EX-10
from 8-K
11 pages
Guaranty, Dated as of May __, 2006 Made by Each of the Undersigned (Each a "Guarantor", and Collectively, the "Guarantors "), in Favor of Castlerigg Master Investments Ltd., a Company Organized Under the Laws of the British Virgin Islands, in Its Capacity as Collateral Agent (In Such Capacity, the "Collateral Agent") for the "Buyers" (As Defined Below) Party to the Securities Purchase Agreement, Dated as of Even Date Herewith (As Amended, Restated or Otherwise Modified From Time to Time, the "Securities Purchase Agreement")
12/34/56
EX-10
from 8-K
40 pages
Securities Purchase Agreement (The "Agreement"), Dated as of May 5, 2006, by and Among House of Taylor Jewelry, Inc., a Nevada Corporation, With Headquarters Located at 9200 Sunset Blvd., Suite 425, West Hollywood, California 90069 (The "Company"), and the Investors Listed on the Schedule of Buyers Attached Hereto (Individually, a "Buyer" and Collectively, the "Buyers"). Whereas: A
12/34/56
EX-10
from 8-K
4 pages
The Securities Represented Hereby May Not Be Transferred Unless (I) Such Securities Have Been Registered for Sale Pursuant to the Securities Act of 1933, as Amended, (II) Such Securities May Be Sold Pursuant to Rule 144(k), or (III) the Company Has Received an Opinion of Counsel Reasonably Satisfactory to It That Such Transfer May Lawfully Be Made Without Registration Under the Securities Act of 1933 or Qualification Under Applicable State Securities Laws. Subject to the Provisions of Section 10 Hereof, This Warrant Shall Be Void After 5:00 P.M. Eastern Time on [Fifth Anniversary of the Closing Date] (The “Expiration Date”). No. House of Taylor Jewelry, Inc. Warrant to Purchase Shares of Common Stock, Par Value $0.0001 Per Share
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