0001193125-11-221689 Sample Contracts

ORANGE 21 INC. WARRANT
Orange 21 Inc. • August 15th, 2011 • Ophthalmic goods • California

THIS CERTIFIES THAT, for value received, Regent Pacific Management Corporation (“Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Orange 21 Inc., a Delaware corporation (“Company”), up to 244,163 shares of common stock of the Company (the “Common Stock” and such shares and all other shares issued or issuable pursuant to this Warrant, “Warrant Shares”) at a purchase price of $1.85 per share (the “Exercise Price”).

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AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011
License Agreement • August 15th, 2011 • Orange 21 Inc. • Ophthalmic goods • New York

This Amended and Restated License Agreement (the “Agreement”) by and between Orange 21 Inc. (“Licensee”) and Rose Colored Glasses LLC (“Licensor”) is effective as of the Effective Date and completely amends and restates that certain License Agreement between Licensee and Licensor dated May 12, 2010 (“Original Agreement”).

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