EXHIBIT 10.1 YANUK JEANS, LLC LICENSE AGREEMENT This Agreement entered into by and between YANUK JEANS, LLC, a California limited liability company, having its principal office at 5804 E. SLAUSON AVENUE, COMMERCE, CA 90040 ("LICENSOR") and BLUE...License Agreement • October 7th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "AGREEMENT"), is made and entered into on July 24, 2007, and is effective as of July 1, 2007 (the "EFFECTIVE DATE"), by and between Blue Holdings, Inc., a Nevada...Executive Employment Agreement • July 30th, 2007 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
AMENDED AND RESTATED OPERATING AGREEMENT OF LIFE & DEATH, LLC, A CALIFORNIA LIMITED LIABILITY COMPANYOperating Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.6 FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
RECITALSIndemnification Agreement • September 13th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada
EXHIBIT 2.1 EXCHANGE AGREEMENT BY AND AMONG BLUE HOLDINGS, INC., TAVERNITI SO JEANS, LLC, AND EACH MEMBER OF TAVERNITI SO JEANS, LLC DATED AS OF OCTOBER 31, 2005 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "AGREEMENT") is made and entered into as...Exchange Agreement • November 4th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
BLUE HOLDINGS, INC. 5804 E. SLAUSON AVE. COMMERCE, CALIFORNIA 90040 October 9, 2006 VIA FACSIMILE AND U.S. MAIL Long Rap, Inc. 1420 Wisconsin Avenue, NW Washington, DC 20007 Attention: Charles Rendelman Telephone No.: 202-337-6610 E-mail:...Merger Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 10.3 WESTFIELD SAN FRANCISCO CENTRE LEASE ADDENDUM This document constitutes an Addendum to the Lease made as of the ______________ day of ________________ , 2006, by and between EMPORIUM DEVELOPMENT, L.L.C., a Delaware limited liability...Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
FTC COMMERCIAL CORP.Security Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
ANNUAL PERIOD" AMOUNT --------------- ------ YEAR ONE -- YEAR TWO -- YEAR THREE $137,500 YEAR FOUR $162,500 YEAR FIVE $187,500License Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
COMMON STOCK PURCHASE WARRANT BLUE HOLDINGS, INC.Blue Holdings, Inc. • March 7th, 2008 • Apparel & other finishd prods of fabrics & similar matl
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Holdings, Inc., a Nevada corporation (the “Company”), up to 875,000 shares (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).
17. TERMINATION BY EMPLOYEE.Joint Venture Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2008 between Blue Holdings, 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”).
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG BLUE HOLDINGS, INC., LR ACQUISITION CORPORATION, LONG RAP, INC., THE LONG RAP, INC. STOCKHOLDERSAgreement and Plan of Merger • June 23rd, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.7 As of October 31, 2005 Taverniti So Jeans, LLC 5804 E. Slauson Avenue Commerce, CA 90040 Attn: Paul Guez Re: Inventory Loan Facility Dear Paul: Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and...Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
SECURITY AGREEMENTSecurity Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This SECURITY AGREEMENT, dated as of March 5, 2008 (this “Agreement”), is among Blue Holdings, 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, each signatory hereto, of the Company’s 8% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $3,000,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
RECITALS:Employment Agreement • August 25th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
SUBSIDIARY GUARANTEE, dated as of March 5, 2008 (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”, and together with the Company (as defined below), the “Debtors”), in favor of the purchasers (including such purchasers’ successors, transferees and assigns, the “Purchasers”) signatory to the Purchase Agreement (as defined below).
ContractCommon Stock Purchase • August 4th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AMENDS AND RESTATES THE COMMON STOCK PURCHASE WARRANT ORIGINALLY ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 5, 2008, BY AND BETWEEN BLUE HOLDINGS, INC., A NEVADA CORPORATION, AND THE PURCHASER NAMED THEREIN.
EXHIBIT 10.4 LICENSING TERM SHEET PURPOSE: To enter into a licensing agreement for the purpose of exploiting the "Antik Denim" trademark in the footwear category. PARTIES: Antik Denim, a California limited liability company ("Licensor") Titan...Blue Holdings, Inc. • November 8th, 2005 • Apparel & other finishd prods of fabrics & similar matl
PURPOSE: To enter into a licensing agreement for the purpose of exploiting the "Antik Denim" trademark in the footwear category.
