On October 29, 2013, Panache Beverage Inc. entered into a Second Amendment to the Amended and Restated Loan Agreement with Consilium Corporate Recovery Master Fund Ltd. (the lender). Prior to the Reincorporation Merger, the Company, its affiliates and subsidiaries had entered into previous loan transactions with Consilium, dated December 21, 2012, May 9, 2013 and September 4, 2013, respectively, under which the Company and its affiliates borrowed an aggregate of $7,500,000, secured by certain assets and common stock. Pursuant to the Second Amendment, Panache, as successor by merger to the Company, reconfirmed that it is the Borrower" under the Previous Loan for all purposes and reconfirmed its obligations under the Previous Loan and that such obligations under said Previous Loan are in full force and effect.

In connection with the Second Amendment Panache entered in a First Amendment to Amended and Restated Trademark Assignment and Security Agreement (the Amended Trademark Assignment") with the Lender, whereby Panache reconfirmed that it is the Borrower" under the Previous Loan, including that certain Amended and Restated Loan Trademark Assignment and Security Agreement with the Lender, and the other signatories to the Amended Trademark Assignment reconfirmed their guarantees under Previous Loan and that such obligations under said Previous Loan are in full force and effect.