ex10-1.htm


    Exhibit
10.1

     

     

    FORM OF COMMON STOCK PURCHASE
AGREEMENT

     

     

    COMMON STOCK PURCHASE AGREEMENT
(the “Agreement”), dated as of February 1st __, 2010 by and between MARANI BRANDS, INC., a Nevada
corporation (the “Company”), and BODIE INVESTMENT GROUP INC, a
Michigan corporation (the “Buyer”). Capitalized terms used herein and not
otherwise defined herein are defined in Section 10 hereof.

     

    WHEREAS:

     

    Subject
to the terms and conditions set forth in this Agreement, the Company wishes to
sell to the Buyer, and the Buyer wishes to buy from the Company, up to Seven
Million Five Hundred Thousand Dollars ($7,500,000) of the Company’s common
stock,  par value per share $0.001 (the “Common Stock”). The shares of
Common Stock to be purchased hereunder are referred to herein as the “Purchase
Shares.”

     

    NOW THEREFORE, the Company and
the Buyer hereby agree as follows:

     

    1. PURCHASE OF COMMON
STOCK.

     

    Subject
to the terms and conditions set forth in this Agreement, the Company has the
right to sell to the Buyer, and the Buyer has the obligation to purchase from
the Company, Purchase Shares as follows:

     

    (a) Commencement of Purchases of
Common Stock. The purchase and sale of Purchase Shares hereunder shall
occur from time to time upon written notices by the Company to the Buyer on the
terms and conditions as set forth herein following the satisfaction of the
conditions (the “Commencement”) as set forth in Sections 6 and 7 below (the
date of satisfaction of such conditions, the “Commencement Date”).

     

    (b) The Company’s Right to
Require Purchases. Any time on or after the Commencement Date, the
Company shall have the right, but not the obligation, to cause the Buyer by its
delivery to the Buyer of Base Purchase Notices from time to time to buy Purchase
Shares (each such purchase a “Base Purchase”) in any amount at the Purchase
Price on the Purchase Date. The Company may deliver a Base Purchase Notice to
the Buyer on the first trading day after the pricing period. The Purchase Price
will be 90% of the “Market Price”.  The Market Price is defined as the
average of three lowest closing prices (average of bid and asked) for the twenty
(20) trading days preceding the Put Date. The Company has no obligation to
exercise its right hereunder to sell any Purchase Shares to the
Buyer.

     

    (c) Payment for Purchase
Shares. The Buyer shall pay to the Company an amount equal to the
Purchase Amount with respect to such Purchase Shares as full payment for such
Purchase Shares via wire transfer of immediately available funds on the Business
Day that the Company submits a Base Purchase Notice if it is received by the
Buyer before 11:00 a.m. eastern time or if received by the Buyer after
11:00 a.m. eastern time, the next Business Day.  The Company
shall not issue any fraction of a share of Common Stock upon any purchase. If
the issuance would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock up or
down to the nearest whole share. All payments made under this Agreement shall be
made in lawful money of the United States of America by wire transfer of
immediately available funds to such account as the Company may from time to time
designate by written notice in accordance with the provisions of this Agreement.
Whenever any amount expressed to be due by the terms of this Agreement is due on
any day that is not a Business Day, the same shall instead be due on the next
succeeding day that is a Business Day.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (d) Purchase Price Floor.
The Company and the Buyer shall not affect any purchases by the Buyer under this
Agreement on any Purchase Date where the Purchase Price for any purchases of
Purchase Shares would be less than the Floor Price. “Floor Price” means
$0.01,which shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar
transaction.  This provision can be altered at any time by the Company
with thirty days written notice.

     

    (e) Records of Purchases.
The Buyer and the Company shall each maintain records showing the remaining
Available Amount at any give time and the dates and Purchase Amounts for each
purchase or shall use such other method, reasonably satisfactory to the Buyer
and the Company.

     

    (f) Taxes. The Company
shall pay any and all transfer, stamp or similar taxes that may be payable with
respect to the issuance and delivery of any shares of Common Stock to the Buyer
made under this Agreement.

     

    (g) Compliance with Principal
Market Rules.  Notwithstanding any provision hereof to the
contrary, the Company shall not be required to issue any Purchase Shares under
this Agreement if such issuance would violate any of the rules or regulations of
the Principal Market or any applicable securities laws or
regulations.

     

    2. BUYER’S REPRESENTATIONS AND
WARRANTIES.

     

    The Buyer
represents and warrants to the Company that as of the date hereof and as of the
Commencement Date:

     

    (a) Investment Purpose.
The Buyer is entering into this Agreement and acquiring the Commitment Shares,
(as defined in Section 4(e) hereof) (this Agreement, the Purchase Shares and the
Commitment Shares are collectively referred to herein as the “Securities”), for
its own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof; provided however, by
making the representations herein, the Buyer does not agree to hold any of the
Securities for any minimum or other specific term other than as set forth in
Section 4(e) with respect to the Commitment Shares.

     

    (b) Accredited Investor
Status. The Buyer is an “accredited investor” as that term is defined in
Rule 501(a)(3) of Regulation D.

