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  • TNP It CA Rockwell

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    TMPI TCA rockwell Complaint

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    TMPI TCA rockwell Complaint

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    TNP It CA Rockwell

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    triguy_2010
    TMPI TCA rockwell Complaint

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    © All Rights Reserved
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    ing # 49906624 E-Filed 12/12/2016 01:31:29 PM IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA Rockwell Capital Partners, Ine., a Delaware Corporation, Plaintiff, v, Case No. ‘The Pulse Beverage Corporation, a Nevada Corporation, Defendant, COMPLAINT Plaintiff, Rockwell Capital Partners, Ine. (“Rockwell”) files this Complaint against Defendant, The Pulse Beverage Corporation (“PLSB”), and alleges: 1, This is an action for damages in excess of fifteen thousand dollars ($15,000.00). 2. This court has jurisdiction over the parties hereto and the subject matter of this action. Venue is proper in Sarasota County, Florida. 4. The Pulse Beverage Corporation is a corporation formed and existing under the laws of the State of Nevada. 5. Rockwell is a corporation formed and existing under the laws of the State of Delaware. 6. On or about December 12, 2016, Plaintiff Rockwell, assignee, purchased and acquired debt of Defendant, PLSB, in the amount of $9,000.00 owed by PLSB, to creditor Meyers Associates, L.P. (“Meyers”), assignor. A copy of the Claims Purchase Agreement conceming the subject debt along with the invoice (contained within Composite Exhibit A Filed 12/12/2016 03:12 PM - Karen E. Rushing, Clerk of the Circuit Court, Sarasota County, FL referenced below) evidencing the debt owed by PLSB to Meyers are attached hereto as Composite Exhibit “A”, 7. Based upon Rockwell's purchase and acquisition of the aforementioned debt of PLSB to Meyers, PLSB is responsible and liable for the above referenced debt of PLSB to Rockwell 8. On or about December 1, 2016, Plaintiff Rockwell, assignee, purchased and acquired debt of Defendant, PLSB, in the amount of $65.338.36 owed by PLSB, to creditor Summit Beverage Group (“Summit”), assignor. A copy of the Claims Purchase Agreement concerning the subject debt along with the invoice (contained within Composite Exhibit B referenced below) evideneing the debt owed by PLSB to Summit is attached hereto as Composite Exhibit “B” 9. Based upon Rockwell's purchase and acquisition of the aforementioned debt of PLSB to Summit, PLSB is responsible and liable for the above referenced debt of PLSB to Rockwell. 10, On or about December 1, 2016, Plaintiff Rockwell, assignee, purchased and acquired debt of Defendant, PLSB, in the amount of $176,399.56 owed by PLSB, to creditor Zuckerman Honickman, Inc. (“Zuckerman”), assignor. A copy of the Claims Purchase Agreement concerning the subject debt along with the invoice (contained within Composite Exhibit C referenced below) evidencing the debt owed by PLSB to Zuckerman is attached hereto as Composite Exhibit “C 11. Based upon Rockwell’s purchase and acquisition of the aforementioned debt of PLSB to Zuckerman, PLSB is responsible and liable for the above referenced debt of PLSB to Rockwell. 12. PLSB has defaulted on its obligations to pay the debts owed pursuant to Composite Exhibits A- as contained herein. 13, Each of the foregoing assignors as well as Rockwell has made demand upon PLSB for payment of the subject liabilities however, PLSB has failed to pay same. 14, As adirect and proximate result of the failure of PLSB to pay the liabilities which are the subject of this lawsuit, Plaintiff, Rockwell, has been damaged. WHEREFORE, Plaintiff requests this honorable court grant judgment for damages along with attomey’s fees and costs against the Defendant and for such other and further relief as this court deems appropriate Dated: December 12, 2016 is(CHARLES N. CLELAND, JR., ESQUIRE CHARLES N. CLELAND, JR., P.A Florida Bar No. 0896195 2127 Ringling Blvd., Suite 104 Sarasota, Florida 34237 (941) 955-1595 phone (941) 953-7185 facsimile ccleland@clelandpa.com (email) CLAIM PURCHASE AGREEMENT. This Claim Purchase Agreement (“Agreement”) (together with Exhibits A end B annexed hereto and made a part hereot,allof which taken together constitute this “Agreement”} is entered into effective as of the date of full execution ("Effective Date"), by and between Rockwell Capital Partners, inc ("Purchaser"), and the Creditor identified below (*Creeitor"). Purchaser and Creditor (each, a “Party” ‘and, together, the “Parties”) agree as foliows with respect to the outstanding debt owed to