SECURITY AGREEMENT


 


SECURITY AGREEMENT (this “Agreement”),
dated as of August 23, 2013, between OSO BEVERAGES CORP., a Delaware corporation with an address at 501 Madison Avenue,
Suite 501, New York, New York 10022 (the “Company”); [ ] and [ ] (collectively, the “Secured Parties”),
as holders of the Company’s Secured Promissory Notes of even date herewith in the aggregate principal amount of $90,000 (the
“Notes”); and CORE EQUITY GROUP LLC, a Delaware limited liability company with an address at 501 Madison
Avenue, Suite 501, New York, New York 10022 (the “Collateral Manager”).


 


INTRODUCTION


 


WHEREAS, the Secured Parties have
extended credit or will extend credit to the Company represented by the Notes which have been executed by the Company in favor
of each of the Secured Parties; and


 


WHEREAS, in consideration of, and
as a condition to, the extension of credit under the Notes, the Company wishes to grant a security interest in certain collateral
to the Secured Parties.


 


NOW, THEREFORE, the parties hereby
agree as follows:


 


1.Grant of a Security Interest.
To secure the prompt payment, observance and performance in full of each and every obligation (collectively, the “Obligations”)
of the Company under the Notes, the Company hereby grants to the Secured Parties a continuing priority security interest in, and
lien upon, the Collateral (as defined in Section 3), subject to no prior lien, encumbrance, charge, or security interest.


 


2.Definitions and Construction.



 


(a) All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Uniform Commercial Code as in effect in the State of
New York (the “UCC”).


 


(b) Unless the context of this Agreement
requires otherwise: (a) references in this Agreement to sections, schedules and exhibits are to sections of, and schedules and
exhibits to, this Agreement; (b) words in the singular include the plural and in the plural include the singular; (c) the word
“or” connotes both the disjunctive and conjunctive of the terms affected, unless otherwise expressly stated;
(d) the terms “hereof,” “herein,” “hereby” and derivative or similar words
refer to this entire Agreement; (e) the terms “include”, “includes” “including”
and derivative or similar words shall be deemed to include the phrase “without limitation”; (f) the phrase “ordinary
course of business” and “ordinary course of business consistent with past practice” refer to the business
and practice of the Company; and (g) words of any gender include each other gender. As used in this Agreement, any reference to
any event, change or effect being “material” or “materially adverse” or having a “material
adverse effect” on or with respect to any entity (or group of entities taken as a whole) means such event, change or
effect is material or materially adverse, as the case may be, to the business, condition (financial or otherwise), properties,
assets (including intangible assets), liabilities (including contingent liabilities), prospects or results of operations of such
entity (or, if with respect thereto, of such group of entities taken as a whole). Whenever this Agreement refers to a number of
days, such number shall refer to calendar days unless business days are specified.


 






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3.Collateral.(a)The
collateral covered by this Agreement (the “Collateral”) consists of the following:


 


(i) The following property:


 


(A) Accounts Receivable. All
Accounts, Chattel Paper, contracts and contract rights relating to the production financing provided to the Company by the Secured
Parties and evidenced by the Notes (“Production Financing”) and any Accounts Receivable related thereto, including,
but not limited to, proceeds of inventory and returned goods and proceeds from the sale of goods and services, and all rights,
liens, securities, guaranties, remedies and privileges related thereto, including the right of stoppage in transit and rights and
property of any kind forming the subject matter of any of the foregoing; and


 


(B) Inventory. All inventory
wherever located, relating to the Production Financing including, but not limited to, all raw materials, parts, containers, work
in process, finished goods, goods in transit, wares and goods returned for credit, repossessed, reclaimed or otherwise reacquired
by the Company; and


 


(C)Documents of Title. All documents
of title and other property relating to the Production Financing from time to time received, receivable or otherwise distributed
in respect of, exchange or substitution for or addition to any of the foregoing.


