THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANTWarrant Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS IS TO CERTIFY THAT, for value received, Monto Holdings (Pty) Ltd., (the “Registered Holder”), or its permitted assigns, is entitled to purchase from People’s Liberation, Inc., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $0.08 (as adjusted pursuant to the terms of this Warrant, the “Exercise Price”), 12,500,000 shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, $0.001 par value per share, of the Company, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., Los Angeles time, on the fifth anniversary of the date hereof.
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS GUARANTOR SECURITY AGREEMENT (as amended, restated, supplemented, extended or otherwise modified from time to time, this "Agreement") dated as of August 18, 2011, is entered into by PEOPLE'S LIBERATION, INC., a Delaware corporation, VERSATILE ENTERTAINMENT, INC., a California corporation, BELLA ROSE, LLC, a California limited liability company, WILLIAM RAST SOURCING, LLC, a California limited liability company, and WILLIAM RAST RETAIL, LLC, a California limited liability company, as guarantors (each, a "Guarantor", and collectively, the "Guarantors"), in favor of MONTO HOLDINGS (PTY) LTD. (together with its successors and assigns, "Secured Party").
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
This Second Amended and Restated Operating Agreement, made and entered into effective as of October 1, 2011 (the “Effective Date”), governs the relationship between the undersigned Members of William Rast Sourcing, LLC, a California limited liability company (the “LLC”), and between the LLC and the undersigned Members, pursuant to the Beverly-Killea Limited Liability Act as amended from time to time (the “Act”), and the Articles of Organization for the LLC. In consideration of their mutual promises, covenants, and agreements, the parties hereto do hereby promise, covenant, and agree as set forth herein.
BORROWER SECURITY AGREEMENTBorrower Security Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS BORROWER SECURITY AGREEMENT (as amended, restated, supplemented, extended or otherwise modified from time to time, this "Agreement") dated as of August 18, 2011, is entered into by WILLIAM RAST LICENSING, LLC, a California limited liability company, as debtor ("Debtor"), in favor of Monto Holdings (Pty) Ltd. (together with its successors and assigns, "Secured Party").
GUARANTYGuaranty • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to WILLIAM RAST LICENSING, LLC, a California limited liability company ("Borrower") by MONTO HOLDINGS (PTY) LTD. ("Monto" and together with any subsidiaries or affiliates of Monto and its successors and assigns, the "Lender"), the undersigned Guarantor (whether one or more, the "Guarantor", and, if more than one, jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:
ROYALTY AGREEMENTRoyalty Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS ROYALTY AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2011, by and among TENNMAN WR-T, INC., a Delaware corporation (“TWR”), WILLIAM RAST SOURCING, LLC, a California limited liability company (“WRS”) and WILLIAM RAST LICENSING, LLC, a California limited liability company (“WRL”)(TWR, WRS and WRL are herein collectively referred to as the “Parties”).
SERVICES AGREEMENTServices Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into effective October 1, 2011 (the “Effective Date”), by and between WILLIAM RAST LICENSING, LLC, a California limited liability company, located at 1212 S. Flower St., 5th Floor, Los Angeles, CA 90015 (the “Company”), TENNMAN BRANDS, LLC, a Delaware limited liability company (“TBL”) f/s/o JUSTIN TIMBERLAKE, an individual (the “Artist”), and, for purposes of Section 11 only, TENNMAN WR-T, Inc., a Delaware corporation (“WR-T”). The Company and TBL are sometimes referred to herein as a “Party” and collectively, as the “Parties.”
PREEMPTIVE RIGHTS AND BOARD NOMINEE AGREEMENTPreemptive Rights and Board Nominee Agreement • November 21st, 2011 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
This Preemptive Rights and Board Nominee Agreement (this “Agreement”) is made and entered into as of October 1, 2011, by and among PEOPLE’S LIBERATION, INC., a Delaware corporation (the “Company”), TENNMAN WR-T, INC., a Delaware corporation (“TWR”) (PPLB and TWR are herein collectively referred to as the “Parties”) and, with respect to Section 2 only, Al Gossett, an individual (“Gossett”).
