Exhibit 10.11



 


PLEDGE AND SECURITY AGREEMENT


(Corporate Stock)


 


THIS PLEDGE AND SECURITY AGREEMENT, is dated
April 11, 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”),
and is made between VAMPT BEVERAGE USA, CORP., a Nevada corporation (the “Pledgor”), in
favor of KALAMALKA PARTNERS LTD., a British Columbia company, (the “Agent”)
in its capacity as agent for certain lenders (the “Lenders”).


 


WHEREAS:


 


A.        Pursuant
to promissory notes (as those convertible notes may be amended, extended, renewed, replaced,
restated and in effect from time to time the “Notes”), and, subject to the terms and conditions of the Notes,
the Lenders have agreed to make certain loans to the Pledgor and Vampt Brewing Company Limited (the “Co-Borrower”)
on a joint and several basis.


 


B.        The
Pledgor owns, directly or indirectly, all of the issued and outstanding stock of the Co-Borrower.


 


C.        The
Lenders are willing to make loans to or for the account of the Co-Borrower under the Notes, but only upon the conditions set forth
therein, including, among others, that the Pledgor shall have executed and delivered to the Agent, for the rateable benefit of
the Lenders, this Agreement and shall have granted to the Agent, for the rateable benefit of the Lenders, a security interest in
the Collateral (as defined below) to secure the Obligations (as defined below) as herein provided, and the Pledgor has agreed to
do so.


 


NOW, THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.        The
following terms shall have the following meanings:


 


	(a)		“Collateral” has the meaning set out in Section 2.



 


	(b)		“Event of Default” means an event of default under or pursuant
to the Notes.



 


	(c)		“Obligations” means any and all indebtedness and liability of the
Pledgor to the Agent (including interest thereon), under or arising in connection with the following:



 


	(i)		the Pledgor’s obligations under the Notes, including, without limitation, all
principal, interest thereon, charges and other costs and expenses as therein set forth;



 


	(ii)		the Pledgor’s obligations with respect to payment of any costs and expenses
incurred or advances made by the Agent pursuant to the Notes, this Agreement, or any other documents executed by the Pledgor securing
or relating to the Notes, this Agreement and/or the Collateral, whether executed prior to, contemporaneously with or subsequent
to this Agreement (the Notes, this Agreement and such other documents executed by the Pledgor and securing the Notes, are herein
collectively referred to as the “Loan Documents”) to protect the Collateral or fulfill the Pledgor’s
obligations under the Loan Documents, together with interest thereon from the time such costs and expenses are incurred or advances
made, at the rate or rates from time to time provided for in the Notes but in any case not in excess of the maximum rate permitted
by applicable law;



 


	(iii)		performance of each agreement, term and condition set forth or incorporated by reference
herein or in any other Loan Document; and



 


	(iv)		any and all amendments, modifications, renewals, restatements, replacements and/or
extensions of any of the foregoing, in effect from time to time, including, but not limited to, amendments, modifications, extensions,
renewals, restatements, replacements and/or extensions which are evidenced by new or additional instruments, documents or agreements
or which change the rate of interest on any obligation secured hereby.



 



    	 



    	 



    

  


	(d)		“Pledged Securities” means the shares more particularly described
on Schedule A hereto, and any additional or other shares of stock hereafter included in the Collateral, together with the certificates
or other instruments representing the same.



 


2.        As
collateral security for the payment of the Obligations the Pledgor hereby grants to the Agent, its successors and assigns, for
the rateable benefit of the Lenders, a first and exclusive continuing lien on and security interest in the Pledged Securities of
any class or series of any issuer of the Pledged Securities (whether one or more, collectively, the “Issuers”)
and all warrants, rights and options to acquire such shares, all dividends and other property at any time and from time to time
received or receivable by the Agent, or the Pledgor or otherwise distributable or distributed or payable or paid by the Issuers
in respect of or in exchange for any or all of the Pledged Securities; and


 


Proceeds: All cash and non-cash
proceeds (including rents, royalties, and insurance proceeds) and products of the items relating to any and all of the foregoing,
and all books and records of the Pledgor relating to any and all of the foregoing;


 


(all of the foregoing, collectively,
the “Collateral”).


 


The Pledgor has delivered
to the Agent all the certificates evidencing the Pledged Securities described on Schedule A hereto, in good negotiable form, together
with undated stock powers duly executed in blank in respect thereof.