 


(b) Any and all Collateral
described or referred to in this Agreement which is hereafter acquired shall, and without any further conveyance, assignment
or act on the part of the Company or the Secured Parties, become and be subject to the security interest created hereby as
fully and completely as though specifically described herein.


 


4.Company’s Representations
and Warranties. The Company represents, warrants, and agrees that:


 


(a)The Company owns the Collateral free
and clear of any lien other than Permitted Liens set forth in Exhibit A.


 






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(b)The Company has all necessary corporate
power and authority and has taken all corporate action necessary to execute, deliver and perform this Agreement and the Notes and
to encumber and grant a security interest in the Collateral.


 


(c)
There is no effective financing statement or other instrument similar in effect covering all or any part of the Collateral on
file in any recording office other than one or more financing statements filed with respect to Premier Beverage Group Corp.,
the parent corporation of the Company (“Parent Filings”) with respect to the Permitted Liens.


 


(d)Subject to the Parent Filings, this
Agreement creates a valid first priority security interest of the Secured Parties in the Collateral securing payment of the Obligations.
Upon the filing of the financing statements and the other instruments similar in effect in accordance with Sections 5(b)
and 5(c), subject to the Parent Filings, the Secured Parties will have a valid and perfected first priority lien on, and
security interest in the Collateral.


 


(e)
No consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority,
regulatory body, lessor, franchiser or other person or entity is required for the grant by the Company of the security
interest granted hereby or for the execution, delivery or performance of this Agreement by the Company or for the perfection
or exercise by the Secured Parties of its rights and remedies hereunder, except filings of financing documents in accordance
with Sections 5(b) and 5(c).


 


(f)
The Company does not transact any part of its business under any trade names, division names, assumed names or other name,
except for its name set forth in the preamble hereto, “OSO” or “OSO ENERGY”; the Company’s
principal business address and chief executive office is as set forth in the preamble hereto; and the Company’s records
concerning the Collateral are kept as such address.


 


(g)To the best of the Company’s
knowledge, each Account constituting Collateral and Chattel Paper is genuine and enforceable in accordance with its terms against
the party obligated to pay it (the “Account Debtor”), and, to the best of the Company’s knowledge, no
Account Debtor has any defense, setoff, claim or counterclaim against the Company which can be asserted against the Secured Parties,
whether in any proceeding to enforce the Collateral or otherwise.


 


(h)The Company will deliver to the Secured
Parties at the request of the Secured Parties a schedule of all Accounts and Chattel Paper from time to time as the Secured Parties
may reasonably request, but no more often than once per quarter. The amounts represented on such schedules by the Company to the
Secured Parties as owing by each Account Debtor or by all Account Debtors are and will be, to the best of the Company’s knowledge,
the correct amounts actually and unconditionally owing by the Company’s Account Debtors individually and in the aggregate,
except for normal cash discounts where applicable.


 






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(i)
Each Instrument and each Document constituting Collateral is genuine and in all material respects what it purports to be.


 


(j)
All tangible Collateral and all records relating to intangible Collateral are located at the Company’s address listed
in the preamble hereto. The Company shall not remove any such Collateral or records from said locations without five
days’ prior written notice to the Secured Parties.


 


5.Company’s Covenants.
The Company agrees and covenants that:


 


(a)The Collateral will be used solely
for business purposes of the Company and will remain in the possession or under the control of the Company (sale or replacement
in the ordinary course excepted) and will not be used for any unlawful purpose. The Collateral will not be misused, abused, wasted,
or allowed to deteriorate (ordinary wear and tear excepted). The Company will keep the Collateral, as appropriate and applicable,
in good condition and repair (ordinary wear and tear excepted), and will clean, shelter, and otherwise deal with the Collateral
in such ways as are considered good practice by owners of like property.


