TEMPORARY
FORBEARANCE AGREEMENT


 


THIS
TEMPORARY FORBEARANCE
AGREEMENT (this "AGREEMENT"),
dated as of
February 1, 2015
, between Smith
& Ramsay Brands,
a Nevada corporation
(the "COMPANY")
and Argent
Offset LLC,
a California
corporation, the "HOLDER").
Capitalized terms
not otherwise defined herein
shall have the
meanings specified
in the
Note (as defined
below).


 


WHEREAS,
on November
26, 2014, the
Company issued
a $12,500.00 Promissory
Note due December
5, 2014 (the
"Note") to the Holder;


 


WHEREAS,
the Company has requested
to pay and
the Holder has
agreed to accept
a fee of
$7,500.00 (the “Forbearance
Fee”) to
be paid
on the earlier
of August
1, 2015
or the
occurrence of
a Termination
Event (as defined
in Section 3).


 


WHEREAS,
the Company has
requested and the Holder
has agreed to forgive
and waive all
late payment
and loan
fees stated
in the Note
in exchange
for the Forbearance
Fee stated
above. The
Holder has agreed to
revise the
interest accrual at
the 10% Note
rate using the $20,000 principal
plus Forbearance Fee
amount beginning
December 5,
2014.


 


WHEREAS,
beginning on
March 7,
2015, the Company
has agreed to
pay to
the Holder a
minimum of
12.5% of any
funds invested
in the Company
within seven
(7) calendar
days of the record date of the
investment, until all
amounts due under
this agreement
have been
paid in
full.


 


WHEREAS,
the Company has
requested, and
the Holder has
agreed, subject
to the terms
and conditions
set forth
in this Agreement,
for the period
commencing on
February 1, 2015
and ending
on the earlier
of August
1, 2015 (the
"PAYMENT DATE")
or the
occurrence of
a Termination Event
(as defined
in Section 3)
(the "WAIVER PERIOD"), (i)
to waive any
Default or
Event of
Default existing
solely as a result
of the failure
of the Company
to pay to Holder
all amounts due commencing
February 1, 2015
and continuing
through and including
August 1, 2015,
with payments
to be made to
the Holder
on the Payment
Date), and
(ii) that
it shall
refrain from exercising
its rights and
remedies against
the Company
in connection
with the Company's
failure to
pay Holder prior to the Payment
Date;


 


NOW,
THEREFORE, in
consideration of
the premises and the mutual
covenants and agreement
of the parties
hereinafter set
forth, the parties
hereto hereby
agree as follows:


1.            
WAIVER OF
DEFAULT. The
Holder hereby
waives, until
the expiration
of the
Waiver Period,
any Default or
Event of Default
existing solely
as a result of
the Company's failure
to pay to
Holder the Forbearance
Fee prior to
the Payment Date. The
Company acknowledges that interest
shall accrue at the
rate of 10.0%
per annum from
the date each payment
is due pursuant to
the Note
until all
amounts are paid
in full in
cash.


 


2.          
STANDSTILL.
Holder
hereby
agrees that
during the Waiver
Period it
will not
exercise any
remedy under
the Note, at law or
in equity,
which it
hereafter may
have in
respect of any
Default or
Event of
Default resulting
solely from the
failure of
the Company to pay to
Holder the Forbearance
Fee prior to the Payment
Date.




    	 



    	 



    

 3.            
TERMINATION. This
Agreement
shall
terminate upon
the earlier
of (i)
the payment in
full to
Holder of
the Forbearance Fee,
plus all
amounts owing
thereon pursuant
to the
Note and
Section 1 hereof,
(ii) the occurrence of
an Event of
Default (other than
in connection with
the Forbearance Fee)
and (iii)
any repurchase
of the
Note pursuant to Section
2 of
the Note; provided,
that this
Agreement shall
only terminate with
respect to the Note actually
repurchased from the Holder
pursuant to the terms
of the Note
(a "TERMINATION EVENT").