 


3.        The
Pledgor hereby covenants with, and represents and warrants to, the Agent as follows as to the Pledged Securities listed on Schedule
A hereto and as to all other Collateral now or hereafter granted (or purportedly granted) by it pursuant to this Agreement:


 


	(a)		The Pledgor has good title to all of the Pledged Securities, free and clear of all
adverse claims, liens and security interests of every nature whatsoever, except such as are created pursuant to this Agreement
or any other Loan Document.



	 		 



	(b)		The Agent shall have at all times a first and exclusive and continuing perfected lien
on and security interest in the Collateral, free and clear of any adverse claims, liens and security interests of any nature whatsoever,
except such as are created pursuant to this Agreement or any other Loan Document. The Pledgor shall not grant, or suffer to exist,
any other lien on or a security interest in, or any other claim or encumbrance affecting, the Collateral or any portion thereof.



	 		 



	(c)		The Pledgor will defend the Agent’s right, title and interest in and to the
Collateral against the claims and demands of all other Persons.



	 		 



	(d)		The making and performance of this Agreement by the Pledgor does not violate the terms
or conditions of any agreement or instrument to which the Pledgor is a party or by which the Pledgor or any of its property or
other assets is bound, or any order or decree of any court or government instrumentality, or any arbitration award, franchise,
license or permit or constitute a default thereunder, or, except as contemplated hereby, result in the creation or imposition
of any lien upon the Collateral, and no consent or approval of any other Person is required to authorize or permit, or is otherwise
required in connection with, the execution, delivery and performance by the Pledgor of this Agreement.



	 		 



	(e)		The Pledged Securities are duly authorized and validly issued and are fully paid and
non-assessable and constitute all the issued and outstanding shares of each Issuer thereof. There are no outstanding options,
warrants or other rights, whether contractual or otherwise, that could result in the issuance of any shares or other securities
that could have the effect of diluting such Pledged Securities.



 



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4.        In
furtherance of the security interest granted herein, the Agent may at any time cause any or all of the Pledged Securities to be
transferred into its name or into the name of a nominee or nominees of the Agent.


 


5.        Prior
to an Event of Default the Pledgor shall be entitled to (a) receive any ordinary cash dividends payable in respect of its respective
Pledged Securities and (b) exercise (but only in a manner not inconsistent with the terms hereof and the Notes or of any other
Loan Document) the voting power with respect to the Pledged Securities; provided that no vote shall be cast or consent, waiver
or ratification given or action taken which would impair the Collateral or be inconsistent with or violate any provision of this
Agreement or any of the other Loan Documents. After an Event of Default (a) the Pledgor shall not be entitled to receive any dividends
or distributions of any kind (whether payable in cash or in other property and whether ordinary dividends or liquidating or other
dividends or distributions) and if such dividend or distribution is received by the Pledgor, the same shall be held in trust and
promptly delivered to the Agent, accompanied by undated, duly executed stock powers endorsed by the Pledgor in blank or such other
instruments of assignment as the Agent may request, to be held by it as additional Collateral hereunder, and (b) the Agent may,
at its option, by written notice to the Pledgor, elect to exercise the voting power with respect to the Pledged Securities.


 


6.        In
case any stock dividend shall be declared by any Issuer, or any shares of stock or fractions thereof shall be issued by any Issuer
pursuant to any stock split, or any distribution of capital shall be made by any Issuer, or any shares, cash, obligations or other
property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the
capital stock of any Issuer or pursuant to the dissolution, liquidation (in whole or in substantial part), bankruptcy, arrangement
or reorganization of any Issuer or pursuant to the merger or consolidation of any Issuer with or into another corporation, or otherwise,
then the shares, cash, obligations or other property so distributed shall be received by the Pledgor in trust and delivered promptly
to the Agent, accompanied by undated, duly executed stock powers endorsed by the Pledgor in blank or such other instruments of
assignment as the Agent may request, to be held by it as additional Collateral hereunder.


 


7.        After
an Event of Default the Agent, without obligation to resort to any other security, right or remedy granted under any other agreement
or instrument, shall have the right, at any time and from time to time, to sell, resell, assign and deliver, in its sole discretion,
any or all of the Collateral (in one or more parcels and at the same or different times) and all right, title and interest therein,
on any securities exchange on which the Collateral or any of it may be listed, or at public or private sale at such place as the
Agent determines in its sole discretion, and in connection therewith the Agent may impose reasonable conditions such as requiring
any purchaser to represent that any securities constituting any part of the Collateral are being purchased for investment only.
In the event of enforcement or foreclosure of the lien and security interest herein granted to the Agent, the Pledgor shall cause
the directors and officers of each Issuer of the Pledged Securities promptly to register the transfer thereof in the stock books
and records of such Issuer.