Creditor by the Company named below ("Company") Company Noe: Tule Berane ate Creditor Name: Maver Associates, LP, lim Amount: $9,000.09 (Total amount payable rom Company to Creitor) Purchase Price: $9,000.00 (Amount for which Creditors seling Claim to Purchaser} Documentation of Claim (complete cones of all documentation attached 1X Iavoice(s) attached as Exhibit (X] Indemnification Agreement attached as Exhibit 8 1. Purchase and Sale. Purchaser hereby purchases fram Creditor, and Creditor hereby sells, transfers, conveys and assigns to Purchaser, for the consideration set forth herein, allright, title and interest of Crecltor in and to, one or more claims of Creditor against Company described herein and attached hereto (the “Claim, Creditor hereby sells, transfers and assign al ight, ttle and interest of Creditor In ‘the Claim to Purchaser. 2, Settlement Approval. No later than the thirtieth (30th) business day after the Effective Date, Purchaser shal fle an action against Company in the United States District Court or state court of tal jurisdiction in the State of Florida (the “Action*) seeking collection of the Claim. Purchaser shall seek to ‘settle the Action on terms acceptable to Purchaser In its sole discretion and, by appropriate motion or other pleading, shall seek approval from the Court of such settlement. 3. Payment of Purchase Price. The Purchase Price will be paid to Creditor by Purchaser in one (1) installment, following entry and full effectuation of a Court order approving settlement of the Claim in ‘form and substance acceptable to Purchaser ("Approval Date"), and the successful depostt of settlement shares of company by purchaser into an aecount or accounts as contemplated by any settlement agreement between company and purchaser until paid in full. Payment shall be made as follows: $39,000.00 within ten (20) days of the occurrence af the foregoing: provided however, that purchaser shall not be obligated to pay any portion of such Purchase Price in the event of a Default being declared by Purchaser under any settlement agreement entered into between the Company and Purchaser in respect of the settiement of the Claim that is the subject of this Agreement. f such default by the Company occurs and is nat cured within the prescribed time perlad, the Purchaser shall cause to be transferred to Creditor any portion of the Claim not already paid for pursuant to this Seetion 3, and this ‘Agreement shali be null and void unless otherwise agreed by written agreement of the parties. 4, Cooperation. Creditor will furnish Purchaser will all documentation and evidence supporting the Claim, and reasonably cooperate in providing sny other information and taking any other action that Purchaser deems necessary or appropriate to prosecute the action to collect the Claim. Upon Purchaser's reasonable request, Creditor will duly execute and deliver, or cause to be duly executed and delivered to Purchaser such further instruments and do and cause to be done such further acts as may bbe necessary or proper in the reasonable opinion of Purchaser to effectuate the provisions and purpases of this Agreement. 5. Termination. if the Approval Date hae not occurred within ninety (90) days after the date hereof, clther Party shall have the right to terminate and cancel this Agreement by providing written notice of termination to the other Party at any time after such date and prior to Court Approval. f termination is. s0 effected, this Agreement shall be deemed vold ab initio and of no further force and effec, no sale or assignment of the Claim shall have occurred, and Purchaser shell dismiss the Action, in the event of termination, the Purchase Price shall not te payable, 6, Representations, Warranties and Covenants. Creditor hereby represents, warrants and covenants to Purchaser as follows: (2) (9 The Claim is a bone fide outstanding claim against Company, and is an enforceable obligation arising in the ordinary course of business, for goods and/or services rendered to Company by Creditor In ‘200d faith. The Claim is currently due and owing and is payable in ful [PLEASE COMPLETE] The Ciaim Elis wor, Chis secured by any security interest In any property of ‘the Company or an affiliate of the Company or by a guarantee of the Company or of an affiliate of The Company. (©) Creditor did not enter into the transaction giving rise te the Claim in contemplation of any sale or distribution of Company's common stock or other securities, () The Claim Amount is the total amount due to Creditor with respect to the Claim, nat of any appliable discounts, allowances or other deductions to which Company Is lawfully entitled. The documents attached hereto are true, cofrect and complete copies of all documentation