     

    (c) Reliance on
Exemptions. The Buyer understands that the Securities are being offered
and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and the Buyer’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein and in the other Transaction
Documents in order to determine the availability of such exemptions and the
eligibility of the Buyer to acquire the Securities.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) Information. The
Buyer has been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of
the Securities that have been reasonably requested by the Buyer based
on  the SEC Documents (as defined in Section 3(f) hereof). The Buyer
understands that its investment in the Company’s Common Stock involves a high
degree of risk. The Buyer (i) is able to bear the economic risk of an
investment in the Company’s Common Stock including a total loss, (ii) has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the proposed investment in the
Securities and (iii) has had an opportunity to ask questions of and receive
answers from the officers of the Company concerning the financial condition and
business of the Company and others matters related to an investment in the
Securities. Neither such inquiries, reviews, nor any other due diligence
investigations conducted by the Buyer or its representatives shall modify, amend
or affect the Buyer’s right to rely on the Company’s representations and
warranties contained in Section 3 below.  The Buyer has received
such accounting, legal and tax advice from the Company as it has considered
necessary to make an informed investment decision with respect to its
acquisition of the Securities.

     

    (e) No Governmental
Review. The Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or
endorsed the merits of the offering of the Securities.

     

    (f) Transfer or Sale. The
Buyer understands that except as provided in the Registration Rights Agreement
(as defined in Section 4(a) hereof): (i) the Purchase Shares have not been
and are not being registered under the 1933 Act or any state securities laws,
and may not be offered for sale, sold, assigned or transferred unless
(A) subsequently registered thereunder or (B) an exemption exists
permitting such Purchase Shares to be sold, assigned or transferred without such
registration; (ii) any sale of the Securities made in reliance on
Rule 144 may be made only in accordance with the terms of Rule 144 and
further, if Rule 144 is not applicable, any resale of the Purchase Shares
Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require compliance with some other exemption under the 1933
Act or the rules and regulations of the Securities and Exchange Commission (the
“SEC”)  thereunder; and (iii) neither the Company nor any other
person is under any obligation to register the Securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder.

     

    (g) Validity;
Enforcement. This Agreement has been duly and validly authorized,
executed and delivered on behalf of the Buyer and is a valid and binding
agreement of the Buyer enforceable against the Buyer in accordance with its
terms, subject as to enforceability to general principles of equity and to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies.

     

    (h) 
Buyer’s
Location. The Buyer’s principal place of business is located in the State
of Michigan.

     

    (i) No Prior Short
Selling. The Buyer represents and warrants to the Company that at no time
prior to the date of this Agreement has any of the Buyer, its agents,
representatives or affiliates engaged in or effected, in any manner whatsoever,
directly or indirectly, any (i) “short sale” (as such term is defined in
Section 242.200 of Regulation SHO of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common
Stock.  The Buyer covenants with and for the benefit of the Company,
that as long as the Buyer or any of its affiliates own any shares of the
Company’s Common Stock, the Buyer will not and will cause its affiliates not to,
directly or indirectly, engage in any such “short sale”.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.

     

    The
Company represents and warrants to the Buyer that as of the date hereof and as
of the Commencement Date:

     

    (a) Organization and
Qualification. The Company and its “Subsidiaries” (which for purposes of
this Agreement means any entity in which the Company, directly or indirectly,
owns 50% or more of the voting stock or capital stock or other similar equity
interests) are corporations duly organized and validly existing in good standing
under the laws of the jurisdiction in which they are incorporated, and have the
requisite corporate power and authority to own their properties and to carry on
their business as now being conducted. Each of the Company and its Subsidiaries
is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing could not
reasonably be expected to have a Material Adverse Effect. As used in this
Agreement, “Material Adverse Effect” means any material adverse effect on any
of: (i) the business, properties, assets, operations, results of operations
or financial condition of the Company and its Subsidiaries, if any, taken as a
whole, or (ii) the authority or ability of the Company to perform its
obligations under the Transaction Documents (as defined in Section 3(b) hereof).
The Company has no Subsidiaries except as set forth on
Schedule 3(a).

     

