COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.Security Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 3, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boldface Group, Inc., a Nevada corporation (the “Company”), up to 1,434,286 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2014, between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
THIS DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN A SUBORDINATION AGREEMENT DATED AS OF MARCH 27, 2014, BY AND AMONG HILLAIR CAPITAL INVESTMENTS L.P., BOLDFACE GROUP, INC. AND STAR FUNDING, INC., AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY SAID SUBORDINATION AGREEMENT.
COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.Securities Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 31, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boldface Group, Inc., a Nevada corporation (the “Company”), up to 34,482,759 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of July 3, 2014 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Boldface Group, Inc., a Nevada corporation (the “Company”), and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2013 • Boldface Group, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 8, 2013, and effective as of December 21, 2012 between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This SPLIT-OFF AGREEMENT, dated as of July 12, 2012 (this “Agreement”), is entered into by and among BOLDFACE Group, Inc., a Nevada corporation (“Seller”), BOLDFACE Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Noah Levinson (“Buyer”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG BOLDFACE GROUP, INC., a Nevada corporation BOLDFACE ACQUISITION CORP., a Nevada corporation AND BOLDFACE LICENSING + BRANDING, a Nevada corporation July 12, 2012Merger Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2012, by and among BOLDFACE Group, Inc. (f/k/a Max Cash Media, Inc.), a Nevada corporation (the “Parent”), BOLDFACE Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Parent (the “Acquisition Subsidiary”), and BOLDFACE Licensing + Branding, a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
THIS DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN A SUBORDINATION AGREEMENT DATED AS OF MARCH 27, 2014, BY AND AMONG HILLAIR CAPITAL INVESTMENTS L.P., BOLDFACE GROUP, INC. AND STAR FUNDING, INC., AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY SAID SUBORDINATION AGREEMENT.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 28th, 2012 • Boldface Group, Inc. • Services-business services, nec • Delaware
Subscription Escrow Agreement (this “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the corporation identified on Schedule 1 (as applicable) (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
NEWCO PLEDGE AGREEMENTPledge Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of May 16, 2012, is made by Max Cash Media, Inc., a Nevada corporation (the “Company”), each person and entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and each additional person, if any, who becomes a Pledgor pursuant to the requirements of Section 3.18 of the Bridge Loan Agreement (defined below) (the “Additional Pledgors”), in favor of Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2012 • Max Cash Media Inc • Services-business services, nec • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a maximum of $60,000 principal amount of 10% eighteen (18) month convertible promissory notes (the “Notes”) of Max Cash Media, Inc., a Nevada corporation (the “Company”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of July 12, 2012, and is entered into by and among BOLDFACE Group, Inc. (formerly known as Max Cash Media, Inc.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
GUARANTYGuaranty • April 12th, 2013 • Boldface Group, Inc. • Services-business services, nec • New York
This Guaranty (the “Guaranty”) is made this 8th day of April, 2013, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of the secured parties listed on the signature pages hereof (together with its successors, assigns, endorsees and transferees).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2011 • Max Cash Media Inc • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of August 4, 2011, and is entered into by and among Max Cash Media, Inc., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
COMPANY SECURITY AGREEMENTSecurity Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 16th day of May, 2012, by and among Max Cash Media, Inc., a Nevada corporation (the “Company”), BOLDFACE Licensing + Branding, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • April 12th, 2013 • Boldface Group, Inc. • Services-business services, nec • New York
This SECURITY AGREEMENT (“Agreement”) is made and entered into as of April 8, 2013, by and among BOLDFACE Group, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), the secured parties listed on the signature pages hereof and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Holders (as defined below).
NEWCO SECURITY AGREEMENTSecurity Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 16th day of May, 2012 by and among BOLDFACE Licensing + Branding, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this 16th day of May, 2012, by and between BOLDFACE Licensing + Branding, a Nevada corporation (“Borrower”), and Max Cash Media, Inc., a Nevada corporation (“Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2012, between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the Omnibus Signature Pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUPPLY AGREEMENTSupply Agreement • November 28th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
SUPPLY AGREEMENT (this “Agreement”) dated as of October 17, 2012 by and between [NAME OF BOLDFACE ENTITY] a Nevada corporation (“Client”) and STAR FUNDING, INC., a New York corporation (“Supplier”)
FACTORING AGREEMENT STAR FUNDING, INC. NEW YORK, NY 10018Factoring Agreement • November 28th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THE FOLLOWING IS THE AGREEMENT UNDER WHICH WE ARE TO ACT AS YOUR FACTOR WITH RESPECT TO ALL ACCOUNTS RECEIVABLE FROM YOUR PRESENT AND FUTURE CUSTOMERS ARISING FROM THE SALE AND DELIVERY OF MERCHANDISE OR THE RENDITION OF SERVICES BY YOUR COMPANY.