underiying the claim. {) The Claim is not reasonably subject to dispute and Company is unconditionally obligated to pay the full Claim Amount without defense, counterclaim or offset. To the knowledge of Creditor, the ‘company’s faite to pay is due solely and exclusively to financial inability. (e) Creditor is the sole owner of the Cleim, free and clear of all lens, encumbrances and ghts of third parties. Creditor has not previously sold transferred, encumbered or released eny pert ofthe Clan. {f) There has been no modification, compromise, forbearance, or waiver (wrlten or oral entered into or sven with respect to the Claim, There fs no action based on the Claim that is currentiy pending in any court or other legal venue, and no judgments based upon the Claim have been previously entered in any legal proceeding. (g) There are no taxes due, payable or withholdable as an incident of Creditors Claim; no taxes willbe due, payable or withholdabie as a result of settlement of the Claim; and Creditor may at all times promptly withhold (if applicable) and pay when due any federal, state, local and/or foreign taxes due as «result of payment ofthe Purchase Price, (h) Creditor has all necessary power and authority to (i) execute, deliver and perform all of its ‘obligations under this Agreement, and (I) sel, convey, transfer and assign the Claim to Purchaser. ‘creditor has such knowledge and experience in business and financial matters thet itis able to protect Its own interests and evaluate the risks and benefits of entering into thls Agreement. Creditor acknowledges and agrees that it fas had an opportunity to conduct its own due alligence and consult ‘with its own legal counsel, and tax, financlal and other advisors, and that Creditor is ot relying in that regard on Purchaser, Creditor acknowledges that Purchaser Is not making any representations or ‘warranties whatsoever, including, without limitation, about the Company. {) The execution, detvery and performance ofthis Agreement by Creditor has been duly authorized by all requisite action on the part of Creditor. This Agreement has been duiy executed and delivered by Creditor and constitute the legal, valid and binding obligation of Creditor, enforceable against Creditor In ‘accordance with its terms, except as may be limited by applicable bankruptcy, Insolvency or similar laws ffecting creditors’ rights generally or the availabilty of equitable remedies. 4) [PLEASE CHECK] creditorBhs Nor, Chis and within the past ninety (90) days BElnas Nor been Tas been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company ands net an afltateof the Company as defined in Rule 144 promulgated under the Act. Creéitor Is not in any way affifoted with any of the Company's Officers, Directors or ten-percent (10%) shareholders. Creditor Cis wor, Bzhis a broker or dealer in securities. (8) Creditors claim does not arise out of Promoter or Investor Relations Services, i) The execution and delivery ofthis Agreement by Creditor and the performance of al of is obligations hereunder {i} do not and will not violate, conflict. with, breach, or constitute a default under, any materia} contract, agreement or commitment binding upon such Creditor, and (i) do not and will not conttict with or violate any applicable law, rule, regulation, judgment, order or decree of any court or other government authority having juriscition aver such Creator or the Clam, (im) There i no action, suit, inquiry, notice of violation, proceeding or Investigation pending or, to the knowledge of Creditor, threatened against or affecting Creditor or any of its assets before or by any cour, arbitrator, governmental or administrative agency, or regulatory authority that adversely affects ‘or challenges tie legality, validity or enforceability of, or that could have or reasonably be expected to result in a material adverse effect on this Agreement. {n) Creditor shall not and has no present intention to utlize any of the proceeds to be received from Purchaser to directly or indirectly, provide any consideration to or Invest in any manner in the Company (or any affiliate of the Company. (0} Creditor witl not, directly or indirectly, recelve any consideration fram or be compensated in any ‘manner by the Company, or any affllate ofthe Company, in exchange for or in consideration for selling the Claim, (P) Creditor wil immediately advise Purchaser if any ofthe foregoing cease to be fully true and accurate at any time up to and including the Approval Date. 7. Fees and Expenses. Each party shall pay the faes and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negatiation, preparation, execution, delivery and performance of this Agreement. Creditor understands. that Purchaser shall net be liable for any