    (b) Authorization; Enforcement;
Validity. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, the
Registration Rights Agreement and each of the other agreements entered into by
the parties on the Commencement Date and attached hereto as exhibits to this
Agreement (collectively, the “Transaction Documents”), and to issue the
Securities in accordance with the terms hereof, (ii) the execution and
delivery of the Transaction Documents by the Company and the consummation by it
of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Commitment Shares and the reservation for
issuance and the issuance of the Purchase Shares issuable under this Agreement,
have been duly authorized by the Company’s Board of Directors and no further
consent or authorization is required by the Company, its Board of Directors or
its shareholders, (iii) this Agreement has been, and each other Transaction
Document shall be on the Commencement Date, duly executed and delivered by the
Company and (iv) this Agreement constitutes, and each other Transaction
Document upon its execution on behalf of the Company, shall constitute, the
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies. The
Board of Directors of the Company has approved the resolutions (the “Signing
Resolutions”) substantially in the form as set forth as Exhibit C-1
attached hereto to authorize this Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not
been modified or supplemented in any respect other than by the resolutions set
forth in Exhibit C-2
attached hereto regarding the registration statement referred to in
Section 4 hereof. The Company has delivered to the Buyer a true and correct
copy of a unanimous written consent adopting the Signing Resolutions executed by
all of the members of the Board of Directors of the Company. No other approvals
or consents of the Company’s Board of Directors and/or shareholders is necessary
under applicable laws and the Company’s Certificate of Incorporation and/or
Bylaws to authorize the execution and delivery of this Agreement or any of the
transactions contemplated hereby, including, but not limited to, the issuance of
the Commitment Shares and the issuance of the Purchase Shares.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) Capitalization. As of
the date hereof, the authorized capital stock of the Company consists of (i)
300,000,000 shares of Common Stock, of which as of the date hereof,
_165,556,026shares are issued and outstanding, none are held as treasury shares,
of which as of the date hereof none are issued and outstanding. All of such
outstanding shares have been, or upon issuance will be, validly issued and are
fully paid and nonassessable. Except as disclosed in Schedule 3(c) or as
described in the SEC Documents, (i) no shares of the Company’s capital
stock are subject to preemptive rights or any other similar rights or any liens
or encumbrances suffered or permitted by the Company, (ii) there are no
outstanding debt securities, (iii) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company or any of its Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, (iv) there are no agreements or
arrangements under which the Company or any of its Subsidiaries is obligated to
register the sale of any of their securities under the 1933 Act (except the
Registration Rights Agreement), (v) there are no outstanding securities or
instruments of the Company or any of its Subsidiaries which contain any
redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to redeem a security of the Company or any of its
Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities as described in this Agreement and (vii) the Company does
not have any stock appreciation rights or “phantom stock” plans or agreements or
any similar plan or agreement. The Company has furnished to the Buyer true and
correct copies of the Company’s Certificate of Incorporation, as amended and as
in effect on the date hereof (the “Certificate of Incorporation”), and the
Company’s By-laws, as amended and as in effect on the date hereof (the
“By-laws”).  For purposes hereof, disclosure in any schedule attached
hereto shall be deemed to be included in all other schedules without the need
for a cross reference and shall be deemed disclosed for purposes of this
Agreement.   (d) Issuance of
Securities. The Commitment Shares have been duly authorized and, upon
issuance in accordance with the terms hereof, the Commitment Shares shall be
(i) validly issued, fully paid and non-assessable and (ii) free from
all taxes, liens and charges with respect to the issue thereof. Four Million,
five hundred thousand (4,500,000) shares of Common Stock (subject to equitable
adjustment for any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction) have been duly authorized and reserved for
issuance as Commitment Shares. Upon issuance and payment therefore in accordance
with the terms and conditions of this Agreement, the Purchase Shares shall be
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof, with the holders being entitled to
all rights accorded to a holder of Common Stock.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) No Conflicts. Except
as disclosed in Schedule 3(e), the execution, delivery and performance of
the Transaction Documents by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including, without limitation,
the reservation for issuance and issuance of the Purchase Shares) will not
(i) result in a violation of the Certificate of Incorporation, any
Certificate of Designations, Preferences and Rights of any outstanding series of
preferred stock of the Company or the By-laws or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any material Agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, or result
in a violation of any material law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and the rules and
regulations of the Principal Market applicable to the Company or any of its
Subsidiaries) or by which any of its material properties or assets of the
Company or any of its Subsidiaries are bound, except in the case of conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations
under clause (ii), which could not reasonably be expected to result in a
Material Adverse Effect. Except as disclosed in Schedule 3(e), neither the
Company nor its Subsidiaries is in violation of any term of or in default under
its Certificate of Incorporation, any Certificate of Designation, Preferences
and Rights of any outstanding series of preferred stock of the Company or
By-laws or their organizational charter or by-laws, respectively. Except as
disclosed in Schedule 3(e), neither the Company nor any of its Subsidiaries
is in violation of any term of or is in default under any material contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or
order or any statute, rule or regulation applicable to the Company or its
Subsidiaries, except for possible conflicts, defaults, terminations or
amendments which could not reasonably be expected to have a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, ordinance, regulation of
any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the 1933 Act or applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency or any
regulatory or self-regulatory agency in order for it to execute, deliver or
perform any of its obligations under or contemplated by the Transaction
documents in accordance with the terms hereof. Except as disclosed in
Schedule 3(e), all consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence shall be obtained or effected on or prior to the Commencement Date.
Except as listed in Schedule 3(e), since November 17, 2008 the Company has
not received nor delivered any notices or correspondence from or to the
Principal Market. The Principal Market has not commenced any delisting
proceedings against the Company.

     

    (f) SEC Documents; Financial
Statements. Except as disclosed in Schedule 3(f), since _June
30,2009, the Company has timely filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the 1934 Act (the Company’s most recent 10-Q prior to
the date hereof and all exhibits included therein and financial statements and
schedules thereto and documents incorporated by reference therein being
hereinafter referred to as the “SEC Documents”). The SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC (except
as they may have been properly amended), contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The SEC has not
commenced any enforcement proceedings against the Company or any of its
subsidiaries.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g) Absence of Certain
Changes. Except as disclosed in Schedule 3(g), since November 17,
2009, there has been no material adverse change in the business, properties,
operations, financial condition or results of operations of the Company or its
Subsidiaries. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any Bankruptcy Law nor does
the Company or any of its Subsidiaries have any knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy or insolvency
proceedings. The Company is financially solvent and is generally able to pay its
debts as they become due.

     

    (h) Absence of
Litigation. Except as set forth on Schedule 3(h) or in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company, the Common Stock or any of the
Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’
officers or directors in their capacities as such, which could reasonably be
expected to have a Material Adverse Effect. (i) Acknowledgment Regarding
Buyer’s Status. The Company acknowledges and agrees that the Buyer is
acting solely in the capacity of arm’s length purchaser with respect to the
Transaction documents and the transactions contemplated hereby and thereby. The
Company further acknowledges that the Buyer is not acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Buyer or any of its representatives or agents in
connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Buyer’s purchase of the
Securities. (j) No General
Solicitation. Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D
under the 1933 Act) in connection with the offer or sale of the
Securities.

     

     (k) Regulatory Permits.
The Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such Subsidiary has received any written notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit.