 


8.        To
the extent that notice of sale may be required by applicable law, the Agent shall give the Pledgor at least ten (10) days’
prior notice of the time and place of any public sale or of the time after which any private sale or other disposition is to be
made, which notice the Pledgor hereby agrees is reasonable. In the case of all sales of the Collateral, public or private, the
Pledgor will be responsible for all reasonable costs and expenses of every kind for sale or delivery, including brokers’
and attorneys’ fees and disbursements, which shall be collected by the Agent first from the proceeds of sale of Collateral.
The balance, if any, of proceeds remaining after final indefeasible payment in full of all of the Obligations shall be paid to
the Pledgor or to whomsoever may be lawfully entitled to receive the same.


 



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9.        The
Pledgor recognizes that the Agent may be unable to effect a public sale of all or any part of the Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect, or in applicable Blue Sky or other
state securities laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obligated to agree, among other things, to acquire such Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. If, at the time of any sale of Collateral, the same or any part thereof
to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as then in effect,
the Agent, in its sole and absolute discretion, is hereby authorized to sell such Collateral or such part thereof by private sale
in such manner and under such circumstances as the Agent may deem necessary or advisable in order that such sale may legally be
effected without registration. The Pledgor acknowledges that private sales so made may be at prices and on other terms less favorable
to the seller than if such Collateral were sold at public sales, and agree that the Agent has no obligation to delay the sale of
any such Collateral for the period of time necessary to permit the issuer of such Collateral, even if such issuer would agree,
to register such Collateral for public sale under such applicable securities laws. The Pledgor agrees that private sales made under
the foregoing circumstances shall not, because so made, be deemed to have been made in a commercially unreasonable manner.


 


10.        The
rights and remedies provided herein in favor of the Agent shall not be deemed exclusive, but shall be cumulative, and shall be
in addition to all other rights and remedies in favor of the Agent, as a secured party, existing at law or in equity or otherwise,
and may be enforced in such order as the Agent in its sole discretion may elect.


 


11.        No
delay on the part of the Agent in exercising any of its options, powers or rights hereunder, or partial or single exercise thereof,
shall constitute a waiver thereof. None of the terms and conditions of this Agreement may be discharged, changed, waived, modified
or varied in any manner unless in a writing duly signed by the Agent and the Pledgor.


 


12.        The
Pledgor hereby appoints the Agent as the Pledgor’s attorney-in-fact for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the
purposes hereof after an Event of Default. Without limiting the generality of the foregoing, the Agent shall have the right and
power, which power is irrevocable and coupled with an interest, to receive, endorse and collect all checks and other orders for
the payment of money made payable to the Pledgor representing any interest, payment of principal, premium or dividend or other
payment or distribution payable in respect of or in exchange for the Collateral or any part thereof, and for and in the name, place
and stead of the Pledgor to execute financing statements, stock powers, endorsements, assignments or other instruments of conveyance
or transfer, in respect of any of the Pledged Securities or any other property which may become a part of the Collateral hereunder.


 


13.        The
Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute, acknowledge
and deliver such further documents and take such further action (including, without limitation, all actions required under Article
8 or Article 9 of the applicable Uniform Commercial Code and/or under applicable Federal laws and regulations, in each case as
now or hereafter in effect) as may be necessary or desirable, in the reasonable opinion of the Agent, to create and maintain a
perfected, first-priority security interest in any Collateral pledged hereunder or that the Agent may reasonably request to protect
the security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to the Collateral or any part thereof. The Pledgor agrees that the Agent may file a carbon, photographic
or other reproduction of this Agreement or of a financing statement as a financing statement, and that the Agent may, to the extent
permitted by applicable law, file any such financing statement without the Pledgor’s signatures or sign the Pledgor’s
names to any such financing statement. The Pledgor shall mark its books and records to show the pledge and security interest created
hereby and shall otherwise assure the priority and perfection of such security interest provided for herein.


 


14.        All
notices, requests and other communications to any party hereunder shall be in writing and shall be given as provided in the Notes
to such party at its address specified on the signature page hereof or to such other address as such party may have specified by
written notice to the other party.


