SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 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”).
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. • July 15th, 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.
SECURITY AGREEMENTSecurity Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
COMMON STOCK PURCHASE WARRANT BOLDFACE GROUP, INC.Boldface Group, Inc. • July 15th, 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 July 3, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) 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 1,434,286 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 • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of July 3, 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.
AMENDMENT AGREEMENT NO. 1Amendment Agreement • July 15th, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
This AMENDMENT AGREEMENT (this “Agreement”), dated as of July 9, 2014, is by and between BOLDFACE Group, Inc., a Nevada corporation (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). Defined terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of July 3, 2014 (the “Purchase Agreement”), between the Company and Hillair.