     

     (l) Transactions With
Affiliates. Except as set forth on Schedule 3(q) and other than the grant
or exercise of stock options disclosed on Schedule 3(c), none of the
officers, directors, or employees of the Company is presently a party to any
transaction with the Company or any of its Subsidiaries (other than for services
as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has an interest or is an officer,
director, trustee or partner.

     

    4. COVENANTS.

     

    (a) Filing of Form 8-K and
Registration Statement. The Company agrees that it shall, within the time
required under the 1934 Act file a Current Report on Form 8-K disclosing this
Agreement and the transaction contemplated hereby. The Company shall also file
within sixty (60) Calendar Days from the date hereof a new registration
statement covering  the sale of the Commitment Shares and Commitment
Warrants in accordance with the terms of the Registration Rights Agreement
between the Company and the Buyer, dated as of the date hereof (“Registration
Rights Agreement”).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Blue Sky. The Company
shall take such action, if any, as is reasonably necessary in order to obtain an
exemption for or to qualify (i) the initial sale of the Commitment Shares
and any Purchase Shares to the Buyer under this Agreement and (ii) any
subsequent resale of the Commitment Shares and any Purchase Shares by the Buyer,
in each case, under applicable securities or “Blue Sky” laws of the states of
the United States in such states as is reasonably requested by the Buyer from
time to time, and shall provide evidence of any such action so taken to the
Buyer.

     

    (c) Listing. The Company
shall promptly secure the listing of all of the Purchase Shares and Commitment
Shares upon each national securities exchange and automated quotation system, if
any, upon which shares of Common Stock are then listed (subject to official
notice of issuance) and shall maintain, so long as any other shares of Common
Stock shall be so listed, such listing of all such securities from time to time
issuable under the terms of the Transaction Documents. The Company shall
maintain the Common Stock’s authorization for quotation on the Principal Market.
Neither the Company nor any of its Subsidiaries shall take any action that would
be reasonably expected to result in the delisting or suspension of the Common
Stock on the Principal Market. The Company shall promptly make whatever 8-K
announcements that it is required to under SEC rules with respect to the
transaction completed hereby in accordance with the timing requirements of such
rules and regulations and in no event later than the following Business Day,
provide to the Buyer copies of any notices it receives from the Principal Market
regarding the continued eligibility of the Common Stock for listing on such
automated quotation system or securities exchange. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this
Section.

     

    (d) Limitation on Short Sales
and Hedging Transactions. The Buyer agrees that beginning on the date of
this Agreement and ending on the later of (x) the date of termination of this
Agreement as provided in Section 11(k) or (y) so long as the Buyer owes any
Commitment Shares or Purchase Shares, the Buyer and its agents, representatives
and affiliates shall not in any manner whatsoever enter into or effect, directly
or indirectly, any (i) “short sale” (as such term is defined in
Section 242.200 of Regulation SHO of the 1934 Act) of the Common Stock
or any stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock.

     

    (e) Issuance of Commitment
Shares; Limitation on Sales of Commitment Shares. On or before the
closing date, the Company shall pay to the Buyer, as consideration for the Buyer
entering into this Agreement, Four Million Five Hundred Thousand (4,500,000)
commitment shares (the “Initial Commitment Fee”).  The Initial
Commitment Shares shall be issued in certificated form and (subject to
Section 5 hereof) shall bear the following restrictive legend:

     

    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A
CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (g) Confidential
Information. Each party hereto agrees not to disclose any Confidential
Information of the other party to any third party and shall not use the
Confidential Information for any purpose other than in connection with, or in
furtherance of, the transactions contemplated hereby. Each party hereto
acknowledges that the Confidential Information shall remain the property of the
disclosing party and agrees that it shall take all reasonable measures to
protect the secrecy of any Confidential Information disclosed by the other
party.

     

    5. TRANSFER AGENT
INSTRUCTIONS.

     

    On or
before the closing date, the Company shall deliver to the Transfer Agent a
letter in the form as set forth as Exhibit E
attached hereto with respect to the issuance of the Initial Commitment
Shares. On the
Commencement Date, which is the date the registration statement is declared
effective, the Company shall cause any restrictive legend on the Initial
Commitment Shares to be removed and all of the Purchase Shares and Additional
Commitment Shares, to be issued under this Agreement shall be issued without any
restrictive legend unless the Buyer expressly consents otherwise. The Company
shall issue irrevocable instructions to the Transfer Agent, and any subsequent
transfer agent, to issue Purchase Shares in the name of the Buyer for the
Purchase Shares (the “Irrevocable Transfer Agent Instructions”) when payment is
received. The Company warrants to the Buyer that no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section 5, will
be given by the Company to the Transfer Agent with respect to the Purchase
Shares and that the Commitment Shares and the Purchase Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this Agreement and the Registration Rights Agreement subject to the
provisions of Section 4(e) in the case of the Commitment Shares.

     

    6. CONDITIONS
TO THE COMPANY’S RIGHT TO COMMENCE

     

    SALES OF SHARES OF COMMON STOCK UNDER
THIS AGREEMENT.

     

    The right
of the Company hereunder to commence sales of the Purchase Shares is subject to
the satisfaction of each of the following conditions on or before the
Commencement Date (the date that the Company may begin sales):

     

    (a) The
Buyer shall have executed each of the Transaction Documents and delivered the
same to the Company;

     

    (b) A
registration statement covering the sale of all of the Commitment Shares and
Purchase Shares shall have been declared effective under the 1933 Act by the SEC
and no stop order with respect to the registration statement shall be pending by
the SEC; and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c) The
representations and warranties of the Buyer shall be true and correct in all
material respects as of the date when made and as of the Commencement Date as
though made at that time (except for representations and warranties that speak
as of a specific date), and the Buyer shall have performed, satisfied and
complied in all material respects with the mutual covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied
with by the Buyer at or prior to the Commencement Date.