commissions, selling expenses, orders, purchases, contracts, taxes, ‘withholding, or obligations of any kind resulting from any or arising out of settloment of the Claim, 8, Cholee of Law. This Agreement shall be governed by and construed according to the laws of the State florid, without giving effect tots cholce of law principles, Any actions and proceedings artsing out of or relating directly or indirectly to thls Agreement or any ancitary agreement or any other related ‘obligations shall be litigated solely and exclusively in the state or federal courts located in Florida, and ‘hat such courts are convenient forums, Each Party hereby submits to the personal jurisdiction of such courts for purnoses of any such actions or proceedings. 9. Limitation of Damages. Notwithstanding the provisions of paragraph 10 herein, each of the Parties hereby walves any rights which it may have to claim or recover any Incidental, special, exemplary, punitive or consequential dainages or any damage other than, or in addition to, actual damages. Purchaser shall have the right, In Purchasers sole discretion, to determine which rights, liens, seurity interests or remedies Purchaser may at any time pursue, relinquish, subordinate, or modify or to take any other action andl incur any costs or expenses with respect thereto and such determination wil not in ‘any way madity or affect any of Purchaser's rights hereunder. Purchaser shall have no lability hereunder for any delay in oF failure to obtain Approval, or for any other causes beyond Purchaser's control, Any liabty of Purchaser for any default hereunder, including default in any payment to Craditor pursuant to Section 3 above, shall be limited solely toa return of the Claim to Creditor. 410, indemnification. Creditor covenants and agrees to indemnify, defend and hold Rockwell Capital Partners Inc. and its agents, employees, representatives, officers, directors, stockholders, controlling persons and affiliates harmless arising from or incident or related to this Agreement, pursuant to the ‘orm of Exhibit “B* attached hereto and incorporated herein, 1.Notices. All notices and other communications shall be in writing and shall be provided to the ‘ecipient Perty to the addresses set forth on the signature page hereot. All notices and communications shall be deemed made and effective as follows: (a) if transmitted for overnight delivery via» nationally ‘recognized delivery service, the fist business day after being delivered by the transmitting Party to such overnight detivery service, (6} If faxed, when transiitted In leglle form by Facsimile machine to the ‘recipient Party's correct facsimile machine number, (c) iF by e-mail, when transmitted by e-mail, or (df ‘mailed vis regular U.S. mail, upon delivery. Any Party may designate a superseding notice contact name, street address, e-mail address or fax number by providing the other Parties with wrltten notice pursuant tothe provisions hereor. 12, Amendments and Waivers. No provision of this Agreemant may be waived or amended except in ‘written instrument signed, in the case of an amendment, by the Pzites, er, In the case of a waver, by {the Party against whom enforcement of such walver Is sought. No waiver of any default shall be deemed ‘to bea continuing or 2 waher of any subsequent default or a waiver of any other provision, condition oF requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any ‘manner impair the exercise of any such right. 13, Construction; Survival. The headings herein are for convenience only, de not constitute a part ofthis ‘Agreement andi shall not be deemed to limit or effect eny ofthe provisions hereof, The language used in this Agreement will be deemed to be the language chosen by the Parties to express thelr mutual intent, and no rules of strict construction willbe applied against any party. The representations and warranties contained herein shall survive the closing of the transactions contemplated herein and the assignment of the Claim, 114. No Third Party Geneficiaries. This Agreement is intended for the benefit of Creditor and Purchaser and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof he enforced by any other person. 15. Entie Agreement. This Agreement, together with the exhibits hereto, contains the entire agreement and understanding of the Parties, and supersedes all prior and contemporaneous agreements, letters, aiscussions, communications and understandings, both oral and written, concerning the sale, transfer, conveyance and assignment of the Claim, which the Parties acknowledge have been merged Into this Agreement. 416, Signature. This Agreement may be executed in counterparts and by facsimile, portable document ‘format or other alactronic means, each of which shall constituta an origina and all of which when taken together shal constitute one docurnent. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] creviror: ‘Meyers Associates, LP, (patesiznes) UWS : . Name: JOSEPH MARINELL-FIBIO rile; _ GREGORY TRAINA MANAGING DRECTOR-SYNDICATE soonest oe Teo 2270500 fone memes New Yore NY. 19271 E-maik,gaha@meyerssssccalesi.com Rem H: 021000088 ‘NCB: 4983917064 FOO: Meyers Associates, LP. Wiring Instructions: PURCHASER: Rockwell Capital Partners, ine. (Date Signed) or. Lope ‘Name: Samuel Oshana Title: Secretary ADDRESS: 929/N, Market Street, #1402 CITY: Wimington, Delaware 19802 Telephone No. 305-351-7728, Fax, E-mail documents@rockwellep com exhibie a Invoices M we MEYERS. SSSOCTNPES Lott 14/8/2016 ‘The Pulse Beverage Corp. (PLSB) Attn: Robert Yates President, CEO 411678 N Huron Street Northglenn, CO 80234 INVOICE Mt of 3 Transaction — Investment Bani Settlement Amount $247,808.96 “Summit Beverage “Zuckerman-Honickman ‘This is NOTICE to Mr. Robert Yates President and CEO, of The Pulse Beverage Corp. (PLSB) for services rendered by Gregory Traina at Meyers Associates, LP. Services included, placement agent, issuer debt and outstanding invoice verification. The amount due to Meyers Associates, LP, for these services are 39,000.00. Yours truly, Greg Traina 212-785-0011 New Wire instructions: Chtibank NA 120 Broodwoy ew York N.Y. 20274 ‘Aa f:023000089 AMC #: 6993917066 FBO: Meyers Associates, LP. Meyers Associates LP 45 Broadway 2 FL New York NY 10006 Exhibit 8 Indemnification Agreement EXHIBIT B INDEMNIFICATION AGREEMENT Meyers Associates, L.P, “Creditor” agrees to indemmity and hold harmless, Rockwell Capital Parmers, inc. ond its’ afflietes and their offcers, directors, employees, agents, employees, representatives, afiliats and controlling persons within the meaning of Sections 15, and 20(a) ofthe Securities Act of 1933, a amended wné/or the Securities Exchange Act of 1934, respeotively (“indemnified Parties”) against any and al loss, charge, claim, damage, expense, fine, judgment and lability whatsoever, whether brought by an individual or other entity, or imposed by © Court of law or by administrative action of any Federal, Slate or Local governmental body or agency, administrative agency or reguletory euthority including, but aot limited to, all attomeys" feet and expenses (hercinafier a "Claim or “Claims") related to or arising in ‘any manner out of, based upon, oF in connection with (9 any untrue statement oF alleged untrue statement of a material fect made by the Creditor or any omission or alleged omission of the Crelitor to state a materi! fact required to be stated therein or necessary to make the statements therein not misleading, (ji) the inaccuracy or breach of any covenant, representation or warranty made by the Creditor contained herein or in any seller document oF (Gi) any transaction, proposel or eny other matter (items (), CU) and (ii) being hereinafter seforced to as 0 “Matter” or “Matters”) contemplated in the Agreement with Rockwell Capital Partners hereunder, and will promplly reimburse the Indemnified Parties for all expenses ((ncluding reasonable fees and expenses of legal counsel) ss incurred in connection with the investigation of, preparation for oF defense of any pending or threatened Claim related t0 or arising in any manner out of eny Matter contemplsed by the agreement of Rockwell Capital Partners hereunder, or any ection or proceeding arising therefrom (colletively, “Proceedings”, ‘whether or not such indemnified pacty isa formal party to eny such Proceeding. ‘This Agreement specifically includes, but i not limited (0 the foregoing concerning any claim that Rockwell Capital Partners is in violation of or has violated Section 5 of the Sccurties Act of 1933, as ‘imended, for unlawful or unauthorized sale of securities based upon Rockwell Capital Partners, ‘Inc’s reliance on representations of Creditor or misrepresentations of Creditor pursuant to (), (4) oF (i) andor that any payments meds by Rockwell Capital Pariners to Creditor were ‘unlawfl, based upon false instruments provided to Rockwell Capital Partners or not bona fide cleims within the meaning of Seotion 3(6)(10) of the Securities Act of 1933. Creditor further acknowledges that Rockwell Capital Partners, Inc, has ulized the services of Creditor as placement agent in this transection and Creditor has performed due diligence on the debis associated with this trensacsion, negotiated the terms thereof and arranged for Rockwell Capital Partners, Inc. 1 place their capital in this transiction, Creditor acknowledges thet Rockwell Capital Periners, ine is not acting and bas acted in no way as broker dealer in this transaction within the meaning of Section 15 of the Securities