Exhibit 10.1 EXCHANGE AGREEMENT ------------------ This EXCHANGE AGREEMENT made and entered into this 5th day of September 2004, by and between the stockholders (hereinafter Stockholders) of FIT FOR BUSINESS AUSTRALIA PTY LTD, an Australian...Exchange Agreement • March 7th, 2005 • Fit for Business International Inc • Nevada
Exhibit 10.2 STOCK OPTION AGREEMENT ---------------------- AGREEMENT, dated as of July 25, 2004 by and between Patient Data Corporation, a Nevada Company with its principal place of business at 1026 W El Notre Pkwy, Suite 191, Escondido, CA 92026 (the...Stock Option Agreement • March 7th, 2005 • Fit for Business International Inc • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2010 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1st, 2010 , by and between MARNAI BRANDS, INC., a Nevada corporation, (the “Company”), and BODIE INVESTMENT GROUP, INC, a Michigan company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement”).
MARANI BRANDS, INC. (Incorporated under the laws of the State of Nevada) REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK Warrant Price: $0.10 per share, subject to adjustment as provided below.Marani Brands, Inc. • April 14th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS IS TO CERTIFY that, for value received, _____________________ and its assigns (collectively, the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to __________ shares of the common stock, par value $0.001 per share ("Common Stock"), of MARANI BRANDS, INC., a Nevada corporation (the "Company"), and to receive certificate(s) for the Common Stock so purchased. 1. Exercise Period and Vesting. The exercise period is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., Pacific Standard Time, on April 7, 2013 (the "Exercise Period"). This Warrant is vested in full as of the Issuance Date and is immediately exercisable by Holder. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the foregoing, in no event shall Holder be entitled to exercise any portion of the Warrant to the extent that, after such exercise, the sum of
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGEStock Purchase Agreement and Share Exchange • March 28th, 2007 • Fit for Business International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 18th, 2010 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Michigan
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 1st __, 2010 by and between MARANI BRANDS, INC., a Nevada corporation (the “Company”), and BODIE INVESTMENT GROUP INC, a Michigan corporation (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2009 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This CONSULTING AGREEMENT dated as of June 10, 2009 (this “Agreement”), by and between Marani Brands, Inc. a Nevada corporation (the “Company”), and Vahe Shahinian, an individual residing in Los Angeles County, (the “Consultant”).
ARTICLE II REPRESENTATIONS AND WARRANTIESAgreement for the Purchase of Stock • January 23rd, 2008 • Fit for Business International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2008 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 1, 2008 (this "Agreement"), by and between MARANI BRANDS, INC., a Nevada corporation (the "Company"), and MARGRIT EYRAUD (the "Executive"). WHEREAS, the Executive has been employed by a Subsidiary of the Company as such Subsidiary's Chief Executive Officer, and the Company desires to retain and continue the valuable employment services of the Executive but now as the Chairman, President and Chief Executive Officer of the Company, which are critical to the Company's ability to meet and implement its business strategy, on the terms, provisions and conditions set forth herein; and WHEREAS the Executive desires to serve the Company, as the Chairman, President and Chief Executive Officer of the Company of, on the terms, provisions and conditions set forth herein. NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, and another good and valuable consideration, the receipt an
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2009 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Indemnification Agreement (this “Agreement”) is dated as August 1, 2009 between MARANI BRANDS INC., A NAVADA Corporation (the “Company”), and Margrit Eyraud (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2010 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
EMPLOYMENT AGREEMENT dated as of August 1, 2009 (this “Agreement”), by and between MARANI BRANDS, INC., a Nevada corporation (the “Company”), and MARGRIT EYRAUD (the “Executive”).
andPersonal and Directors • August 1st, 2005 • Fit for Business International Inc • Services-health services
Distribution AgreementDistribution Agreement • November 3rd, 2009 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to that certain Exclusive Distribution Agreement made and effective on November 27, 2002 ( the "Agreement"), by and between Margrit Enterprises International, Inc. ( the " Distributor"), and Eraskh Winery Ltd. ( the "Manufacturer")..
SUBSIDIARY ACQUISITION OPTION AGREEMENTSubsidiary Acquisition Option Agreement • February 15th, 2008 • Fit for Business International Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
This SUBSIDIARY ACQUISITION OPTION AGREEMENT (the "Agreement") is dated as of February 11, 2008 (the "Effective Date"), by and between Fit for Business International, Inc., a Nevada corporation ("FFB" or the "Company"), on the one hand, and Mark Poulsen, an individual ("Poulsen"), on the other hand. Each of the Company and Poulsen shall be referred to herein as a "Party" and collectively as the "Parties."
Form of Amendment to Distribution Agreement Margrit Enterprises Int'l, Inc -DBA Marani Spirits 13152 Raymer Street, Suite 1A, North Hollywood, CA 91605 Phone: (818) 503-5200 -Fax: (818) 503-4478 E-mail margrite@maranispirit.comDistribution Agreement • November 3rd, 2009 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to that certain Exclusive Distribution Agreement made and effective on November 27, 2002 (the "Agreement"), by and between Margrit Enterprises International, Inc. (the" Distributor"), and Eraskh VVinery Ltd. ( the "Manufacturer").. The Distributor and the Manufacturer desire to amend the Agreement as provided for in this letter amendment ( this "Amendment"). Capitalized terms used herein which are not defined in this Amendment shall have the same meanings as are ascribed to such terms in the Agreement.
