REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 12, 2010, between AFH Holding II, Inc. (to be renamed First Blush Brands, Inc.), a Delaware corporation (the “Company”), and William F. Gustafson and Prescott Interests, Ltd. (each a “Holder” and together, the “Holders”).
FIRST BLUSH, INC. LOAN AGREEMENTLoan Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
THIS LOAN AGREEMENT (tile “Agreement”) is made as of the 18th day of November, 2008 (the “Effective Date”) by and among FIRST BLUSH, INC., a Delaware corporation (tile “Company”), and ROSE HILL GARDENS, LLC (the “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 18, 2008 between First Blush, Inc., a Delaware corporation (the “Company”), and Rose Hill Gardens, LLC (“Indemnitor”).
Share Exchange Agreement by and among AFH Holding II, Inc. (to be renamed First Blush Brands, Inc.) and its Sole Shareholder and First Blush, Inc. and its Securityholders Dated: May 12, 2010Share Exchange Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
This Share Exchange Agreement, dated as of May 12, 2010, is made by and among AFH Holding II, Inc., being renamed First Blush Brands, Inc., a Delaware corporation (the “Acquiror Company”), AFH Holding and Advisory LLC, a Nevada limited liability company (the “Acquiror Company Shareholder”), Rose Hill Gardens, LLC, a California limited liability company, and Sandra Missakian (collectively, the “Common Shareholders”), and William A. Gustafson and Prescott Interests Ltd. (collectively, the “Preferred Shareholders”; and together with the Common Shareholders, the “Company Securityholders”), and First Blush, Inc., a Delaware corporation (the “Company”).
AGREEMENTExecutive Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
EXECUTIVE AGREEMENT made of this 12th day of May, 2010, between Anthony G. Roth (the “Roth” and/or “Executive”), and AFH Holding II, Inc., to be renamed First Blush Brands, Inc., a Blank Check Holding Company identified for business (the “Company”).
ACOSTA, INC. BROKER-CLIENT CONTRACTBroker-Client Contract • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • Florida
THIS Agreement is made this first day of May, 2008 by and between RHG LLC d/b/a First Blush, herein called the CLIENT, and Acosta, Inc. d/b/a Acosta Sales & Marketing Company, a corporation organized under the laws of the State of Delaware, herein called the BROKER.
