EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of the 9th day of November, 2004 (the "EFFECTIVE DATE") between Tag-It Pacific, Inc., a Delaware corporation (the "COMPANY"),...Registration Rights Agreement • December 9th, 2004 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • Delaware
PLEDGE AGREEMENTPledge Agreement • October 15th, 2001 • Tag It Pacific Inc • Commercial printing
FORM OF WARRANT TO PURCHASE COMMON STOCK OF TAG-IT PACIFIC, INC.Warrant Agreement • January 23rd, 2002 • Tag It Pacific Inc • Commercial printing • California
RECITALSStockholders Agreement • January 7th, 2002 • Tag It Pacific Inc • Commercial printing • California
RIGHTS AGREEMENT THIS RIGHTS AGREEMENT, dated as of November 4, 1998, is made by and between Tag-It Pacific, Inc., a Delaware corporation (the "Company"), and American Stock Transfer and Trust Company as Rights Agent (the "Rights Agent"). W I T N E S...Rights Agreement • November 4th, 1998 • Tag It Pacific Inc • Commercial printing • Delaware
Talon International, Inc. (f/k/a Tag-It Pacific, Inc.) 21900 Burbank Blvd., Suite 270 Woodland Hills, CA 91367 Attention: Mr. Lonnie D. Schnell, CEO Re: Amendment No. 4 to Loan Agreement Dear Sirs:Loan Agreement • May 15th, 2009 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • New York
Reference is made to the Revolving Credit and Term Loan Agreement dated as of June 27, 2007, as amended by Amendment No. 1 dated July 30, 2007, Amendment No. 2 dated November 19, 2007 and Amendment No. 3 dated March 31, 2008 (collectively, the “Loan Agreement”), by and between Bluefin Capital, LLC (the “Bluefin”) and Talon International, Inc. (f/k/a Tag-It Pacific, Inc.) (the “Borrower”). The Loan Agreement and all of the Loan Documents have been assigned to and are held by CVC California, LLC (the “Lender”), which is an entity under common control with Bluefin. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "AGREEMENT") is made and entered into as of this 18th day of June, 2008 (the "EFFECTIVE DATE"), by and between TALON INTERNATIONAL, INC., a Delaware corporation (the...Executive Employment Agreement • June 24th, 2008 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • California
EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (this "AGREEMENT") is made and entered as of the "Effective Date" set forth below, by and between Tag-It Pacific, Inc., a Delaware corporation (the "COMPANY"), and the "Consultant" set forth...Consulting Agreement • January 4th, 2007 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • California
EXHIBIT 99.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of this ___ day of December 2003, by and between TAG-IT PACIFIC, INC., a Delaware corporation (the "Company"), and the investor identified on the signature...Subscription Agreement • December 22nd, 2003 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • Delaware
RECITALS A. Debtor has executed and delivered to Secured Party that certain note (the "Note") captioned "Senior Subordinated Secured Note" dated as of the date hereof, in the original principal amount of $220,000.Security Agreement • January 6th, 1998 • Tag It Pacific Inc • Commercial printing • California
CONFORMED COPY] LOAN AND SECURITY AGREEMENT PREAMBLE. THIS LOAN AND SECURITY AGREEMENT (as it may be amended or modified from time to time, and together with all riders, schedules and exhibits attached hereto, or incorporated by reference herein, this...Loan and Security Agreement • June 19th, 2001 • Tag It Pacific Inc • Commercial printing • New York
November 19, 2007 Talon International, Inc. (f/k/a Tag-It Pacific, Inc.) 21900 Burbank Blvd., Suite 270 Woodland Hills, CA 91367 Attention: Mr. Lonnie D. Schnell, CFO Re: AMENDMENT NO. 2 TO LOAN AGREEMENT Dear Sirs: Reference is made to the Revolving...Loan Agreement • November 26th, 2007 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • New York
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of May 23, 2003, by and among Tag-It Pacific, Inc., a Delaware corporation (the "COMPANY"), and the investors signatory hereto...Registration Rights Agreement • June 4th, 2003 • Tag It Pacific Inc • Commercial printing • New York
This Exchange Agreement (the "Agreement") is made and entered into this 17th day of October, 1997, by and among Tag-It Pacific L.L.C., a Delaware limited liability company (the "Company"), Tag-It, Inc., a California corporation ("Tag-It"), Tag-It...Exchange Agreement • October 21st, 1997 • Tag It Pacific Inc • California
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of the 18th day of December, 2003 (the "EFFECTIVE DATE") between Tag-It Pacific, Inc., a Delaware corporation (the "COMPANY"),...Registration Rights Agreement • December 22nd, 2003 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 99.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of May 23, 2003, among Tag-It Pacific, Inc., a Delaware corporation (the "COMPANY"), and the purchasers identified on the signature pages...Securities Purchase Agreement • June 4th, 2003 • Tag It Pacific Inc • Commercial printing • New York
RECITALS:Supply Agreement • October 15th, 2001 • Tag It Pacific Inc • Commercial printing • Delaware
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "AGREEMENT") is made and entered into as of this 16th day of March, 2006 (the "EFFECTIVE DATE"), by and between TAG-IT PACIFIC, INC., a Delaware corporation (the...Executive Employment Agreement • May 22nd, 2006 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • California
TAG IT PACIFIC, INC. LOCK-UP LETTER November 7, 1997Lock-Up Agreement • November 26th, 1997 • Tag It Pacific Inc • Commercial printing
The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (the "Underwriters") of shares (the "Shares") of Common Stock, $0.001 par value per share (the "Common Stock"), of Tag It Pacific, Inc., a Delaware corporation (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Public Offering").