Exchenge Act of 1934, As such, Creditor ‘agrees, in addition to the foregoing, to indemnify the indemnified parties ageinst any end all clsims thet Rockwell Capital Partners, Inc. was acting as a broker desler in this transtction, Notwithstanding the foregoing, the Creditor shall not be liable in respect of any Ciaims that & cour of competent jurisdiction hes judicially determined by final judgment (and the time 10 appeal has expired or the last right of appeal hes been denied) witich resulted solely or in part fiom the willl miseonduet of an indeinified Party or the willful violation of auy securities laws or regulations by and Indemnified Party. The Creditor further agrees thot it will not, without the prior writen consent of Rockwell Capital Partners settle compromise or consent to the enity of any Judgment In any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not Rockwell Capital Partners or any Indemnified Party is an actual or potentel party to such proceeding), unless such settlement, ‘compromise or consent includes an unconditionel release of Rockwell Capital Partners and each other indemnified Pary hereunder from all liblity arising out of such proceeding. In order to provide for just ond equitable contribution in any case in which (i) an Indemnified Porty is ented to indemnification pursuant to this Indemnifeation Agreement but itis judicially determined by the enty of a final judgment decree by « court of competent jurisdiction and the time to appeal has expired or the las right of appeal has beea denied) thet such indemnification may not be enforced in such cas, or (i) contribution may be required by the Creditor in cireumstances for which an Indemnified Pary is olberwise enitled 10 indemnification under the Agreement, then, and in esch such case, the Creditor shal contribute to the aggregate losses, Claims end damages and/or liabilities in an amount equal tothe amount for which indemnification was held unavailable, ‘The Creditor further agrees that no Indemnified Party shall have any Hability (whether ireet or indirect, in contract or tort oF otherwise) to the Creditor for or in connection with Rockwell's agreement hereunder except for Claims that a court of competent jurisdiction shall hhave determined by final judgment (and the time to eppeal as expired or the Inst right of sppeat has been denied) resulted solely or in part from the willful misconduct of such Indemnified Party oF the wilful violation of any securities laws or regulations by an Indemnified Party. ‘The indemnity, reimbursement and contribution obligations of the Creditor set forth herein shalt be in atldiction to any liability whieh the Creditor may otherwise have en shall be binding upon and inure to the benefit of any successors, assigns, hots aad personal representatives of the Creditor oran indemnified Party. ‘The indemnity, reimbursement and contribution provisions set forth herein shall remain operative and full foree and effect regardless of (D any withdrawal, temmination or consummation ‘of or failure to initiate or consummate any Matter referred to berein, and (i) any investigation made by or on behalf of ny party hereto or any person controlling (within the meaning of Section 15 of the Securitcs Act of 1933 as amended, or Section 20 ofthe Securities Exchange ‘Act of 1934, as amended) any party hereto. Each Perty warrants that the individuals who have signed this Agreement have the actual {egal power, right, and euthority to make this Agreement and bind each respective Party. No supplement, modification, or amendment of this Agreement shall be binding uniess executed in writing and signed by both Parties, No waiver of any default shalt constitute « waiver of any other default or breach, whether ‘of the seme or other covenant ot condition, No waiver, benefit, privilege, or service voluntarily iven ot performed by a Party shall give the other Perty any contracmul right by custom, ‘estoppel, otherwise any legal setion or other proceeding is brought in connection with this Agreement, the successful of prevailing Party, if any, shall be enitled to recover reasonable attorneys? fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that itis the subject of a dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, isthe prevailing party in accordance ‘with this provision. ‘This Agreement contains the entire agreement between the Parties relsted to the matters specified herein, and supersedes any prior oral or written statements or egreements between the Parties related to such meters. fany provision of this Agreement shall be held to be invalid or usenforcesble for any reason, the remaining provisions sball continue tobe valid end enforceable. If a court finds thet any provision ofthis Agreement is invalid or unenforceeble, but that by limiting such provision it would become valid and enforceable, then such provision shall be deeined to be written, construed, and enforced as so timited. The intent of the Parties ts to provide as a broad an indemnification es possible under Florida Lew. