SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2010 • First Blush Brands, Inc. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of August, 2010, by and among First Blush Brands, Inc., a Delaware corporation, with an address at 9595 Wilshire Boulevard, Suite 900, Beverly Hills, CA 90212 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
ContractFirst Blush Brands, Inc. • August 19th, 2010 • Blank checks • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
CONSULTING AGREEMENTConsulting Agreement • August 19th, 2010 • First Blush Brands, Inc. • Blank checks • California
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2010 by and between FIRST BLUSH BRANDS, INC., a Delaware corporation (“First Blush”), and ROSE HILL GARDENS LLC, a California limited liability company (“RHG”).
GUARANTYGuaranty • August 19th, 2010 • First Blush Brands, Inc. • Blank checks • Delaware
This GUARANTY (the “Guaranty”), dated as of August 17, 2010, is executed and delivered by ROSE HILL GARDENS LLC (the “Guarantor”) in favor of the Investors set forth on Schedule A affixed hereto, each in its capacity as Investor under the Purchase Agreement (as defined below) (in such capacity, and together with their respective successors, transferees and assigns, the “Investors”).