 


4.            
ABSENCE
OF WAIVER.
The parties hereto agree that,
except to
the extent
expressly set
forth herein,
nothing contained
herein shall
be deemed to:


 


(a)             
be a
consent to, or
waiver of,
any Default
or Event
of Default;
or


 


(b)             
prejudice any
right or remedy
which the Holder
may now
have or
may in
the future
have under
the Note or otherwise,
including, without
limitation, any
right or remedy
resulting from any
Default or
Event of Default.


5.            
REPRESENTATIONS. Each
party hereto hereby
represents and warrants to
the other parties
that:


 


(a)             
each
party
is a corporation
or partnership,
as applicable, duly
organized, validly
existing, and
in good
standing under the laws
of the state
of its
incorporation or
formation, as
applicable;


 


(b)             
the execution,
delivery and
performance of
this Agreement by
such party
is within its
corporate or trust
powers, as applicable,
has been
duly authorized
by all
necessary corporate
or trust
action, as
applicable, has
received all necessary consents and
approvals (if any
shall be required),
and does
not and
will not
contravene or
conflict with
any provisions of
law or
of the charter or by-laws,
or trust
agreement, as applicable,
of such
party or
of any
material agreement
binding upon
such party
or its
property; and


 


(c)             
this Agreement
will be a
legal, valid
and binding
obligation of
each party, enforceable
against it
in accordance with its
terms.


 


In
addition, the Company
represents and warrants that
to the best
of its
knowledge, except
as set
forth herein
no Default
or Event
of Default
under the
Note has occurred
and is
continuing.


 


6.          
CONTINUING EFFECT,
ETC. Except
as expressly provided herein,
the Company
hereby agrees
that the
Note shall
continue unchanged and
in full
force and
effect, and all
rights, powers and remedies
of the
Holder thereunder
and under
applicable law
are hereby
expressly reserved.
The Company also
hereby agrees that
it will
apply, to
the maximum extent
possible, any net
proceeds from any public offering by
the Company in
excess of the amounts invested
in the public offering
by the Holder
to pay to the
Holder any amount
of the Forbearance Fee and
balance due on
the Note then outstanding.




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7.            
MISCELLANEOUS.


 


(a)             
Section
headings used
in this Agreement
are for
convenience of
reference only
and shall
not affect
the construction of
this Agreement.


 


(b)             
This
Agreement
may be
executed in
any number of
counterparts and by the different
parties on
separate counterparts and each
such counterpart shall
be deemed to
be an original,
but all
such counterparts shall
together constitute but one
and the same
agreement.


 


(c)             
This
Agreement
shall
be a contract
made under and
governed by
the laws
of the State
of California.


 


(d)             
All
obligations of
the Company and
rights of the
Holder expressed
herein shall
be in
addition to
and not in
limitation of
those provided
by applicable law.


 


(e)             
This
Agreement
shall
be binding
upon the Company,
the Holder
and their
respective successors
and assigns,
and shall
inure to
the benefit of
the Company, the
Holder and
their respective
successors and
assigns.


 


(f)             
All amendments
or modifications
of this
Agreement and
all consents,
waivers and notices
delivered hereunder or
in connection herewith
shall be in
writing.


 


8.            
WAIVER OF
JURY TRIAL. THE COMPANY
AND THE
HOLDER HEREBY
IRREVOCABLY WAIVES
ALL RIGHT
TO A TRIAL
BY JURY IN
ANY ACTION,
PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING
TO THIS
AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


IN
WITNESS WHEREOF,
the parties hereto have
caused this
Agreement to
be executed by
their duly
authorized representatives as
of the
first date written
above.


 


“Company”:
Smith & Ramsay
Brands


 


/s/ Rachel Boulds


Rachel
Boulds, CFO


 


“Holder”:
Argent Offset,
LLC


 


/s/ Rick Narveson


Rick
Narveson, Managing
Member








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