 


(b)
The Company will execute and promptly file with the appropriate governmental authorities, or deliver to the Secured Parties
for filing, UCC-1 Financing Statements with respect to the Collateral. The Company shall, at no cost to the Secured Parties,
execute, acknowledge and deliver all such other documents and instruments as the Secured Parties reasonably deems necessary
to create, perfect and continue the security interest in the Collateral contemplated hereby. The Company will pay all costs
of title searches and filing of financing statements, assignments or other documents in all public offices reasonably
requested by the Secured Parties, and will not, without the prior written consent of the Secured Parties, which consent will
not be unreasonably withheld, file or authorize or permit to be filed in any public office any financing statement,
assignment or other document naming the Company as debtor and not naming the Secured Parties as the Secured Parties.


 


(c)The Company shall, upon request of
the Secured Parties, deliver to the Secured Parties all other documents, instruments and other items as may be reasonably necessary
for the Secured Parties to perfect its security interest in the Company’s intellectual property, if any.


 


(d)
The Company will use its best reasonable efforts to defend the Collateral against the claims and demands of all other
parties, will keep the Collateral free from all security interests or other encumbrances other than the Permitted Liens
listed on Exhibit A hereto; and will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral
or any interest therein without the prior written consent of the Secured Parties, which consent will not be unreasonably
withheld, except that the Company may sell or lease Inventory in the ordinary course of the Company’s business.


 






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(e)The Company will, at the Secured Parties’
request, mark any and all books and records to indicate the security interest created hereby.


 


(f)
The Company will notify the Secured Parties promptly in writing of any change in the Company’s business address or
chief executive office, any change in the address at which records concerning the Collateral are kept and any change in the
Company’s name, identity, or organizational or other structure.


 


(g)
The Company will prevent the Collateral or any part thereof from being or becoming an accession to other goods not covered by
this Agreement.


 


(h)The Company shall pay all reasonable
expenses, including attorneys’ fees and costs, incurred by the Secured Parties in the preservation, realization, enforcement
or exercise of any of the Secured Parties’ rights under this Agreement.


 


6.Certain Provisions Concerning
Collateral.


 


(a)Upon the occurrence of an Event
of Default (defined below) and the principal sum under the Notes being due and payable by acceleration or otherwise, the Secured
Parties may notify any or all Account Debtors of the security interest created hereby and may also direct such Account Debtors
to make all payments on Collateral to the Secured Parties. In such event, all payments on and from Collateral received by the Secured
Parties directly or from the Company shall be applied to the Obligations in accordance with Section 8 and the Secured Parties
may demand of the Company in writing, before or after notification to Account Debtors and without waiving in any manner the security
interest created hereby, that any payments on and from the Collateral:


 


(i)shall be held by the Company in trust for the
Secured Parties in the same medium in which received;


 


(ii)shall not be commingled with any assets of the
Company; and


 


(iii)shall be delivered to the Secured Parties in
the form received, properly indorsed to permit collection, promptly following their receipt; and


 


the Company shall comply with such demand. The Company shall
also promptly notify the Secured Parties of the return to, or repossession by, the Company of Goods underlying any Collateral,
and the Company shall hold the same in trust for the Secured Parties and shall dispose of the same as the Secured Parties directs.


 






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(b)
The Company hereby assigns, transfers, and conveys to the Secured Parties, effective upon the occurrence of any Event of
Default hereunder, the nonexclusive right and license to use all Intellectual Property owned or used by the Company together
with any goodwill associated therewith, all to the extent necessary to enable the Secured Parties to realize on the
Collateral and any successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to the
benefit of all successors, assigns and transferees of the Secured Parties and its successors, assigns and transferees,
whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or
otherwise.