     

    7. CONDITIONS
TO THE BUYER’S OBLIGATION TO MAKE

     

    PURCHASES OF SHARES OF COMMON
STOCK.

     

    The
obligation of the Buyer to buy Purchase Shares under this Agreement is subject
to the satisfaction of each of the following conditions on or before the
Commencement Date (the date that the Company may begin sales) and once such
conditions have been initially satisfied, there shall not be any ongoing
obligation to satisfy such conditions after the Commencement has occurred:
(a) The Company shall have executed each of the Transaction Documents and
delivered the same to the Buyer;

     

    (b) The
Company shall have issued to the Buyer the Initial Commitment Shares and
Warrants and shall have removed the restrictive transfer legend from the
certificate representing the Initial Commitment Shares within a reasonable time.
The Company shall have assisted the Seller with all aspects of the “share
deposit process” at its brokerage firm, including, but not limited to, providing
legal opinions and indemnification letters to the extent lawful and permitted
under applicable laws and regulations at the time.

     

    (c) The
Common Stock shall be authorized for quotation on the Principal Market, trading
in the Common Stock shall not have been within the last 365 days suspended
by the SEC or the Principal Market and the Purchase Shares and the Commitment
Shares shall be approved for listing upon the Principal Market;

     

    (d) The
Buyer shall have received the opinions of the Company’s legal counsel dated as
of the Commencement Date substantially in the form of Exhibit A attached hereto;

     

    (e) The
representations and warranties of the Company set forth herein shall be true and
correct in all material respects  as of the date when made and as of
the Commencement Date as though made at that time (except for representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Commencement Date. The Buyer shall have
received a certificate, executed by the CEO, President or CFO of the Company,
dated as of the Commencement Date, to the foregoing effect in the form attached
hereto as Exhibit B;

     

    (f) The
Board of Directors of the Company shall have adopted resolutions in the form
attached hereto as Exhibit C
which shall be in full force and effect without any amendment or supplement
thereto as of the Commencement Date;

     

    (g) As
of the Commencement Date, the Company shall have reserved out of its authorized
and unissued Common Stock, solely for the purpose of effecting purchases of
Purchase Shares hereunder, 18,000,000 shares of Common Stock: This shall be for
the Commitment Shares and warrants and the remaining shares for the Stock
Purchase Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (h) The
Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall
have been delivered to and acknowledged in writing by the Company and the
Company’s Transfer Agent;

     

    (i) The
Company shall have delivered to the Buyer a certificate evidencing the
incorporation and good standing of the Company in the State of Nevada issued by
the Secretary of State of the State of Nevada as of a date within ten
(10) Business Days of the Commencement Date;

     

    (j) The
Company shall have delivered to the Buyer a secretary’s certificate executed by
the Secretary of the Company, dated as of the Commencement Date, in the form
attached hereto as Exhibit D;

     

    (k) A
registration statement covering the sale of all of the Commitment Shares and
Purchase Shares shall have been declared effective under the 1933 Act by the SEC
and no stop order with respect to the registration statement shall be pending by
the SEC. The Company shall have prepared and delivered to the Buyer a final and
complete form of prospectus, dated and current as of the Commencement Date, to
be used by the Buyer in connection with any sales of any Commitment Shares or
any Purchase Shares, and to be filed by the Company one Business Day after the
Commencement Date. The Company shall have made all filings under all applicable
federal and state securities laws necessary to consummate the issuance of the
Commitment Shares and the Purchase Shares pursuant to this Agreement in
compliance with such laws;

     

    (l) The
purchase will not cause the Buyer to own 9.9% of the outstanding shares thus
being an “Insider.”.

     

    (m) The
amount is not more than 15% of the previous month’s volume.

     

    (n) The
Stock is able to be deposited in the Buyers brokerage Account, (i.e., the price
is not below a penny. There is no DTC “chill” or equivalent on the
stock.

     

    8. EVENTS OF
DEFAULT.

     

    An “Event
of Default” shall be deemed to have occurred at any time as any of the following
events occurs:

     

    (a) while
the registration statement is required to be maintained effective pursuant to
the terms of the Registration Rights Agreement, the effectiveness of such
registration statement lapses for any reason (including, without limitation, the
issuance of a stop order) or is unavailable to the Buyer for sale of all of the
Registrable Securities (as defined in the Registration Rights Agreement) in
accordance with the terms of the Registration Rights Agreement, and such lapse
or unavailability continues for a period of ten (10) consecutive Business
Days or for more than an aggregate of thirty (30) Business Days in any
365-day period;

     

    (b) the
suspension from trading or failure of the Common Stock to be listed on the
Principal Market for a period of three (3) consecutive Business
Days;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c) the
delisting of the Company’s Common Stock from the Principal Market, provided,
however, that the Common Stock is not immediately thereafter trading on the New
York Stock Exchange, the Nasdaq Global Market, the OTC Bulletin Board, or the
NYSE Alternext US;

     

    (d) the
failure for any reason by the Transfer Agent to issue Purchase Shares to the
Buyer within five (5) Business Days after the applicable Purchase Date
which the Buyer is entitled to receive;

     

    (e) the
Company breaches any representation, warranty, covenant or other term or
condition under any Transaction Document if such breach could have a Material
Adverse Effect and except, in the case of a breach of a covenant which is
reasonably curable, only if such breach continues for a period of at least
twenty (20) Business Days;

