Exhibit 99.2
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT, dated as of November 23, 2005 (this
"Contribution Agreement"), by and among
Bravo! Foods
International Corp.,
a Delaware corporation with headquarters
located at 11300 U.S. Highway 1,
Suite 202 North Palm Beach, FL (the
"Company"), and the investors listed on
the signature pages hereto (individually,
an "Investor" and collectively,
the "Investors").
WHEREAS:
A.
The Company and each
of the Investors is a party to the
Securities Purchase Agreement (the
"Securities Purchase"), dated as of the
date hereof, by and among the Company and
the investors listed on the
signature pages thereto, including the
Investors (the "Securities Purchase
Agreement").
B.
The Company and each
of the Investors desire to add provisions
relating to contribution to the Securities
Purchase Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained
in
this Contribution Agreement, and for other
good and valuable consideration
the receipt and adequacy of which are
hereby acknowledged, the Company and
the Investors agree as follows:
1. All capitalized
terms used and not otherwise defined herein
shall have the meanings ascribed to such
terms in the Securities Purchase
Agreement.
2. In addition to the
provisions of Section 6.4(a), (b) and
(c) thereto, the following provision shall
be applicable to the Company and
each of the Investors as if the following
provisions were contained in the
Securities Purchase Agreement as Section
6.4(d) thereto:
(d) Contribution.
If a claim for
indemnification under
Sections 6.4(a) or (b)
is unavailable to an Indemnified Party
(by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of
the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or
relates to information supplied by, such Indemnify