RECITALSEmployment Agreement • November 18th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
SUBLEASESublease • May 3rd, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.28 ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease ("Assignment") is made and is effective as of August 1, 2005, by and among Blue Concept, LLC, a California limited liability company (the "Assignor,"), Blue...Assignment and Assumption of Lease • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 10.5 July 25, 2005 Blue Holdings, Inc. 5804 E. Slauson Avenue Commerce, CA 90040 Attn: Paul Guez Re: Inventory Loan Facility Dear Paul: Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and Blue Holdings...Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
FTC COMMERCIAL CORP. GUARANTY Los Angeles, CaliforniaBlue Holdings, Inc. • March 23rd, 2006 • Apparel & other finishd prods of fabrics & similar matl
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BLUE HOLDINGS, INC. and ANTIK DENIM, LLC (hereinafter collectively and individually referred to as "Guarantor") hereby unconditionally and irrevocably deliver this Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and irrevocably guarantee to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full and prompt payment and performance of all present and future liabilities, obligations and indebtedness of TAVERNITI SO JEANS, LLC (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a statute of limitations or otherwise becomes unenforceable (individually a "
FTC COMMERCIAL CORP.Factoring Agreement • March 23rd, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
CID LEASE JBS EXECUTIVE SUITES, LLC. 500 N. RAINBOW BOULEVARD SUITE 300 Las Vegas, NV. 89107 Phone: 702-221-1900 Fax: 702-221-1901Agreement • May 1st, 2002 • Marine Jet Technology Corp • Aircraft engines & engine parts
FTC COMMERCIAL CORP. GUARANTYBlue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TAVERNITI SO JEANS, LLC (hereinafter referred to as "Guarantor") hereby unconditionally and irrevocably delivers this Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and irrevocably guarantees to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full and prompt payment and performance of all present and future liabilities, obligations and indebtedness of BLUE HOLDINGS, INC. (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a statute of limitations or otherwise becomes unenforceable (individually a "liability" and collectively the "liabilities"). T
EXHIBIT 10.4 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the "AGREEMENT") is made as of this 18th day of July, 2006 (the "EFFECTIVE DATE"), by and among Caitac International, Inc., a corporation...Assignment, Assumption and Amendment Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 2(a): Marine Jet Technology License Agreement Marine Jet Technology License Agreement Introduction. This License Agreement (the "Agreement") is made between Jeff P. Jordan of 3061 69th Avenue SE, Mercer Island, Washington 98040 and Robert J....License Agreement • May 1st, 2002 • Marine Jet Technology Corp • Aircraft engines & engine parts • Washington
ContractBlue Holdings, Inc. • August 4th, 2008 • Apparel & other finishd prods of fabrics & similar matl • New York
THIS AMENDED AND RESTATED 8% SENIOR SECURED CONVERTIBLE NOTE AMENDS AND RESTATES THE 8% SENIOR SECURED CONVERTIBLE NOTE ORIGINALLY ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 5, 2008, BY AND BETWEEN BLUE HOLDINGS, INC., A NEVADA CORPORATION, AND THE PURCHASER NAMED THEREIN.
BLUE HOLDINGS, INC. 8% SENIOR SECURED CONVERTIBLE NOTEBlue Holdings, Inc. • March 7th, 2008 • Apparel & other finishd prods of fabrics & similar matl • New York
THIS NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Notes of Blue Holdings, Inc., a Nevada corporation (the “Company”), having its principal place of business at 5804 East Slauson Avenue, Commerce, California 90040, designated as its 8% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
EXHIBIT 10.21 CONTINUING SECURITY AGREEMENTContinuing Security Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.18 INDEMNITY AGREEMENT FOR FACTOR AND SUPPLIER GUARANTEES THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of January 1, 2006, between FTC COMMERCIAL CORP. ("FTC") and Blue Holdings, Inc. (the "Client"). 1. GUARANTEES. From...Indemnity Agreement for Factor and Supplier Guarantees • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
