COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.Boldface Group, Inc. • June 26th, 2013 • Services-business services, nec
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 June 20, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boldface Group, Inc., a Nevada 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2013 • Boldface Group, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2013, between Boldface Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2014Boldface Group, Inc. • June 26th, 2013 • Services-business services, nec • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of BOLDFACE Group, Inc., a Nevada corporation (the “Company”), having its principal place of business at 1309 Pico Blvd., Suite A, Santa Monica, CA 90405, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • June 26th, 2013 • Boldface Group, Inc. • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of June 20, 2013 (this “Agreement”), is among Boldface Group, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Original Issue Discount Convertible Debentures due December 1, 2014, in the original aggregate principal amount of $1,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 26th, 2013 • Boldface Group, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of June 20, 2013 (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 the date hereof, between Boldface Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
