REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 7, 2008, by and among Total Luxury Group, Inc., an Indiana corporation (the "Company"), and the purchaser listed on Schedule I...Registration Rights Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of March 7, 2008, is executed by and between Total Luxury Group, Inc., a Indiana corporation (the "Pledgor" or the "Company"), and Accelerant Partners LLC, a Delaware limited...Pledge Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
STOCK PURCHASE AGREEMENT Dated as of March 7, 2008Stock Purchase Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
OFWarrant Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
TOTAL LUXURY GROUP, INC. SERVICES AGREEMENT This Services Agreement (the "Agreement") is entered into on the 7th day of March, 2008, by and between Donald Jones ("DJ"); Total Luxury Group, Inc. a corporation organized and existing under the laws of...Services Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks
RecitalsSecurity Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
STOCK PURCHASE AGREEMENT Dated as of March 7, 2008Stock Purchase Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
a) Kit shall have no more than 7.2 million common share issued and ----------- outstanding and no options, warrants or other securities outstanding or other than as described in its financial statements dated in November of 1997 and/or pursuant to...Merger Agreement • December 14th, 1999 • Total Entertainment Inc • Delaware
LEASE INDEXLease • December 14th, 1999 • Total Entertainment Inc • Quebec
OFWarrant Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
Exhibit 10.11 PURCHASE AGREEMENT ------------------ THIS PURCHASE AGREEMENT is made and entered into on this the 1st day of March, 2000, by and between INTERCAPITAL GLOBAL FUND, LTD., an Antigua and Barbados corporation, having its principal place of...Purchase Agreement • March 30th, 2000 • Total Entertainment Inc • Blank checks • Ontario
March 7, 2008 Total Luxury Group, Inc. 11900 Biscayne Blvd Suite #620 Miami, Florida 33181 Attn: CFO Re: Consulting Agreement Between Southridge Investment Group and Total Luxury Group, Inc. Gentlemen: Southridge Investment Group LLC ("Southridge") is...Consulting Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks
March 7, 2008 Attention: Stephen M. Hicks Accelerant Partners LLC Executive Pavilion 90 Grove Street Ridgefield, CT 06877 Dear Mr. Hicks: Reference is made to: (i) that certain Stock Purchase Agreement (the "Purchase Agreement") dated as of March 7,...Stock Purchase Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks
Reference is made to: (i) that certain Stock Purchase Agreement (the "Purchase Agreement") dated as of March 7, 2008, between Total Luxury Group Inc. ("Total Luxury") and Accelerant Partners LLC ("Accelerant"), pursuant to which Total Luxury agreed to purchase and Accelerant agreed to sell 38,000,000 shares of common stock of Petals Decorative Accents, Inc. ("Petals"), (ii) that certain Pledge Agreement (the "Pledge Agreement") dated as of March 7, 2008 entered into between Total Luxury and Accelerant in connection with the Purchase Agreement, and (iii) the certain other agreements related to the transactions contemplated by the Purchase Agreement and the Pledge Agreement (the "Related Agreements"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Pledge Agreement, as applicable.
Agreement ---------Intercreditor Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE...Convertible Note • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
EXHIBIT 6.8 REVOLVING CREDIT NOTE ---------------------Revolving Credit Note • December 14th, 1999 • Total Entertainment Inc • New York
EXHIBIT 6.2 Atlantic International Entertainment, Ltd. SALES AGREEMENT This License Agreement ("Agreement") is made this 9th day of April, 1999, between Atlantic International Entertainment, Ltd., a Florida corporation, whose registered office address...Sales Agreement • December 14th, 1999 • Total Entertainment Inc • Florida
EXHIBIT 6.3 AMENDED AND RESTATED PURCHASE AGREEMENT This Amended and Restated Purchase Agreement ("Agreement") is entered into as of May 5, 1999 by and between Intercapital Global Fund, Ltd., a corporation organized under the laws of Antigua and...Purchase Agreement • December 14th, 1999 • Total Entertainment Inc • New York
AGREEMENT ---------Advertising Agreement • November 14th, 2000 • Total Entertainment Inc • Blank checks • Florida
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE...Senior Secured Note • March 13th, 2008 • Total Luxury Group Inc • Blank checks • New York
EXHIBIT 6.4 AGREEMENT dated this 18 day of Aug 1998 BY AND BETWEEN: MPACT IMMEDIA TRANSACTION SERVICES LTD., a legal person having a place of business at Clarendon House, Church Street, Hamilton, Bermuda, herein represented by Mr. Joel Leonoff, duly...Processing Services Agreement • December 14th, 1999 • Total Entertainment Inc
Summerhill Gaming Limited Devonshire House Queen Street Nassau, The BahamasDebt to Equity Conversion Agreement • March 30th, 2000 • Total Entertainment Inc • Blank checks
LEASE This Lease is made on July 30, 1999 BETWEEN the Tenant(s) Intercapital Global Fund, Ltd. whose address is One High Street, St. Johns, Antigua referred to as the "Tenant" AND the Landlord Devonshire House, Ltd. referred to as the "Landlord" whose...Lease Agreement • December 14th, 1999 • Total Entertainment Inc
BACKGROUNDInformation Provider Services Agreement • March 30th, 2000 • Total Entertainment Inc • Blank checks
BACKGROUND:Marketing and License Agreement • March 30th, 2000 • Total Entertainment Inc • Blank checks • Florida
Exhibit 10.1 MUTUAL RESCISSION AND RELEASE AGREEMENT This Mutual Rescission and Release Agreement (this "Agreement") is made as of July 1, 2008, by and among Total Luxury Group, Inc., an Indiana corporation ("TLG"), Accelerant Partners LLC, a Delaware...Mutual Rescission and Release Agreement • July 8th, 2008 • Total Luxury Group Inc • Blank checks • New York
