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
OFWarrant Agreement • March 14th, 2008 • Total Luxury Group Inc • Blank checks • New York
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
