COMMON STOCK PURCHASE WARRANT BLUE HOLDINGS, INC.Blue Holdings, Inc. • March 7th, 2008 • Apparel & other finishd prods of fabrics & similar matl
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (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 the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Holdings, Inc., a Nevada corporation (the “Company”), up to 875,000 shares (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 • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2008 between Blue Holdings, 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”).
SECURITY AGREEMENTSecurity Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This SECURITY AGREEMENT, dated as of March 5, 2008 (this “Agreement”), is among Blue Holdings, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and the holders, each signatory hereto, of the Company’s 8% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $3,000,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
SUBSIDIARY GUARANTEE, dated as of March 5, 2008 (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”, and together with the Company (as defined below), the “Debtors”), in favor of the purchasers (including such purchasers’ successors, transferees and assigns, the “Purchasers”) signatory to the Purchase Agreement (as defined below).
BLUE HOLDINGS, INC. 8% SENIOR SECURED CONVERTIBLE NOTEBlue Holdings, Inc. • March 7th, 2008 • Apparel & other finishd prods of fabrics & similar matl • New York
THIS NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Notes of Blue Holdings, Inc., a Nevada corporation (the “Company”), having its principal place of business at 5804 East Slauson Avenue, Commerce, California 90040, designated as its 8% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
LOCK-UP AGREEMENTLock-Up Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Lock-Up Agreement ("Agreement") is made as of the date set forth below by the undersigned ("Holder") in connection with such Holder’s ownership of shares of Blue Holdings, Inc., a Nevada corporation (the "Company").
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of March 5, 2008 (the “Effective Date”), by and among Blue Holdings, Inc., a Nevada corporation, (the “Company”), and each of the undersigned investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor,” and collectively, the “Investors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of March 5, 2008, is made by Blue Holdings, Inc., a Nevada corporation (the “Company”), and all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Grantors”), in favor of the holders of the Company’s 8% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $3,000,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Lenders”).
