SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2012, between People’s Liberation, Inc., a Delaware 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 • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This SECURITY AGREEMENT, dated as of February 3, 2012 (this “Agreement”), is among People’s Liberation, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company listed on the signature pages hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Variable Rate Senior Secured Convertible Debentures due three (3) years following their issuance (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT people’s liberation, inc.Peoples Liberation Inc • February 28th, 2012 • Apparel & other finishd prods of fabrics & similar matl
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from People’s Liberation, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
SUBSIDIARY GUARANTEE, dated as of February 3, 2012 (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”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of February 2, 2012, between People’s Liberation, Inc., a Delaware corporation (the “Company”) and the Purchasers.
Variable rate SENIOR SECURED CONVERTIBLE DEBENTURE DUE January 31, 2015Peoples Liberation Inc • February 28th, 2012 • Apparel & other finishd prods of fabrics & similar matl • New York
THIS VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Senior Secured Convertible Debentures of People’s Liberation, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1212 S. Flower Street, 5th Floor, Los Angeles, CA 90015, designated as its Variable Rate Senior Secured Convertible Debenture due January 31, 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This STOCKHOLDERS AGREEMENT, dated as of February 22, 2012, by and among (i) People’s Liberation, Inc., a Delaware corporation (the “Company”), (ii) Colin Dyne, an individual (“Dyne”), (iii) is TCP WR Acquisition, LLC (“Tengram”), and (iv) any other holder of common stock of the Company that may become a party to this Agreement after the date and pursuant to the terms hereof (collectively with Tengram and Dyne, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 4.1.