 


(c)
Until (i) the occurrence of an Event of Default and (ii) the principal sum under the Notes shall become due and payable by
acceleration or otherwise (an “Acceleration”), the Company reserves the right to receive all income from
or interest on the Collateral consisting of Instruments. Upon such an Event of Default, the Company will not demand or
receive any income from or interest on such Collateral other than from Inventory, royalties, licensing fees, milestone
payments, research sponsorship payments, joint ventures or loan proceeds and, if the Company receives any such income or
interest without any demand by it, the same shall be held by the Company in trust for the Secured Parties in the same medium
in which received, shall not be commingled with any assets of the Company and shall be delivered to the Secured Parties in
the form received, properly indorsed to permit collection, promptly following its receipt. The Secured Parties may apply the
net cash receipts from such income or interests to payment of the Obligations; provided that the Secured Parties shall
account for, and pay over to the Company, any such income or interest remaining after payment in full of the Obligations.
Until an Acceleration, notwithstanding any provision of this Agreement to the contrary, the Company may conduct its business
in the ordinary course and may use its cash, cash equivalents, royalties, licensing fees, milestone payments, research
sponsorship payments, interest, dividends, income, proceeds of loans and sales of securities, sales of inventory and joint
venture distributions for general corporate purposes.


 


(d)If an Event of Default has occurred,
the Company authorizes the Secured Parties to:


 


(i)
receive any increase in or profits on the Collateral and hold the same as part of the Collateral;


 


(ii)
receive any payment or distribution on the Collateral upon redemption by, or dissolution and liquidation of, the issuer
thereof;


 


(iii)surrender such Collateral or any
part thereof in exchange for cash or securities of equivalent fair market value; and


 


(iv)
hold the net cash receipts from any such payment or distribution described in clause (ii) above as part of the
Collateral. If the Company receives any such increase, profits, payments, or distributions, the Company will receive and
deliver same promptly to the Secured Parties on the same terms and conditions set forth in Section 6(c) respecting
income or interest, to be held by the Secured Parties as part of the Collateral.


 






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(e)The Company hereby assigns to the Secured
Parties all sums, including return of premiums, which may become payable under any and all of the Company’s policies of insurance
which insure the Collateral, and directs each insurance company issuing any such policy to make payment thereof directly to the
Secured Parties.


 


(f)The Company and the Secured Parties
hereby appoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action that the Collateral
Agent deems reasonably necessary or proper for administration of the Collateral pursuant to Sections 6 and 8 hereof
following the occurrence of an Event of Default and an Acceleration, including but not limited to providing assistance as the Collateral
Agent deems reasonably necessary to the Company and the Secured Parties to sell or otherwise deal with any or all of the Collateral
or Proceeds thereof in a commercially reasonable manner. The Company and the Secured Parties agree that the Collateral Agent may
act as the designee of the Company and/or the Secured Parties, as the Company and/or the Secured Parties may request following
the occurrence of an Event of Default and an Acceleration, with respect to any rights or obligations of the Company and/or the
Secured Parties pursuant to Sections 6 and 8 hereof.


 


7.Events of Default. The occurrence
of any “Event of Default” under the Notes, or any material breach of this Agreement by the Company, shall constitute
an “Event of Default” under this Agreement.


 


8.Remedies on Default. Upon the
occurrence of an Event of Default, the Secured Parties shall have all rights, privileges, powers and remedies provided a secured
party under the UCC and any other applicable law and such additional rights, privileges, powers and remedies as are set forth herein.
Without limiting the foregoing, upon the existence or occurrence of any Acceleration:


 


(a)The Secured Parties may require the
Company to assemble the Collateral and make it available to the Secured Parties at a place or places designated by the Secured
Parties, and the Secured Parties may use and operate the Collateral. At any time following the occurrence of an Acceleration and
during the continuation thereof, the Secured Parties shall have full power, in its own name or that of the Company, to collect,
endorse, compromise, settle, sell or otherwise deal with any or all the Collateral or Proceeds thereof in a commercially reasonable
manner.


 


(b)
The Secured Parties may, in a commercially reasonable manner, sell, lease or otherwise dispose of and deliver any or all
Collateral at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured
Parties deems commercially reasonable. Any requirement of reasonable notice shall be met if such notice is mailed postage
prepaid to the Secured Parties at its address set forth herein at least ten days before the time of sale or other
disposition. The Secured Parties may be the purchaser at any such sale, if it is public, and in such event the Secured
Parties shall have all rights of a good faith, bona fide purchaser for value from a secured party after a default. The
proceeds of any sale may be applied (in whatever order and manner the Secured Parties elects in its sole discretion) to all
costs and expenses of sale, including payment of the Obligations, and any remaining proceeds shall be applied in accordance
with Article 9, Part 5, of the UCC. The Company shall remain liable to the Secured Parties for any deficiency.


