REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 12, 2012 between BOLDFACE Group, Inc., (formerly Max Cash Media, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This SPLIT-OFF AGREEMENT, dated as of July 12, 2012 (this “Agreement”), is entered into by and among BOLDFACE Group, Inc., a Nevada corporation (“Seller”), BOLDFACE Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Noah Levinson (“Buyer”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG BOLDFACE GROUP, INC., a Nevada corporation BOLDFACE ACQUISITION CORP., a Nevada corporation AND BOLDFACE LICENSING + BRANDING, a Nevada corporation July 12, 2012Merger Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2012, by and among BOLDFACE Group, Inc. (f/k/a Max Cash Media, Inc.), a Nevada corporation (the “Parent”), BOLDFACE Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Parent (the “Acquisition Subsidiary”), and BOLDFACE Licensing + Branding, a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
NEWCO PLEDGE AGREEMENTPledge Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of May 16, 2012, is made by Max Cash Media, Inc., a Nevada corporation (the “Company”), each person and entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and each additional person, if any, who becomes a Pledgor pursuant to the requirements of Section 3.18 of the Bridge Loan Agreement (defined below) (the “Additional Pledgors”), in favor of Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of July 12, 2012, and is entered into by and among BOLDFACE Group, Inc. (formerly known as Max Cash Media, Inc.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
COMPANY SECURITY AGREEMENTSecurity Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 16th day of May, 2012, by and among Max Cash Media, Inc., a Nevada corporation (the “Company”), BOLDFACE Licensing + Branding, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).
NEWCO SECURITY AGREEMENTSecurity Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 16th day of May, 2012 by and among BOLDFACE Licensing + Branding, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase Agreement, dated as of May 16, 2012 (the “Securities Purchase Agreement”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this 16th day of May, 2012, by and between BOLDFACE Licensing + Branding, a Nevada corporation (“Borrower”), and Max Cash Media, Inc., a Nevada corporation (“Lender”).
LOCK-UP AGREEMENTLock-Up Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of July 12, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and BOLDFACE Group, Inc., a Nevada corporation formerly known as Max Cash Media (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
Exhibit “A” to the Bridge Loan AgreementBridge Loan Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
FOR VALUE RECEIVED, BOLDFACE LICENSING + BRANDING, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of MAX CASH MEDIA, INC., a Nevada corporation (hereinafter called the “Lender”), the principal sum of Dollars ($_______) (the “Loan”), in lawful money of the United States of America and in immediately available funds.
General RELEASE agreementGeneral Release Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This General Release Agreement (this “Agreement”), dated as of July 12, 2012, is entered into by and among BOLDFACE Group, Inc., a Nevada corporation (“Seller”), BOLDFACE Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Noah Levinson (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
ESCROW AGREEMENTEscrow Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This Escrow Agreement (this “Agreement”) is entered into as of July 12, 2012, by and among BOLDFACE Group, Inc., a Nevada corporation (the “Parent”), Nicole Ostoya, Robin Coe-Hutshing and Maria Torres (singly and collectively, the “Company Shareholders”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • California
This Executive Employment Agreement (this “Agreement”) is entered into as of the 12th day of July, 2012 (the “Effective Date”), by and between BOLDFACE GROUP, INC., a Nevada corporation, with a business address of 1309 Pico Blvd., Suite #A, Santa Monica, California 90405 (the “Company”), and NICOLE OSTOYA, an individual residing in Los Angeles, California (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • California
This CONSULTING AGREEMENT (this “Agreement”) dated as of July 12, 2012 (the “Effective Date”), is by and between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and Gold Grenade, LLC, a California limited liability company (the “Consultant”). Company and Consultant are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Max Cash Media, Inc., a publicly traded Nevada corporation, (hereinafter referred to as the “Company”), to act as exclusive Placement Agent in connection with the private placement (the “Bridge Note Offering”) of its secured convertible promissory notes (“Bridge Notes”). The Company intends to enter into a reverse triangular merger and acquire the existing business of Boldface Licensing + Branding (“BL”), a Nevada corporation, and continue BL’s existing operations as a wholly owned subsidiary of the Company (the “Merger”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2012 • Boldface Group, Inc. • Services-business services, nec • Nevada
This INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of this 31st day of May, 2012, by and between John Derby (the “Indemnifying Party”) and Max Cash Media, Inc., a Nevada Corporation (the “Company”).
