MILK BOTTLE CARDS INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS CERTIFIES THAT, for value received, _______________, a _______________ (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Milk Bottle Cards Inc., a Nevada corporation, with its principal office located at ________________________________ (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of January 31, 2008, by and between the Company and the Investor.
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Georgia
This Employment Agreement (the “Agreement”) is entered into as of January 31, 2008, by and between ForgeHouse, Inc., a Nevada corporation (the “Company”), and Jose Alonso (“Employee”). The parties hereto agree as follows:
PROMISSORY NOTEPromissory Note • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards
WHEREAS, effective as of May 10, 2005, ForgeHouse LLC, a Georgia limited liability company (“ForgeHouse”), executed its Promissory Note in favor of Arngrove Group Holdings Ltd., a company organized under the laws of England (the “Arngrove”), and effective as of June 19, 2006, ForgeHouse executed its letter agreement in favor of After All Limited, a company organized under the laws of England (“Holder”) (said Promissory Note and letter agreement, collectively the “Original Promissory Note”);
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
This Stock Repurchase Agreement (this “Agreement”) is made and entered into effective as of January 31, 2008, by and between Milk Bottle Cards Inc., a Nevada corporation (the “Company”), and Nicole Milkovich, a resident of Canada (the “Stockholder”).
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS AGREEMENT (the “Agreement”), dated as of January 31, 2008, by and among each of the persons listed on the signature page hereof (each, a “Member” and jointly and severally, the “Members”) and Milk Bottle Cards, Inc., a Nevada corporation (“Publico”).
PROMISSORY NOTEPromissory Note • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • New York
WHEREAS, effective as of May 10, 2005, ForgeHouse LLC, a Georgia limited liability company (“ForgeHouse”), executed its Promissory Note in favor of Arngrove Group Holdings Ltd., a company organized under the laws of England (the “Holder”), and effective as of June 19, 2006, ForgeHouse executed its letter agreement in favor of After All Limited, a company organized under the laws of England (“After All”) (said Promissory Note and letter agreement, collectively the “Original Promissory Note”);
MILK BOTTLE CARDS INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
The undersigned hereby subscribes to purchase _______ units (the “Units”) of securities, each Unit consisting of one share of Series A Preferred Stock (the “Series A Preferred”) of Milk bottle Cards Inc., a Nevada corporation (the “Company”), and one warrant (a “Warrant”) for the purchase of one share of common stock, par value $.001 per share (the “Common Stock”), of the Company, in accordance with the following paragraphs. This subscription agreement is one of a series of subscription agreements representing an aggregate of up to two million one hundred thousand dollars of Units (the “Offering”). This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion for any reason or for no reason. Any questions regarding this document or the investment described herein should be directed to Randolf W. Katz, 1900 Main Street, Suite 700, Irvine, California 92614; (949) 223-7103.
NONQUALIFIED STOCK OPTION AWARD AGREEMENT Issued Pursuant to the 2008 Incentive Plan of Milk Bottle Cards, Inc.Nonqualified Stock Option Award Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS OPTION AWARD AGREEMENT (“Agreement”), effective ________________ (the “Date of Grant”) represents the grant of a stock option (“Option”) by ForgeHouse, Inc. (the “Company”), to _____________ (the “Participant”) pursuant to the provisions of the Milk Bottle Cards, Inc. 2008 Incentive Plan adopted January 2, 2008, and approved bythe stockholders on January 2, 2008 (the “Plan”), as may be amended from time to time. The Option granted hereby not is intended to be an “Incentive Option,” as such term is defined in the Plan, within the meaning of Section 422 of the Code.
MUTUAL RELEASE AGREEMENTMutual Release Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards
This Mutual Release (the “Agreement”), made as of January 31, 2008, is effective as of the date on which FORGEHOUSE, LLC, a limited liability company organized under the laws of Georgia (“FH”), and MILK BOTTLE CARDS INC., a corporation organized under the laws of Nevada (“Publico”; collectively with FH, the “US Parties”), consummate a transaction of the nature referenced in Publico’s Preliminary Schedule 14C, as filed with the Securities and Exchange Commission on December 17, 2007 (the “Effective Date”) and is entered into by and among FH, Publico, Arngrove Group Holdings Ltd, a company organized under the laws of England (“Arngrove”), After All Ltd., a private limited company governed by the laws of England (“After All”; collectively, with Arngrove, the “Noteholders”), and Paul Grootendorst, a citizen of the United Kingdom, Bryan Irving, a citizen of the United Kingdom, Brooks Mileson, a citizen of the United Kingdom, and Ian Morl, a citizen of the United Kingdom (collectively, the “
LOCKUP AGREEMENTLockup Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
This AGREEMENT (the “Agreement”) is effective as of (the “Effective Date”), by _____________ (the “Holder”), maintaining an address at _____________, in connection with his or its ownership of shares of ForgeHouse, Inc., a Nevada corporation (the “Company”).
AGREEMENT AND PLAN OF EXCHANGEAgreement and Plan of Exchange • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS AGREEMENT (the “Agreement”), dated as of January 31, 2008, by and among each of the persons listed on the signature page hereof (each, a “Member” and jointly and severally, the “Members”), ForgeHouse LLC, a Georgia limited liability company (the “Operating Company”), and Milk Bottle Cards Inc., a Nevada corporation (“Publico”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • New York
This Subordination and Intercreditor Agreement (“Agreement”) is made as of the 31day of January, 2008, by and between Arngrove Group Holdings Ltd., a company organized under the laws of England (“Arngrove”), and After All Limited, a company organized under the laws of England (“After All”; with Arngrove, collectively, the “Lenders”), on the one hand, and ForgeHouse, Inc., a Nevada corporation (“Publico”), and ForgeHouse LLC, a Georgia limited liability company (“ForgeHouse”; collectively with Publico, the “Borrowers”), on the other hand, with the record owners, and all persons or entities who acquire any ownership, control, voting, economic, or other rights therein (collectively, the “Preferred Stock Holders”), of the two million shares of Series A Preferred Stock (the “Preferred Stock”) of Publico currently issued and outstanding as specifically intended third-party beneficiaries of each of the terms, conditions, and obligations of the parties hereto.
INCENTIVE STOCK OPTION AWARD AGREEMENT Issued Pursuant to the Milk Bottle Cards Inc. 2008 Incentive Plan (ForgeHouse, Inc.)Incentive Stock Option Award Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS OPTION AWARD AGREEMENT (“Agreement”), effective ____________, (the “Date of Grant”) represents the grant of an incentive stock option (“Option”) by ForgeHouse, Inc. (the “Company”), to __________________ (the “Participant”) pursuant to the provisions of the Milk Bottle Cards Inc., 2008 Incentive Plan adopted January 2, 2008, and approved by stockholders on January 2, 2008 (the “Plan”), as may be amended from time to time. The Option granted hereby is intended to be an Incentive Option (“ISO”), as such term is defined in the Plan, within the meaning of Section 422 of the Code to the maximum extent permissible under the Code. To the extent that the Option does not qualify as an ISO, the Option or the portion thereof which does not so qualify shall constitute a separate nonqualified option.