 






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(c)
Without in any way requiring notice to be given in the following time and manner, the Company agrees that any notice by the
Secured Parties of sale, disposition or other intended action hereunder or in connection herewith, whether required by the
UCC or otherwise, shall constitute reasonable notice to the Company if such notice is mailed by regular or certified mail,
postage prepaid, at least ten days prior to such action, to the Company’s address specified above or to any other
address which the Company has specified in writing to the Secured Parties as the address to which notices hereunder shall be
given to the Company.


 


(d)
After an Acceleration, the Secured Parties may demand, collect and sue on any of the Accounts and Chattel Paper (in either
the Company’s or the Secured Parties’ name at the latter’s option); may enforce, compromise, settle, or
discharge such Collateral without discharging the Obligations or any part thereof; and may endorse the Company’s name
on any and all checks, commercial paper, and any other Instruments pertaining to or constituting Collateral.


 


(e)The Company will deliver to the Secured
Parties, upon demand, all Documents and Chattel Paper (duly indorsed to the Secured Parties) constituting, representing, or relating
to the Collateral or any part thereof, and any schedules, invoices, shipping documents, delivery receipts, purchase orders, contracts,
or other documents representing or relating to the Collateral or any part thereof.


 


9.Payments After an Event of Default.
All payments received and amounts realized by the Secured Parties pursuant to Section 8, including all such payments and
amounts received after the entire unpaid principal of, and interest on, the Notes has been declared due and payable, as well as
all payments or amounts then held or thereafter received by the Secured Parties as part of the Collateral while an Event of Default
shall be continuing, shall be promptly applied and distributed to the Secured Parties in the following order of priority:


 


(a) first,
to the payment of all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred or
made hereunder by the Secured Parties, including any such costs and expenses of foreclosure or suit, if any, and of any
sale or the exercise of any other remedy under Section 8, and of all taxes, assessments, or liens superior to the lien
granted under this Agreement, except any taxes, assessments, or other superior lien subject to which any said sale under Section
8 may have been made; and


 






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(b)second, to the payment to the
Secured Parties of the amount then owing or unpaid on the Notes, with application on the Notes to be made first to the unpaid
interest thereon (if any), and second, to the unpaid principal thereof, such application to be made upon presentation of
the Notes and the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid
shall be made; and


 


(c) third,
to the payment of the balance or surplus, if any, to the Company, its successors and assigns, or to whomsoever may be
lawfully entitled to receive the same.


 


10.Power of Attorney. The Company
hereby appoints each of the Secured Parties and the Collateral Agent, jointly and severally, the attorney-in-fact of the Company
to (i) prepare, sign and file or record, for the Company, in the Company’s name, any financing statement and to take any
other action reasonably deemed by the Secured Parties necessary or desirable to perfect and continue the security interest of the
Secured Parties hereunder, and to perform any obligations of the Company hereunder, at the Company’s expense, but without
obligation to do so; and (ii) after an Acceleration, to take any and all actions necessary or appropriate to collect, compromise,
settle, sell, or otherwise deal with any or all of the Collateral or proceeds thereof and to obtain, adjust, settle, and cancel
any policies of insurance referred to herein. Such power of attorney is coupled with an interest and is irrevocable so long as
any of the Obligations remains outstanding.


 


11.Secured Parties’ Right to
Cure; Reimbursement. If the Company should fail to do any act as herein provided, the Secured Parties may, but shall have no
obligation to do so, with reasonable notice to the Company, and without releasing the Company from any obligation hereof, make
or do the same in such manner and to such extent as the Secured Parties may deem necessary to protect the Collateral, including
without limitation, the defense of any action purporting to affect the Collateral or the rights or powers of the Secured Parties
hereunder, at the Company’s expense. The Company shall reimburse the Secured Parties for reasonable expenses incurred under
this Section 11.