     

    (f) if
any Person commences a proceeding against the Company pursuant to or within the
meaning of any Bankruptcy Law, and such proceeding shall not have been stayed or
dismissed within sixty (60) days after commencement thereof;

     

    (g) if
the Company pursuant to or within the meaning of any Bankruptcy Law;
(A) commences a voluntary case, (B) consents to the entry of an order
for relief against it in an involuntary case, (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property, (D) makes a general assignment for the benefit of its creditors,
(E) becomes insolvent, or (F) is generally unable to pay its debts as
the same become due;

     

    (h) a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian of the Company or for all or substantially all of
its property, or (C) orders the liquidation of the Company or any
Subsidiary;

     

    (i) [Intentionally
Omitted]

     

    In
addition to any other rights and remedies under applicable law and this
Agreement, including the Buyer termination rights under Section 11(k) hereof, so
long as an Event of Default has occurred and is continuing, or if any event
which, after notice and/or lapse of time, would become an Event of Default, has
occurred and is continuing, or so long as the Purchase Price is below the
Purchase Price Floor, the Buyer shall not be permitted or obligated to purchase
any shares of Common Stock under this Agreement. If pursuant to or within the
meaning of any Bankruptcy Law, the Company commences a voluntary case or any
Person commences a proceeding against the Company, a Custodian is appointed for
the Company or for all or substantially all of its property, or the Company
makes a general assignment for the benefit of its creditors, (any of which would
be an Event of Default as described in Sections 9(f), 9(g) and 9(h) hereof)
this Agreement shall automatically terminate without any liability or payment to
the Company without further action or notice by any Person. No such termination
of this Agreement under Section 11(k)(i) shall affect the Company’s or the
Buyer’s obligations under this Agreement with respect to pending purchases and
the Company and the Buyer shall complete their respective obligations with
respect to any pending purchases under this Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    9. CERTAIN DEFINED
TERMS.

     

    For
purposes of this Agreement, the following terms shall have the following
meanings:

     

    (a) “1933
Act” means the Securities Act of 1933, as amended.

     

    (b) “Available
Amount” means initially Seven Million Five Hundred Thousand Dollars ($7,500,000)
in the aggregate which amount shall be reduced by the Purchase Amount each time
the Buyer purchases shares of Common Stock pursuant to Section 1
hereof.

     

    (c) “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.

     

    (d) “Base
Purchase Notice” shall mean an irrevocable written notice from the Company to
the Buyer directing the Buyer to buy up to the Purchase Amount in Purchase
Shares as specified by the Company therein at the applicable Purchase Price on
the Purchase Date.

     

     (e) “Business
Day” means any day on which the Principal Market is open for trading including
any day on which the Principal Market is open for trading for a period of time
less than the customary time.

     

    (f) “Closing
Sale Price” means, for any security as of any date, the last closing trade price
for such security on the Principal Market as reported by the Principal Market,
or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing trade price of such security on the
principal securities exchange or trading market where such security is listed or
traded as reported by the Principal Market.

     

    (g) “Confidential
Information” means any information disclosed by either party to the other party,
either directly or indirectly, in writing, orally or by inspection of tangible
objects (including, without limitation, documents, prototypes, samples, plant
and equipment), which
is designated as
“Confidential,” “Proprietary” or some similar designation reasonably expected to
be confidential. Information communicated orally shall be considered
Confidential Information if such information is confirmed in writing as being
Confidential Information within ten (10) Business Days after the initial
disclosure. Confidential Information may also include information disclosed to a
disclosing party by third parties. Confidential Information shall not, however,
include any information which (i) was publicly known and made generally
available in the public domain prior to the time of disclosure of the
Confidential Information by the disclosing party; (ii) becomes publicly
known and made generally available after disclosure by the disclosing party to
the receiving party through no action or inaction of the receiving party;
(iii) is already in the possession of the receiving party at the time of
disclosure by the disclosing party as shown by the receiving party’s files and
records immediately prior to the time of disclosure; (iv) is obtained by
the receiving party from a third party without a breach of such third party’s
obligations of confidentiality to the knowledge of the receiving party;
(v) is independently developed by the receiving party without use of or
reference to the disclosing party’s Confidential Information, as shown by
documents and other competent evidence in the receiving party’s possession; or
(vi) is required by law to be disclosed by the receiving party, provided
that the receiving party gives the disclosing party prompt written notice of
such requirement if legal and prior to such reasonable disclosure and assistance
if a protection order is sought and at the expense of the receiving
party  in obtaining an order protecting the information from public
disclosure.

     

    (h) “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i) “Maturity
Date” means the date that is 24 months from the Commencement Date.

     

    (j) “Monthly
Period” means each successive 20 Business Day period commencing with the
Commencement Date.

     

    (k) “Person”
means an individual or entity including any limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

     

    (l) “Principal
Market” means the Nasdaq Capital Market; provided however, that in the event the
Company’s Common Stock is ever listed or traded on the Nasdaq Global Market, the
OTC Bulletin Board, the New York Stock Exchange or the NYSE Alternext US, than
the “Principal Market” shall mean such other market or exchange on which the
Company’s Common Stock is then listed or traded.

     

    (m) “Purchase
Amount” means, with respect to any particular purchase made hereunder, the
portion of the Available Amount to be purchased by the Buyer pursuant to
Section 1 hereof as set forth in a valid Base Purchase Notice or a valid
Block Purchase Notice which the Company delivers to the Buyer.