Fit For Business (Australia) Pty Ltd ("the Company") ABN 96 085 568 672Fit for Business International Inc • May 4th, 2005 • Services-health services
andFit for Business International Inc • March 7th, 2005
Form of Credit Agreement – Citibank, N.A. Credit Approval LetterMarani Brands, Inc. • November 3rd, 2009 • Wholesale-drugs, proprietaries & druggists' sundries
Citibank, N.A. ("Citibank" or "Bank") is pleased to offer a relationship ready line of credit ("RRC") on the terms and conditions outlined below and as set forth in the Credit Terms and Conditions Disclosure Booklet provided to you (the "Disclosure Booklet"). Terms not defined herein shall have the meanings given to them in the Disclosure Booklet.
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2009 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This CONSULTING AGREEMENT dated as of March 1, 2008 (this "Agreement"), by and between Margrit Enterprises International, Inc. a California corporation d/b/a "Marani® Spirits" (the "Company"), and Thomas Collins, (the "Consultant").
Exhibit 99.2 FIT FOR BUSINESS INTERNATIONAL, INC. MUTUAL RESCISSION AGREEMENT EMPLOYMENT AGREEMENT DATED NOVEMBER 29, 2004 WITH MARK POULSEN AS CHIEF EXECUTIVE OFFICER This Agreement of mutual rescission of a contract made and entered into this 6th...Fit for Business International Inc • June 6th, 2007 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Letter of Intent Eraskh Winery Ltd.Marani Brands, Inc. • November 3rd, 2009 • Wholesale-drugs, proprietaries & druggists' sundries
This letter of intent (this "LOP), shall set forth the preliminary understanding and agreement between Margrit Enterprises International, Inc (the "Purchaser") and Mr. Tevonyan (the "Seller"), with respect to an acquisition transaction (the "Transaction"), pursuant to which the Purchaser will acquire not less than 52% of the outstanding equity, on a fully diluted basis, of Eraskh Winery, Ltd., an Armenian corporation (the "Company"). That understanding and agreement between the Purchaser and the Seller is as follows:
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2008 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Consulting Agreement (this "Agreement") is entered into as of November 1, 2007, by and between Marani Holdings, an Armenian corporation (the "Company"), and Purell Partners, LLC, a Nevada limited liability company ("Consultant"). WHEREAS, the Company desires to acquire or merge with other businesses, dispose of businesses or assets, enter into strategic relationships, and/or enter into investment banking relationships, and to secure valuable management consulting to assist the Company in its operations, strategy and in its negotiations with vendors, customers and strategic partners (the "Company Objectives"); WHEREAS, the Company recognizes that the Consultant can assist the Company in achieving and implementing the Company Objectives, WHEREAS, the Company believes it to be important both to the future prosperity of the Company Objectives and to the Company's general interest to retain Consultant, on a non-exclusive basis, and have Consultant available to the Compa
AGREEMENT AND PLAN OF MERGERLock-Up Agreement • April 10th, 2008 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
upon such exercise). For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") "), and Rule 13d-3 promulgated thereunder. This provision shall not apply to unless and until the Company is subject to the reporting requirements of the 1934 Act. 2. Exercise of Warrant; Cashless Exercise. This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price ($0.10 per share) (the "Warrant Price"), either (a) in cash, by wire transfer or by certified check or bank cashier's check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with a current market price equal to the Warrant Price (a "Cashless Exerci
AGREEMENT AND PLAN OF MERGER by and between MARANI BRANDS, INC. a Nevada corporation, and FFBI MERGER SUB CORP. a California corporation, on the one hand and MARGRIT ENTERPRISES INTERNATIONAL, INC. a California corporation, on the other hand AGREEMENT...Agreement and Plan of Merger • August 31st, 2010 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of April 4, 2008 (the "Effective Date"), by and among Marani Brands, Inc. (f/k/a Fit For Business International, Inc.), a Nevada corporation ("Marani"), and FFBI Merger Sub Corp., a corporation newly formed under the laws of the State of California and a wholly owned subsidiary of Marani (the "Merger Sub"), on the one hand, and Margrit Enterprises International, Inc., a California corporation ("MEI"), on the other hand. Each of Marani, Merger Sub, and MEI shall be referred to herein as a "Party" and collectively as the "Parties."
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • February 18th, 2010 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 1,, 2010 by and among Marani Brands, Inc., a Nevada corporation (the “Company”), and the subscriber identified on the signature page hereto (each a “Subscriber” and collectively the “Subscriber”).
Exhibit 10.8 Insource Pty. Ltd. Service Agreement ABN 21 107 588 563 THIS AGREEMENT is made on the date set out In the Schedule 1 In the place set out in Schedule 2 BETWEEN Insource Pty Ltd (herein after called "Insource") of the one part AND the...Fit for Business International Inc • March 7th, 2005 • New South Wales
TRANSITION AGREEMENT AND MUTUAL GENERAL RELEASETransition Agreement • August 31st, 2010 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Transition Agreement and Mutual General Release (“Agreement”) is entered into by and among. Marani Brands, Inc. (the “Company”), Ara Zartarian (“Ara” and Ani Kevorkian (“Ani”) (collectively, the “Company Parties”), on the one hand, and Margit Eyraud (“Margrit”), on the other hand The Company Parties and Margrit (collectively, the “Pat-ties”) agree as follows:
Margrit Eyraud – Debt Exchange AgreementMargrit Eyraud • July 10th, 2009 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Debt Exchange Agreement (“Agreement”) is entered into this June 26, 2009, by and among Marani Brands, Inc.( the “Company”), and Margrit Eyraud (“Margrit”), on the other hand (the Company and Margrit collectively, the “Parties”).
MUTUAL RELEASEMutual Release • June 6th, 2007 • Fit for Business International Inc • Wholesale-drugs, proprietaries & druggists' sundries