 


12.Miscellaneous.


 


(a)
This Agreement, together with the covenants and warranties contained in it, shall inure to the benefit of the Secured Parties
and its permitted successors, assigns, heirs and personal representatives, and shall be binding upon the Company, the
Collateral Agent and their respective successors and assigns.


 


(b) All notices and other communications
provided for hereunder shall be in writing and, if to the Company, the Collateral Agent or the Secured Parties, mailed or delivered
to it, addressed to it at the address specified in the preamble hereto, or as to any party hereto at such other address as shall
be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section
12. All such notices and other communications shall, when mailed, be effective when deposited in the mails, addressed as aforesaid.


 






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(c)
This Agreement shall terminate on the satisfaction in full of all the Obligations for the payment of money under the Notes
and, on such termination, the Secured Parties shall take all steps reasonably requested by the Company to release the
security interest granted in the Collateral hereunder; provided, however, that if after receipt of any payment
of any payment of all or any part of the Obligations, the Secured Parties are for any reason compelled to surrender such
payment to any person or entity, because such payment is determined to be void or voidable as a preference, an impermissible
setoff, or a diversion of trust funds or for any other reason relating to the Company’s status, this Agreement shall
continue in full force notwithstanding any contrary action which may have been taken by the Secured Parties in reliance upon
such payment, and any such contrary action so taken shall be without prejudice to the Secured Parties’ rights under
this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.


 


(d)
If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.


 


(e)
The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.


 


(f)
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(g)
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to principles of conflicts of laws. Unless otherwise defined herein, terms defined in Articles 8 and 9 of the UCC are used
herein as therein defined. Any action, suit, or proceeding arising out of, based on, or in connection with this Agreement or
the transactions contemplated hereby may be brought in the United States District Court for the Southern District of New York
and each party covenants and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or
proceeding, any claim that it or he is not subject personally to the jurisdiction of such court, that its or his property is
exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that
the venue of the action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.


 






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(h)
No course of dealing and no delay or omission on the part of the Secured Parties in exercising any right or remedy shall
operate as a waiver thereof or otherwise prejudice the Secured Parties’ rights, powers, or remedies. No right, power or
remedy conferred by this Agreement upon the Secured Parties shall be exclusive of any other right, power or remedy referred
to herein or now or hereafter available at law, in equity, by statute or otherwise, and all such remedies may be exercised
singly or concurrently.


 


(i)This Agreement, together with the Notes
and that certain Subscription Agreement relating to the issuance of shares of common stock of Premier Beverage Group Corp., the
parent corporation of the Company, sets forth the entire understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements among them concerning such subject matter and may be modified only by a written instrument duly
executed by the party intended to be bound thereby.


 


(j)
In the absence of willful misconduct taken or omitted in bad faith, gross negligence, or other action which, by clear and
convincing evidence, greatly departs from commercially reasonable conduct, the Secured Parties shall not be liable to the
Company or any other person for any act or omission, any mistake of fact or any error of judgment in exercising any right or
remedy granted herein.


 


 


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IN WITNESS WHEREOF, the parties have
executed this Security Agreement on the date set forth above.


 


OSO
BEVERAGES CORP.


 


 


 


By: ______________________________


Name: Fouad Kallamni


Title: President


 


SECURED
PARTIES


 


 


 


_______________________________


[                                    ]


 


 


[                                    ]


 


 


_______________________________


[                                    ]


 





CORE
EQUITY GROUP LLC


 


 


 


By: ______________________________


Name: Jon Buttles


Title: President


 






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Exhibit A


Permitted Liens


 


[                                        ]
blanket liens on Premier Beverage Group Corp. filed on February 29, 2012 (as successor in interest to [                                         
] and on June 6, 2013.


 



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