MARANI BRANDS, INC. (Incorporated under the laws of the State of Nevada) REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK Warrant Price: $0.10 per share, subject to adjustment as provided below.Marani Brands, Inc. • April 14th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS IS TO CERTIFY that, for value received, _____________________ and its assigns (collectively, the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to __________ shares of the common stock, par value $0.001 per share ("Common Stock"), of MARANI BRANDS, INC., a Nevada corporation (the "Company"), and to receive certificate(s) for the Common Stock so purchased. 1. Exercise Period and Vesting. The exercise period is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., Pacific Standard Time, on April 7, 2013 (the "Exercise Period"). This Warrant is vested in full as of the Issuance Date and is immediately exercisable by Holder. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the foregoing, in no event shall Holder be entitled to exercise any portion of the Warrant to the extent that, after such exercise, the sum of
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2008 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 1, 2008 (this "Agreement"), by and between MARANI BRANDS, INC., a Nevada corporation (the "Company"), and MARGRIT EYRAUD (the "Executive"). WHEREAS, the Executive has been employed by a Subsidiary of the Company as such Subsidiary's Chief Executive Officer, and the Company desires to retain and continue the valuable employment services of the Executive but now as the Chairman, President and Chief Executive Officer of the Company, which are critical to the Company's ability to meet and implement its business strategy, on the terms, provisions and conditions set forth herein; and WHEREAS the Executive desires to serve the Company, as the Chairman, President and Chief Executive Officer of the Company of, on the terms, provisions and conditions set forth herein. NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, and another good and valuable consideration, the receipt an
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2008 • Marani Brands, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Consulting Agreement (this "Agreement") is entered into as of November 1, 2007, by and between Marani Holdings, an Armenian corporation (the "Company"), and Purell Partners, LLC, a Nevada limited liability company ("Consultant"). WHEREAS, the Company desires to acquire or merge with other businesses, dispose of businesses or assets, enter into strategic relationships, and/or enter into investment banking relationships, and to secure valuable management consulting to assist the Company in its operations, strategy and in its negotiations with vendors, customers and strategic partners (the "Company Objectives"); WHEREAS, the Company recognizes that the Consultant can assist the Company in achieving and implementing the Company Objectives, WHEREAS, the Company believes it to be important both to the future prosperity of the Company Objectives and to the Company's general interest to retain Consultant, on a non-exclusive basis, and have Consultant available to the Compa
