Successors. This Agreement shall be binding upon the Borrower, the Senior Lender and the Subordinate Lender and shall inure to the benefit of the respective legal successors and assigns of the Senior Lender and the Subordinate Lender, including any successor by merger or consolidation of the Senior Lender.

(c) No Partnership or Joint Venture. The Senior Lender's permission for the placement of the Subordinate Security Instrument does not constitute the Senior Lender as a joint venturer or partner of the Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto.

(d) Further Assurances. The Subordinate Lender, the Senior Lender and the

Borrower each agree, at the Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Security Instrument is subordinate to the lien, covenants and conditions of the Senior Security Instrument, or to further evidence the intent of this Agreement.

(e) Amendment. This Agreement shall not be amended except by written instrument signed by all parties hereto.

(f) Governing Law. This Agreement shall be governed by the laws of the State of Florida.

(g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(h) Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and other amounts payable under the Senior Loan Documents; (ii) the payment of all of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which the Subordinate Lender is obligated to remit to the Senior Lender pursuant to Section 5 hereof; (iii) the acquisition by the Senior Lender of title to the Property pursuant to a foreclosure; or (iv) the acquisition by the Subordinate Lender of title to the Property pursuant to a foreclosure.

(i) Captions/Headings. The captions and/or headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(j) CONSENT TO JURISDICTION. EACH OF THE SUBORDINATED LENDER, THE SENIOR LENDER, AND BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF HILLSBOROUGH, STATE OF FLORIDA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE SUBORDINATED LENDER, THE SENIOR LENDER, AND BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH OF THE SUBORDINATED LENDER, THE SENIOR LENDER, AND BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE SUBORDINATED LENDER AND BORROWER AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE 10 DAYS AFTER THE SAME HAS BEEN POSTED.

[BALANCE OF PAGE INTENTIONALLY BLANK]

[EXECUTION APPEARS ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

Signed and Sealed Before:	SUBORDINATE LENDER:

	CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a company, organized under the laws of the Cayman Islands

/s/ ANGEL HERNANDEZ, JR.	By:	/s/ CHARLES T. CASSEL, III
Print Name: Angel Hernandez, Jr.	Name:	Charles T. Cassel, III
	Title:	Authorized Person
/s/ VICTOR MALDONADO
Print Name: Victor Maldonado

STATE OF FLORIDA
COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this 5th day of June, 2014, by Charles T. Cassel, III, as Authorized Person of CONSILIUM CORPORATE RECOVERY MASTER FUND, LTD., a company, organized under the laws of the Cayman Islands, on behalf of the association. He x is personally known to me or o has produced _____________________ as identification.

	By:	/s/ MARTA C. NOVICK
		Print name: Marta C. Novick
		NOTARY PUBLIC
		My commission expires: 3/25/15

Signed, sealed and delivered	SENIOR LENDER:
in the presence of:

/s/ LINDA MARSELLA		DOUGLAS JOINT VENTURE, a Florida
(Witness Signature)		general partnership
Print Witness Name: Linda Marsella

/s/ TINA M. TOWERS	By:	/s/ LESTER M. UNGER
(Witness Signature)		Lester M. Unger,
Print Witness Name: Tina M. Towers		Managing Partner

STATE OF FLORIDA
COUNTY OF PINELLAS

The foregoing instrument was acknowledged before me this 5th day of June, 2014, by LESTER M. UNGER, as Managing Partner of DOUGLAS JOINT VENTURE, a Florida general partnership, on behalf of entity. He/She is [select one]:

(X) personally known to me;