LOCK-UP AGREEMENTLock-Up Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of July 12, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and BOLDFACE Group, Inc., a Nevada corporation formerly known as Max Cash Media (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
Exhibit “A” to the Bridge Loan AgreementBridge Loan Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
FOR VALUE RECEIVED, BOLDFACE LICENSING + BRANDING, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of MAX CASH MEDIA, INC., a Nevada corporation (hereinafter called the “Lender”), the principal sum of Dollars ($_______) (the “Loan”), in lawful money of the United States of America and in immediately available funds.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2009 • Max Cash Media Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT, dated as of July 28, 2009 (this “Agreement”), by and between PARAMOUNT STRATEGY CORPORATION (“Purchaser”), and MAX CASH MEDIA, INC., a Nevada corporation (the “Company”).
General RELEASE agreementGeneral Release Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This General Release Agreement (this “Agreement”), dated as of July 12, 2012, is entered into by and among BOLDFACE Group, Inc., a Nevada corporation (“Seller”), BOLDFACE Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Noah Levinson (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
ESCROW AGREEMENTEscrow Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This Escrow Agreement (this “Agreement”) is entered into as of July 12, 2012, by and among BOLDFACE Group, Inc., a Nevada corporation (the “Parent”), Nicole Ostoya, Robin Coe-Hutshing and Maria Torres (singly and collectively, the “Company Shareholders”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
Employment AgreementEmployment Agreement • March 27th, 2014 • Boldface Group, Inc. • Services-business services, nec • California
This Employment Agreement (the “Agreement”) is made and entered into as of March 21st, 2014 (the “Effective Date”), by and between John C. Labonty, Jr. (the “Executive”) and Boldface Group, Inc., a Nevada corporation (the “Company”).
BOLDFACE licensing + branding LICENSE AGREEMENTLicense Agreement • October 15th, 2013 • Boldface Group, Inc. • Services-business services, nec • California
LICENSOR: LICENSEE: Pez-Mar, Via Mar Productions Inc. (“Licensor”) f/s/a Mario Lopez (“Artist”) BOLDFACE licensing + branding (“Licensee”) Address: * Fax No.: Address: 1309 Pico Blvd. Suite #A Santa Monica, CA 90405 Attention: President Fax No.: Wire Transfer Instructions: Account Name: Bank: Routing # Account #
AMENDMENT AGREEMENT NO. 1Amendment Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
This AMENDMENT AGREEMENT (this “Agreement”), dated as of July 9, 2014, is by and between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). Defined terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of July 3, 2014 (the “Purchase Agreement”), between the Company and Hillair.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 27, 2014, is entered into by and among Boldface Group, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • California
This Executive Employment Agreement (this “Agreement”) is entered into as of the 12th day of July, 2012 (the “Effective Date”), by and between BOLDFACE GROUP, INC., a Nevada corporation, with a business address of 1309 Pico Blvd., Suite #A, Santa Monica, California 90405 (the “Company”), and NICOLE OSTOYA, an individual residing in Los Angeles, California (the “Executive”).
VALIDITY GUARANTEEValidity Guarantee • November 28th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
VALIDITY GUARANTEE dated as of October 17, 2012 (this “Validity Guarantee”), by [name of individual], an individual with his address as set forth on the signature page hereto (“Guarantor”) in favor of STAR FUNDING, INC., a New York corporation (“Star Funding”).
CONSULTING AGREEMENTConsulting Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • California
This CONSULTING AGREEMENT (this “Agreement”) dated as of July 12, 2012 (the “Effective Date”), is by and between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and Gold Grenade, LLC, a California limited liability company (the “Consultant”). Company and Consultant are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
