PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT (the “Pledge
Agreement”) is entered into as of MAY 19, 2013, is given by PREMIER
BEVERAGE GROUP CORP. (the “Company”) and FOUAD KALLAMNI ("Pledgor") Pledgorin
favor of [                         ] (“the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in that certain Security Agreement entered into on even date herewith by and between Company
and Secured Party.


 


WHEREAS, Secured
Party is the holder of those certain secured convertible debentures issued by Company numbered PBGC – 59FF 101 and
PBGC – 59FF 102, with an aggregate principal balance of $375,000 (the “Obligations”);


 


WHEREAS, the
Secured Party has extended financial accommodations to the Company and Pledgor, pursuant to the Obligations and otherwise, the
Pledgor will directly benefit from such financial accommodations, and the Pledgor acknowledges that without this Pledge Agreement,
the Secured Party would not be willing to purchase the Obligations from the Company and enter into the other transaction documents
in connection therewith (collectively, the “Transaction Documents”); and,


 


WHEREAS, the
Pledgor desires to provide and the Secured Party desires to accept the pledge of assets by the Pledgor on the terms and conditions
seet forth herein.


 


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


 


		1.	Pledge



 


To secure the due and punctual payment
and performance of Company’s obligations under the Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers
and delivers unto the Secured Party, and hereby grants to the Secured Party a security interest in the following:


 


(a)          the
Collateral, including, without limitation, the shares of stock listed in Exhibit A attached hereto (the “Pledged
Securities”) and the certificates representing or evidencing the Pledged Securities, and all cash, securities, interest,
dividends, rights and other property at any time and form time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the Pledged Securities;


 


(b)          all
other property hereafter delivered to the Secured Party in substitution for or in addition to any of the foregoing, all certificates
and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or
all thereof; and


 


(c)          all
proceeds of all of the foregoing;


 


to have and to hold such Collateral, together
with all rights, titles, interests, privileges and preferences pertaining or incident thereto, unto the Secured Party, its successors
and assigns, subject, however, to the terms and conditions hereafter set forth.


 


		2.	Representations and Warranties



 


The Pledgor and the Company represent and
warrant as follows:


 


(a)          The
Pledgor owns all of the Pledged Securities, free and clear of any liens, encumbrance, charge or security interest of any nature
whatsoever, other than the security interest granted hereunder.


 


(b)          All
shares of stock included in the Pledged Securities are duly authorized and validly issued, fully paid, non-assessable and subject
to no options to purchase or similar rights of any person or entity.


 


(c)          Each
of the Pledgor and the Company are not and will not become a party to or otherwise bound by any agreement, other than this Pledge
Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Securities with respect
thereto.


 


(d)          This
Pledge Agreement has been duly executed and delivered by the Pledgor and the Company and constitutes a valid and binding obligation
of each of the Pledgor and the Company.


 





	Exhibit 10.21	PAGE 1









    	 



    	 



    

 


(e)          The
Secured Party will have valid and perfected security interests in the Pledged Securities subject to no prior lien upon delivery
of the Pledged Securities to the Secured Party hereunder. No registration, recordation or filing with any governmental body, agency
or official is required in connection with the execution or delivery of this Pledge Agreement, or necessary for the validity or
enforceability hereof or for the perfection of the security interest granted herein. The execution, delivery performance and enforcement
of this Pledge Agreement does not and will not contravene, or constitute a default under any provision of applicable law or regulation
or of any agreement, judgment, injunction, order decree or other instrument binding upon the Company or result in the creation
or imposition of any lien (other than the security interests granted herein) upon any asset of the Company.


 


		3.	Delivery of Pledged Securities



 


(a)          All
Pledged Securities delivered to the Secured Party by Pledgor pursuant hereto shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed,
and accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to Secured
Party. The Pledgor also shall provide Secured Party with a legal opinion relating to the Pledged Securities, stating that the Pledged
Securities have been properly and legally issued by the Company, may be transferred to Secured Party and sold by Secured Party
without limitation.


 


(b)          The
Secured Party hereby agrees that it shall not in any way pledge, hypothecate, sell, assign, or in any way transfer the Pledged
Securities until and unless an event of default occurs under the Transaction Documents.


 


		4.	Filing; Further Assurances



 


The Pledgor and the Company will, at their
expense and in such manner and form as the Secured Party may reasonably require, execute, deliver, file and record any financing
statement, specific assignment or other paper and take any other action that may reasonably be necessary or desirable, or that
the Secured Party may reasonably request, in order to create, preserve, perfect or validate any security interest or to enable
the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by
applicable law, the Company hereby authorizes the Secured Party to execute and file, in the name of the Company or otherwise, Uniform
Commercial Code financing statements which the Secured Party in its sole discretion may deem necessary or appropriate to further
perfect the security interest granted herein.