 



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15.        The
Pledgor hereby agrees to indemnify and hold harmless the Agent, its officers, directors, employees, agents and representatives
(each, an “Indemnified Party”) from and against any and all claims, liabilities, damages, costs and expenses
(including, without limitation, reasonable attorneys’ fees and disbursements) asserted against or incurred or sustained by
any of the Indemnified Parties to the extent resulting from this Agreement, the pledge of Collateral to the Agent hereunder or
any actions taken or omitted to be taken by the Agent in accordance with this Agreement. The indemnity provided for in this Section
shall survive the termination of this Agreement, repayment in full of the Obligations and the application or release of the Collateral.


 


16.        If
any provision of this Agreement is held to be illegal or unenforceable, the validity of the remaining provisions shall not be affected.


 


17.        This
Agreement may be executed in any number of counterparts (which may be delivered by facsimile transmission), each of which shall
constitute an original and all of which taken together shall constitute but one and the same agreement. Each party delivering a
counterpart of this Agreement by facsimile transmission agrees to promptly deliver a manually signed original counterpart of this
Agreement to the other party.


 


18.        Any
legal action or proceeding with respect to this Agreement may be brought in the courts of the State of Nevada or the courts of
the United States of America in Nevada, and, by the execution and delivery of this Agreement, the Pledgor hereby submits to and
accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts over
the person and property of the Pledgor, and hereby waives any claim that venue has been improperly laid therein or that any such
action or proceeding was brought in an inconvenient forum. The Pledgor irrevocably consents to the service of process of any of
the aforementioned courts or service of a notice of motion for summary judgment in lieu of complaint in any such action or proceeding
in the manner provided for notices in Section 14. Nothing herein shall affect the right of the Agent to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed against the Pledgor in any other jurisdiction.


 


19.        The
Pledgor hereby waives any claim against the Agent for consequential, special, incidental, punitive or exemplary damages in respect
of any action taken or omitted to be taken by the Agent in good faith.


 


20.        This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This
Agreement shall (a) become effective as to the Pledgor when a counterpart hereof executed by the Pledgor shall have been delivered
to the Agent and thereafter bind the Pledgor and its successors and assigns, provided that the Pledgor may not transfer
or assign its rights or obligations under this Agreement without the prior written consent of the Agent (and any attempted transfer
or assignment without such consent shall be void) and (b) inure to the benefit of the Agent and the Lenders and their respective
successors and assigns.


 


21.        This
Agreement shall terminate (except as to any provisions hereof stated to survive termination of this Agreement) and any remaining
Collateral shall be released only when and if all of the Obligations shall have been finally and indefeasibly paid in full in cash,
and the Notes and the other Loan Documents shall no longer be in effect.


 


22.        The
Agent is hereby authorized to deliver a copy of this Agreement to the Issuers, and the Pledgor shall cause each Issuer to comply
with the provisions of the acknowledgment set forth at the foot of this Agreement.


 


23.        THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE PRINCIPLES
THEREOF RELATING TO CONFLICTS OF LAW.


 



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24.        EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


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


 


	Address of Pledgor:	VAMPT BEVERAGE USA, CORP., as Pledgor
	 	 
	30084 RPO Glenmore	By: 	/s/ Ian Toews
	Kelowna BC V1V 2M2	Name: Ian Toews
	Attention: Ian Toews	Title: President & Director
	Fax: 250-868-1013	 


 


	 	KALAMALKA PARTNERS LTD., as Agent
	 	 
	Address of Agent	By: 	/s/ David Coombs
	101-2903 35th Avenue	Name: DAVID COOMBS
	Vernon BC V1T 2S7	Title: DIRECTOR
	Attention: David Willis	 
	Fax: 250-542-8300	 


 


The undersigned Issuer of the shares described
on Schedule A hereby certifies, warrants, represents, and agrees that it (i) is aware of the pledge of shares above described
and has made a notation on its stock books and records of the pledge of such shares pursuant to the above Pledge and Security Agreement
and (ii) acknowledges receipt of a stop notice on any transfer of such pledged shares, except upon enforcement of the lien and
security interest granted in such Pledge and Security Agreement.


 


Acknowledged and Agreed on


 


the date written above:


 


VAMPT BREWING COMPANY LIMITED


 


	By: 	/s/ Ian Toews	 
	 	Name:	Ian Toews	 
	 	Title:	President & Director	 


 



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SCHEDULE A TO PLEDGE AND SECURITY AGREEMENT


 


	Issuer	 	Number of Shares	 	 	Percentage of Shares 
Outstanding	 	 	Certificate Numbers	 
	Vampt Brewing Company Limited	 	 	1001 Common	 	 	 	100	%	 	 	3