     

    (n) “Purchase
Date” means with respect to any particular purchase made hereunder, the Business
Day after receipt by the Buyer of a valid Base Purchase Notice or a valid Block
Purchase Notice that the Buyer is to buy Purchase Shares pursuant to
Section 1 hereof.

     

    (o) “Purchase
Price” means the lower of the arithmetic average of the three (3) lowest
Closing Bid Prices for the Common Stock during the twenty (20) consecutive
Business Days ending on the Business Day immediately preceding such Purchase
Date (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction).

     

    (p) “Sale
Price” means, any trade price for the shares of Common Stock on the Principal
Market as reported by the Principal Market.

     

    (q) “SEC”
means the United States Securities and Exchange Commission.

     

    (r) “Transfer
Agent” means the transfer agent of the Company as set forth in Section 11(f)
hereof or such other person who is then serving as the transfer agent for the
Company in respect of the Common Stock.

     

    10. MISCELLANEOUS.

     

    (a) Governing Law; Jurisdiction;
Jury Trial. THE CORPORATE LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL
ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS SHAREHOLDERS. ALL
OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
MICHIGAN OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR UNDER THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION HEREWITH OR
THEREWITH, OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND
HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL
BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED
BY LAW. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b) Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile signature.

     

    (c) Headings. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     

    (d) Severability. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

     

    (e) Entire Agreement.
This Agreement  supersedes all other prior oral or written agreements
between the Buyer, the Company, their affiliates and persons acting on their
behalf with respect to the matters discussed herein, and this Agreement, the
other Transaction Documents and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the
Company nor the Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. The Company acknowledges and agrees
that is has not relied on, in any manner whatsoever, any representations or
statements, written or oral, other than as expressly set forth in this
Agreement.  (f) Notices. Any notices,
consents or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt when delivered personally; (ii) upon
receipt when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              If
      to the Buyer:

            	 
      	 
      
	
              Bodie
      Investment Group, Inc

            
	
              25900
      Greenfield Suite 102

            
	
              Oak
      Park, MI 48237

              Fax:
      (248)-569-9176

            	 
      	 
      


    

    


    
      	 
      	 
      	 
      
	
              If
      to the Company:

              Marani
      Brands, Inc.

              13152
      Raymer Street

              Suite
      1A

              North
      Hollywood, CA 91605

              Telephone:  (818)
      503-5200

              Facsimile:   (818)
      503-4478

              Attention:   Margrit
      Eyraud

              President
      and Chief Executive Officer

               

            


    

     

    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date, and
recipient facsimile number or (C) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above,
respectively.

     

    (g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns. The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Buyer, including by merger or consolidation. The Buyer
may not assign its rights or obligations under this Agreement.

     

    (h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.

     

    (i) Publicity. The Buyer
shall have the right to approve before issuance any press release, SEC filing or
any other public disclosure made by or on behalf of the Company whatsoever with
respect to, in any manner, the Buyer, its purchases hereunder or any aspect of
this Agreement or the transactions contemplated hereby; provided, however, that the
Company shall be entitled, without the prior approval of the Buyer, to make any
press release or other public disclosure (including any filings with the SEC)
with respect to such transactions as is required by applicable law and
regulations so long as the Company and its counsel provide the Buyer in
connection with any such press release or other public disclosure at least one
(1) Business Day prior to its release. The Company agrees and acknowledges
that its failure to fully comply with this provision constitutes a material
adverse effect on its ability to perform its obligations under this
Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (j) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated
hereby.

     

    (k) Termination. This
Agreement may be terminated as follows:

     

    (i) By
the Buyer any time an Event of Default exists without any liability or payment
to the Company. However, if pursuant to or within the meaning of any Bankruptcy
Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or
substantially all of its property, or the Company makes a general assignment for
the benefit of its creditors, (any of which would be an Event of Default as
described in Section 8 this Agreement shall automatically terminate without
any liability or payment to the Company without further action or notice by any
Person. No such termination of this Agreement under this Section 10 shall
affect the Company’s or the Buyer’s obligations under this Agreement with
respect to pending purchases and the Company and the Buyer shall complete their
respective obligations with respect to any pending purchases under this
Agreement.

     

    (ii) In
the event that the Commencement shall not have occurred, the Company shall have
the option to terminate this Agreement for any reason or for no reason without
any liability whatsoever of any party to any other party under this
Agreement.

     

    (iii) In
the event that the Commencement shall not have occurred on or before March 18
February 1st,  2010 due to the failure to satisfy the conditions set
forth in Sections 6 and 7 above with respect to the Commencement, the non
breaching party shall have the option to terminate this Agreement at the close
of business on such date or thereafter without liability of any party to any
other party.

     

    (iv) At
any time after the Commencement Date, the Company shall have the option to
terminate this Agreement for any reason or for no reason by delivering notice (a
“Company Termination Notice”) to the Buyer electing to terminate this Agreement
without any liability whatsoever of any party to any other party under this
Agreement. The Company Termination Notice shall not be effective until one
(1) Business Day after it has been received by the Buyer.

     

    (v) This
Agreement shall automatically terminate on the date that the Company sells and
the Buyer purchases the full Available Amount as provided herein, without any
action or notice on the part of any party and without any liability whatsoever
of any party to any other party under this Agreement.

     

    (vi) If
by the Maturity Date for any reason or for no reason the full Available Amount
under this Agreement has not been purchased as provided for in Section 1 of
this Agreement, this Agreement shall automatically terminate on the Maturity
Date, without any action or notice on the part of any party and without any
liability whatsoever of any party to any other party under this
Agreement.

