SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2014, 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”).
SECURITY AGREEMENTSecurity Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of March 27, 2014 (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 August 1, 2015, in the original aggregate principal amount of $1,120,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.Boldface Group, Inc. • April 2nd, 2014 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. 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 March 31, 2014 (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 34,482,759 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of March 27, 2014 (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.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Boldface Group, Inc. • April 2nd, 2014 • Services-business services, nec • New York
THIS DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN A SUBORDINATION AGREEMENT DATED AS OF MARCH 27, 2014, BY AND AMONG HILLAIR CAPITAL INVESTMENTS L.P., BOLDFACE GROUP, INC. AND STAR FUNDING, INC., AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY SAID SUBORDINATION AGREEMENT.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 27, 2014, is entered into by and among Boldface Group, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).