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest ‘possible interpretation permited under Flora Law. ‘This Agreement shall be governed exclusively by the laws of Florida, without regard to ‘conflict of lew provisions, ‘Any lawsuit or legal proceeding arising out of or relating to ths Agreement in any way whatsoever shall be exclusively brought and litigated in the federel and state courts of Florida, Esch Pary expressly waives the right to challenge ths jurisdiction and/or venue as improper or inconvenient. Each Parry consents to the dismisssl of any lawsuit that they bring in any other Jurisdiction or verve, This Agreement shall be signed on belulf of MoyorsAssoviates. LP. by Joseph Mariel and on behalf of Rockwell Capital Partners, Ine. by Samuel ‘shana and eflective as of the date fist written above. ah tll Joesph Marini, CFO FTE ‘Tule Grouery Trains Managing Dieter Syraicata By: Samuel Oshana’ Title: Secretary CLAIM PURCHASE AGREEMENT ‘This Claim Purchase Agreement (“Agreement”) {together with Exhibits A and 8 annexed hereto and made a part hereof, all of which taken together constitute this “Agreement” is entered into effective as of the date of full execution ("Effective Date"), by and between Rockwell Capital Partners, Inc. ("Purchaser"), and the Creditor Identified below ("Creditor"). Purchaser and Creditor (each, a “Party” and, together, the "Parties’) agree as follows with respect to the outstanding debt owed to Creditor by the Company named below (*Company"): on Company Name: The Pulse Beverage camgemn Creditor Name: Summit Beverage Group LLC BES, 338.36 se S23 abn paable tom Company to redton) = SEE PAGE | OW EXHIBIT A BES 326 3 GE, Be, Purchase Price: §62.A03-4Amount fr which Creditor is sling Claim to Purch Claim Amount: Documentation of Claim (complete copies of all documentation attached): [4 Invoice(s) attached as Exhibit & [X] Indemnification Agreement attached as Exhibit ® 1, Purchase and Sale. Purchaser hereby purchases from Creditor, and Creditor hereby sells, transfers, veys and assigns te Purchaser, for the consideration set forth herein all right, ttle and tnterest of Creditor in and to, one or more claims of Creditor against Company described herein and attached hereto (the “Claim’). Creditor hereby sells, transfers and assigns al right, ttle and interest of Crediter In the Claim to Purchaser. 2, Settlement Approval. No later than the thirtieth (20th) business day after the Effective Date, Purchaser shall file an action against Company in the United States District Court or state court of wil Jurisdiction in the State of Florida (the “Action”| seeking collection of the Claim. Purchaser shall seek to settle the Action on terms acceptable ta Purchaser In its sole discretion and, by appropriate motion or ‘ther pleading, shall seek approval from the Court of such settlement, 3, Payment of Purchase Price. The Purchase Price will be paid to Creditor by Purchaser in one (1) installment, folowing entry and full effectuation of a Court order approving setlement of the Claim in ‘orm and substance acceptable to Purchaser ("Approval Date), and the successful deposit of settlement shares of company by purchaser into an account or accounts a5 contemplated by any settlement ement between company and purchaser until paid in full. Payment shall be made as follows: #453386 ‘within ten (10) days of the occurrence ofthe foregoing: provided however, that purchaser AEE sali not be obligated to pay any portion of such Purchase Price inthe event of a Detauit being detared by Purchaser under any settlement agreement entered ints between the Company and Purchaser in respect of the settlement of the Claim that isthe subject of this Agreement. f such default by the Company occurs end isnot cured within the prescribed time period, the Purchaser shal cause to be ye ‘transferred to Creditor any portion ofthe Claim not already paid for pursuant to this Section 3, and this ‘Agreement shall be null and void, unless otherwise agreed by written agreement of the parties. 4, Cooperation. Creditor will furnish Purchaser will all documentation and evidence supporting che Claim, and reasonably cooperate in providing any other information and taking any other action that Purchaser deems necessary or appropriate to prosecute the action to collect the Claim. Upon Purchaser's reasonable request, Creditor will Guly execute and deliver, ar cause to be duly executed and

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