RECITALSAsset Purchase Agreement • January 7th, 2002 • Tag It Pacific Inc • Commercial printing • California
ARTICLE IGuaranty Agreement • August 14th, 2007 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • New York
ARTICLE IWarrant Agreement • December 9th, 2004 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.34 CONSULTING AGREEMENT This Consulting Agreement (this "AGREEMENT") is made and entered as of the "Effective Date" set forth below, by and between Tag-It Pacific, Inc., a Delaware corporation (the "COMPANY"), and the "Consultant" set forth...Consulting Agreement • May 15th, 2007 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • California
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of November 9, 2004, by and between TAG-IT PACIFIC, INC., a Delaware corporation (the "Company"), and the investor identified on the signature page to this...Subscription Agreement • December 9th, 2004 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • Delaware
SECTION 1 DEFINITIONSCredit Agreement • April 4th, 2001 • Tag It Pacific Inc • Commercial printing • California
EXHIBIT 10.39 WARRANT AGREEMENT This WARRANT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of June, 1994, by and between Tag-It, Inc., a California corporation (the "Company"), and Jonathan Markiles ("Holder"). In...Warrant Agreement • October 21st, 1997 • Tag It Pacific Inc • California
EXHIBIT 10.6 PLACEMENT AGENT AGREEMENT November 9, 2004 Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Dear Sirs: 1. INTRODUCTORY. Tag-It Pacific, Inc., a Delaware corporation (the "Company"), proposes to sell (i) up to...Placement Agent Agreement • December 9th, 2004 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.21.3 March 31, 2008 Talon International, Inc. (f/k/a Tag-It Pacific, Inc.) 21900 Burbank Blvd., Suite 270 Woodland Hills, CA 91367 Attention: Mr. Lonnie D. Schnell, CEO Re: AMENDMENT NO. 3 TO LOAN AGREEMENT Dear Sirs: Reference is made to...Loan Agreement • April 22nd, 2008 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • New York
EXHIBIT 10.4 TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT (this "SECURITY AGREEMENT"), dated as of November 9, 2004, by and between TAG-IT PACIFIC, INC., a Delaware corporation ("DEBTOR"), in favor of the Secured Parties identified on the...Trademark Security Agreement • December 9th, 2004 • Tag It Pacific Inc • Wholesale-apparel, piece goods & notions • California
RECITALSEscrow Agreement • January 7th, 2002 • Tag It Pacific Inc • Commercial printing • California
TAG-IT PRINTING & PACKAGING LIMITED TENANCY AGREEMENTTenancy Agreement • October 21st, 1997 • Tag It Pacific Inc • Hong Kong
ARTICLE I DEFINITIONSTax Indemnification Agreement • October 21st, 1997 • Tag It Pacific Inc • California
July 30, 2007 Talon International (f/k/a Tag-It Pacific, Inc.) 21900 Burbank Blvd., Suite 270 Woodland Hills, CA 91367 Attention: Lonnie D. Schnell, CFO Re: AMENDMENT NO. 1 TO LOAN AGREEMENT Dear Sirs: Reference is made to the Revolving Credit and...Loan Agreement • April 15th, 2008 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • New York
Exhibit 99.4 October 14, 1998 Gerard Guez Dear Gerard: This letter sets forth the agreement between you and the Dyne Shareholders (Harold Dyne, Colin Dyne, Mark Dyne, Larry Dyne and Jonathan Burstein) regarding the shares of Tag-It Pacific, Inc. (the...Right of First Refusal Agreement • October 29th, 1998 • Tag It Pacific Inc • Commercial printing
This letter sets forth the agreement between you and the Dyne Shareholders (Harold Dyne, Colin Dyne, Mark Dyne, Larry Dyne and Jonathan Burstein) regarding the shares of Tag-It Pacific, Inc. (the "Company") common stock held by the Dyne Shareholders and the Investor (as that term is defined in the letter agreement (the "Letter Agreement") entered into concurrently between the Investor and Tag-It).
ARTICLE ICollateral Agreement • August 14th, 2007 • Talon International, Inc. • Wholesale-apparel, piece goods & notions • New York
