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JOINT VENTURE AGREEMENT TERM SHEET

Joint Venture JV Agreement

JOINT VENTURE AGREEMENT TERM SHEET | Document Parties: BLUE HOLDINGS, INC. You are currently viewing:
This Joint Venture JV Agreement involves

BLUE HOLDINGS, INC.

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Title: JOINT VENTURE AGREEMENT TERM SHEET
Date: 11/14/2006
Industry: Apparel/Accessories     Sector: Consumer Cyclical

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EXHIBIT 10.27

 

JOINT VENTURE AGREEMENT

TERM SHEET

 

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PURPOSE: Design, development, manufacturing and wholesale

distribution of the "Life and Death" apparel line.

(the "Product Line")

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PARTIES: Blue Holdings, Inc. ("BLHL") - 50% membership

interest Phillipe Naouri ("PN") - 25% membership

interest Alex Caugant ("AC") - 25% membership

interest

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INITIAL CAPITAL PN and AC have invested an undetermined amount for

CONTRIBUTION: the initial development and launch of the Product

Line, which, once determined, shall be considered as

their collective Initial Capital Contribution. As its

Initial Capital Contribution, BLHL will contribute

the same amount, and the BLHL contribution may be

used as working capital.

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ADDITIONAL CAPITAL: The Operating Agreement of Newco shall contain a

mechanism for "Additional Capital Calls".

Notwithstanding the foregoing, no member shall be

required to contribute additional capital and no

members percentage interest shall be diluted by such

member's refusal to contribute additional capital.

Each such Additional Capital Call shall require the

unanimous consent of the members, and any such

contributions shall be made by the members in

accordance with their respective membership

interests. Prior to making a capital call, the

managers shall meet in good faith to determine the

necessity and the amount of any such call.

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In the event that additional working capital is

needed, but the members do not wish to make an

Additional Capital Call, then any member may, but

shall not be required to, lend funds to Newco, which

such loan shall be evidenced by a promissory note

with interest payable at prime plus 1% and which

shall contain other standard terms and conditions,

all of which must be approved by the managers.

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PROFITS & LOSSES: The members shall share profits and losses in

accordance with their p


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