SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2010 • First Blush Brands, Inc. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of August, 2010, by and among First Blush Brands, Inc., a Delaware corporation, with an address at 9595 Wilshire Boulevard, Suite 900, Beverly Hills, CA 90212 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
ContractFirst Blush Brands, Inc. • July 8th, 2010 • Blank checks
NEITHER THIS SECURITY, NOR ANY SECURITY FOR WHICH THIS SECURITY IS EXERCISABLE, HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • November 20th, 2007 • Afh Holding Ii, Inc. • Blank checks
THIS STOCK REDEMPTION AGREEMENT is entered into as of November 13, 2007 (the “Agreement”), by and between AFH Holding II, Inc., a Delaware corporation (the “Company”) and Lauren Scott (the “Seller”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2010 • First Blush Brands, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 1, 2010, between First Blush Brands, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages hereto (each a “Holder” and together, the “Holders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 20th, 2007 • Afh Holding Ii, Inc. • Blank checks
THIS STOCK PURCHASE AGREEMENT is entered into as of November 13, 2007 (the “Agreement”), by and between AFH Holding II, Inc., a Delaware corporation (the “Company”) and AFH Holding and Advisory, LLC, a Nevada limited liability company (the “Buyer”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”
FIRST BLUSH, INC. LOAN AGREEMENTLoan Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
THIS LOAN AGREEMENT (tile “Agreement”) is made as of the 18th day of November, 2008 (the “Effective Date”) by and among FIRST BLUSH, INC., a Delaware corporation (tile “Company”), and ROSE HILL GARDENS, LLC (the “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 18, 2008 between First Blush, Inc., a Delaware corporation (the “Company”), and Rose Hill Gardens, LLC (“Indemnitor”).
Share Exchange Agreement by and among AFH Holding II, Inc. (to be renamed First Blush Brands, Inc.) and its Sole Shareholder and First Blush, Inc. and its Securityholders Dated: May 12, 2010Share Exchange Agreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
This Share Exchange Agreement, dated as of May 12, 2010, is made by and among AFH Holding II, Inc., being renamed First Blush Brands, Inc., a Delaware corporation (the “Acquiror Company”), AFH Holding and Advisory LLC, a Nevada limited liability company (the “Acquiror Company Shareholder”), Rose Hill Gardens, LLC, a California limited liability company, and Sandra Missakian (collectively, the “Common Shareholders”), and William A. Gustafson and Prescott Interests Ltd. (collectively, the “Preferred Shareholders”; and together with the Common Shareholders, the “Company Securityholders”), and First Blush, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2010 • First Blush Brands, Inc. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 1st day of July, 2010, by and among FIRST BLUSH BRANDS, INC., a Delaware corporation, with an address at 9595 Wilshire Blvd., Suite #900, Beverly Hills, California 90212 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
AGREEMENTAgreement • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • California
EXECUTIVE AGREEMENT made of this 12th day of May, 2010, between Anthony G. Roth (the “Roth” and/or “Executive”), and AFH Holding II, Inc., to be renamed First Blush Brands, Inc., a Blank Check Holding Company identified for business (the “Company”).
ContractFirst Blush Brands, Inc. • August 19th, 2010 • Blank checks • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
CONSULTING AGREEMENTConsulting Agreement • August 19th, 2010 • First Blush Brands, Inc. • Blank checks • California
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2010 by and between FIRST BLUSH BRANDS, INC., a Delaware corporation (“First Blush”), and ROSE HILL GARDENS LLC, a California limited liability company (“RHG”).
GUARANTYGuaranty • August 19th, 2010 • First Blush Brands, Inc. • Blank checks • Delaware
This GUARANTY (the “Guaranty”), dated as of August 17, 2010, is executed and delivered by ROSE HILL GARDENS LLC (the “Guarantor”) in favor of the Investors set forth on Schedule A affixed hereto, each in its capacity as Investor under the Purchase Agreement (as defined below) (in such capacity, and together with their respective successors, transferees and assigns, the “Investors”).
ACOSTA, INC. BROKER-CLIENT CONTRACTBroker-Client Contract • May 13th, 2010 • Afh Holding Ii, Inc. • Blank checks • Florida
THIS Agreement is made this first day of May, 2008 by and between RHG LLC d/b/a First Blush, herein called the CLIENT, and Acosta, Inc. d/b/a Acosta Sales & Marketing Company, a corporation organized under the laws of the State of Delaware, herein called the BROKER.
