Keith Lawes

St. Petersburg, FL (USA)
Role(s):
Founder/Owner/Principal

GLOBAL WINE & SPIRITS

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Location: St. Petersburg
Industry: Retail/Clothing
Year Founded: 2006
Number Employees: 1-10 people
Description: By way of introduction, my name is Keith Lawes, (URL removed) and I am the Chairman & CEO of American Liquor Alliance, LLC. Our company (URL removed) is on the verge of becoming the national leader in the wine and spirits industry and I feel we may have an opportunity to discuss. Single Store Investment Summary of Principal Terms Investor Contribution: $5 million Deal: • Investor and American Liquor Alliance, LLC are to establish a joint venture for the purpose of building and operating a single 35,000 square foot Global Wine & Spirits store. • ALA will form a single purpose limited liability company (Global Wine & Spirits Partners I, LLC) to hold the assets of and to serve as the operating company for the JV store (the “JV”). • Global Wine & Spirits of Florida, LLC (Global), a wholly-owned subsidiary of ALA is to be the Managing Member and Investor shall be a non-managing Member. • As the Managing Member, Global will provide and or manage 100% of the resources and support necessary to operate the store (i.e. People, accounting and financial management, compliance, payroll processing, benefits, human resources, purchasing, products and supply chain management, information technology, marketing, training, and customer relationship management, among other items). • Global will also have the right to secure a credit line for the JV Company not to exceed $1 million on reasonable terms, all on a best efforts basis. • Investor is to receive 50% ownership in the JV Company and ALA a 50% ownership for the duration of the stores existence. • In the event of a liquidation or winding up of the JV Company, the investor will receive a “preferred security position” on the proceeds received, if any. In this event, the Investor will be paid such portion of any Liquidation Proceeds until the Investor receives a return of 100% of any remaining balance in their capital account. Thereafter, Liquidation Proceeds are apportioned according to respective Member Ownership. Management: • Investor, together with Managing Member approves the initial distribution of funds, the construction and operational budget. • At Closing, ALA and Investor will enter into a Joint Venture Agreement further defining the member’s rights and duties under the JV. In the Agreement, ALA’s subsidiary, Global Wine & Spirits of Florida, LLC will have certain rights and authorities deemed necessary to manage the JV affairs in the ordinary course of business. • The JV Company will, to the fullest extent permitted by law, defend, indemnify, and hold harmless the JV Partners. The JV Company will purchase and maintain liability and director’s and officer’s insurance coverage in support of this indemnity provision. Transfer Provisions: • Investor may transfer all, but not less than all, of its Member Ownership subject to JV approval. • Right of First Refusal- upon notice of Investor’s bona-fide offer for sale/transfer to Third Party, Global shall have the option to purchase said Interest on the same terms and conditions. Information Rights: • So long as the JV Company continues to operate, as manager, Global will deliver JV Partners: Monthly and quarterly unaudited statements as well as annual audited financial statements within one hundred twenty (120) days following each fiscal year end. Miscellaneous: • Investor shall agree to a non-competition clause for a period of three (3) years covering the Wine & Spirits Retail Industry, in the state of Florida. • Call Option- In the event of (i) an assignment of a chain-wide assignment or sale of the majority of ALA’s stores in Florida, or (ii) in the event of a public or private offering, sale or placement of equity or debt securities of ALA: ALA shall have the option to purchase Investor’s Member Interest at Fair Market Value at a value determined by an accredited valuation expert (or if Investor disagrees with said Valuation by a panel of three such experts). Said call option is subject to the Valuation being equal to or exceeding the amount Investor Contribution. • ALA shall retain ownership of its intellectual property including, but not limited to, trade name, trade secrets, know how, proprietary brands and technology, internet domain names, etc. This Single Store Investment Summary of Principal Terms is strictly intended as a memorandum for the parties and it is understood and agreed that neither party is under a binding obligation to the other until a Joint Venture Agreement, acceptable by both parties, has been prepared and fully executed.