|
Exhibit 10.45 PROMISSORY NOTE
|
$800,000
|
January 15, 2009
|
For value received , THE UNDERSIGNED, Drinks Americas,
Inc., a Delaware Corporation having an office at 372
Danbury Road, Suite 116, Wilton, CT (“Maker”) hereby
unconditionally promises to pay to the order of Paul Walraven,
having an address 670 Town Hill Rd, PO Box 464, New Hartford, CT
06057, and Jack McKenzie, having an address at 1154 Woodland Ave.,
Batavia, IL 60510(together, the
“Payees”), the principal sum of $800,000 in
four annual installments of $200,000
each on the 15th day of January each and
every year until this Note is fully paid beginning on the
first anniversary of this Note. Each annual installment
shall be paid by Maker to Payees (i) fifty(50) percent
in common stock of Drinks Americas Holdings, Ltd (“DKAM)
based on the average closing prices of such shares for each of the
thirty (30) trading days preceding such installment and (ii) fifty
(50) percent in cash. Each installment payable in cash shall be
payable with interest thereon at five (5) percent per
annum. Each installment made in DKAM common stock shall
be paid fifty (50) percent to Paul Walraven and fifty (50) percent
to Jack McKenzie and each cash installment made in cash shall be
paid sixty (60) percent to Paul Walraven and forty (40) percent to
Jack McKenzie. The entire principal sum of $800,000 is subject to
rights of offset, which are more fully described in that Purchase
Agreement by and between Maker and Payees dated January 15,
2009, which offset amounts would decrease, pro-rata both
as to stock and cash payments as well as to the individual
Payees, the consideration paid by Maker to
Payees. All such payments on account of the indebtedness
evidenced by this Note shall be applied first to accrued and unpaid
interest on the unpaid principal balance and the remainder to
principal. &nb
|