 


		5.	Default



 


A default of this Agreement shall occur
upon the breach of any provision hereof or upon the occurrence of any Default Event under the Obligations. Upon the occurrence
of a default, the Secured Party may exercise from time to time any rights and remedies available to it under the Uniform Commercial
Code as in effect in New Jersey or otherwise available to it, including, but not limited to, sale, assignment or other disposal
of any or all of the Pledged Securities in exchange for cash or credit. The Pledgor and the Company hereby agree that the Secured
Party shall be entitled to retain all proceeds of any such sale, assignment or other disposal of the Pledged Securities. In consideration
of Company’s agreement that, in the event of a default, it will use its best efforts to facilitate the transfer of the Pledged
Securities and the issuance of common stock upon conversion thereof, Secured Party agrees that the Company’s obligation to
issue common shares upon conversion of the Pledged Securities by the Secured Party shall be limited to the extent such conversion
would result in the Secured Party, together with any affiliate thereof, beneficially owning (as determined in accordance with Section
13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding shares of
Company common stock.


 


		6.	Termination; Return of Pledged Securities



 


Upon the repayment in full of all obligations
under the Obligations, this Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon
any such termination, the Secured Party will execute and deliver to the Company such documents as the Company shall reasonably
request to evidence such termination or the release of the Collateral.


 


	Exhibit 10.21	PAGE 2







    	 



    	 



    

 


		7.	Notices



 


Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) trading day after deposit with
a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same, or at such
other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party three (3) trading days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of
such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


 


		8.	General Provisions



 


(a)          Entire
Agreement; Modifications; Waiver. This Pledge Agreement and the balance of the Transaction Documents constitute the entire
agreement between the parties pertaining to the subject matter contained in it, except for any other agreements referenced herein.
This Pledge Agreement supersedes all prior and contemporaneous agreements (other than those entered into in writing simultaneously
with this Pledge Agreement), representations, and understandings of the parties. No supplement, modification, or amendment of this
Pledge Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Pledge
Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.


 


(b)          Counterparts.
This Pledge Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instruments. Facsimile execution shall be deemed originals.


 


(c)          Severability.
Each term, covenant, condition or provision of this Pledge Agreement shall be viewed as separated and distinct, and in the event
that any such term, covenant, condition or provision shall be held by a court of competent jurisdiction to be invalid, the remaining
provisions shall continue in full force and effect.


 


(d)          Necessary
Acts. Each party to this Pledge Agreement agrees to perform any further acts and execute and deliver any further documents
that may be reasonably necessary to carry out the provisions of this


 


(e)           Stop
Transfer Order. In the event that any type of stop transfer order is given to the Company’s transfer agent regarding
the Pledged Securities and, as a result thereof, Secured Party is unable to sell any portion of the Pledged Securities, the parties
acknowledge that Secured Party will incur substantial damages as a result thereof, and the Company agrees to pay liquidated damages
to Secured Party in an amount equal to the then-current outstanding balance due to Secured Party under the Obligations at the time
of any such stop transfer order. Any such liquidated damages shall be in addition to all other obligations of the Company and the
Pledgor under the Transaction Documents.


 


(f)           Time
of Essence. Time is of the essence in the performance of all obligations under this Pledge Agreement.


 


(g)          Governing
Law. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard
to the principles of conflict of laws. Guarantors and Secured Party expressly consent to the jurisdiction and venue of the Superior
Court of New Jersey, Bergen County, for any litigation between the parties.


 


 


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IN WITNESS WHEREOF
the parties have executed this Pledge Agreement effective as of the day and year first above written.


 


	 	 	SECURED PARTY:
	 	 	[                                               ]
	 	 	 
	 	 	 
	 	 	By:	                 
	 	 	Name:
	 	 	Title:	Manager


 


	PREMIER BEVERAGE GROUP CORP.	 	 
	 	 	 
	 	 	 
	By:	     	 	 
	Name: 	Fouad Kallamni	 	 
	Title:	President	 	 
	 	 	 
	FOUAD KALLAMNI	 	 
	 	 	 
	 	 	 


 





	Exhibit 10.21	PAGE 4







    	 



    	 



    

 


EXHIBIT A 


 


THE PLEDGED SECURITIES


 


1.          Thirty-one
million five hundred thousand (31,500,000) shares of PREMIER BEVERAGE GROUP CORP., common stock, issued in the name
of FOUAD KALLAMNI.


 





	Exhibit 10.21	PAGE 5