     

    Any
termination of this Agreement pursuant to this Section 10(k) shall be effected
by written notice from the Company to the Buyer, or the Buyer to the Company, as
the case may be, setting forth the basis for the termination hereof. The
representations and warranties of the Company and the Buyer contained in
Sections 2, 3 and 5 hereof, the indemnification provisions set forth in
Section 8 hereof and the agreements and covenants set forth in
Section 10, shall survive the Commencement and any termination of this
Agreement.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (l) No Financial Advisor,
Placement Agent, Broker or Finder. The Company represents and warrants to
the Buyer that it has not engaged any financial advisor, placement agent, broker
or finder in connection with the transactions contemplated hereby. The Buyer
represents and warrants to the Company that it has not engaged any financial
advisor, placement agent, broker or finder in connection with the transactions
contemplated hereby. The Company shall be responsible for the payment of any
fees or commissions, if any, of any financial advisor, placement agent, broker
or finder relating to or arising out of the transactions contemplated hereby.
The Company shall pay, and hold the Buyer harmless against, any liability, loss
or expense (including, without limitation, attorneys’ fees and out of pocket
expenses) arising in connection with any such claim.

     

    (m) No Strict
Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party.

     

    (n) Remedies, Other Obligations,
Breaches and Injunctive Relief. The Buyer’s remedies provided in this
Agreement shall be cumulative and in addition to all other remedies available to
the Buyer under this Agreement, at law or in equity (including a decree of
specific performance and/or other injunctive relief), no remedy of the Buyer
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy and nothing herein shall limit the Buyer’s right to
pursue actual damages for any failure by the Company to comply with the terms of
this Agreement. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Buyer shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required.

     

    (o) Enforcement Costs.
If: (i) this Agreement is placed by the Buyer in the hands of an attorney
for enforcement or is enforced by the Buyer through any legal proceeding; or
(ii) an attorney is retained to represent the Buyer in any other proceedings
whatsoever in connection with this Agreement, then the Company shall pay to the
Buyer, as incurred by the Buyer, all reasonable costs and expenses including
attorneys’ fees incurred in connection therewith, in addition to all other
amounts due hereunder if Buyer prevails in such proceedings.

     

    (p) Failure or Indulgence Not
Waiver. No failure or delay in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

    * * * *
*

    


    


    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


     

    IN WITNESS WHEREOF, the Buyer
and the Company have caused this Common Stock Purchase Agreement to be duly
executed as of the date first written above.

     

    THE
COMPANY:

     

     

    MARANI
BRANDS INC.

     

     

    By:
__________________________

    Name:  Margrit
Eyraud

    Title:    Chief
Executive Officer

     

     

    BUYER:

     

     

    BODIE INVESTMENT GROUP
INC.

     

     

    By: /s/ Jack
Bodenstein

    Name:
Jack Bodenstein

    Title:
President

     

     

    
      	 
      	 
      	 
      	 
	 
      	 
      	
              SCHEDULES

            	 
	
              Schedule 3(a)

              Schedule 3(c)

              Schedule 3(e)

              Schedule 3(f)

              Schedule 3(g)

              Schedule 3(h)

              Schedule 3(m)

              Schedule 3(q)

            	 
      	
              Subsidiaries

              Capitalization

              Conflicts

              1934
      Act Filings

              Material
      Changes

              Litigation

               

              Liens

              Certain
      Transactions

            	 


    

     

    EXHIBITS

     

    
      	 
      	 
      	 
      
	
              Exhibit A

              Exhibit B

              Exhibit C

              Exhibit D

              Exhibit E

            	 
      	
              Form
      of Company Counsel Opinion

              Form
      of Officer’s Certificate

              Form
      of Resolutions of Board of Directors of the Company

              Form
      of Secretary’s Certificate

              Form
      of Letter to Transfer Agent

            


    

     

    


     

     

    February 1 ,2010

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
A

     

     

    FORM OF COMPANY COUNSEL
OPINION

     

     

    Capitalized
terms used herein but not defined herein, have the meaning set forth in the
Common Stock Purchase Agreement. Based on the foregoing, and subject to the
assumptions and qualifications set forth herein, we are of the opinion
that:

     

    1. The
Company is a corporation existing and in good standing under the laws of the
State of Nevada. The Company is qualified to do business as a foreign
corporation and is in good standing in the States of Nevada.

     

    2. The
Company has the corporate power to execute and deliver, and perform its
obligations under, each Transaction Document to which it is a party. The Company
has the corporate power to conduct its business as, to the best of our
knowledge, it is now conducted, and to own and use the properties owned and used
by it.

     

    3. The
execution, delivery and performance by the Company of the Transaction Documents
to which it is a party have been duly authorized by all necessary corporate
action on the part of the Company. The execution and delivery of the Transaction
Documents by the Company, the performance of the obligations of the Company
thereunder and the consummation by it of the transactions contemplated therein
have been duly authorized and approved by the Company’s Board of Directors and
no further consent, approval or authorization of the Company, its Board of
Directors or its stockholders is required. The Transaction Documents to which
the Company is a party have been duly executed and delivered by the Company and
are the valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
liquidation or similar laws relating to, or affecting creditor’s rights and
remedies.

     

    4. The
execution, delivery and performance by the Company of the Transaction Documents,
the consummation by the Company of the transactions contemplated thereby
including the offering, sale and issuance of the Commitment Shares, and the
Purchase Shares in accordance with the terms and conditions of the Common Stock
Purchase Agreement, and fulfillment and compliance with terms of the Transaction
Documents, does not and shall not: (i) conflict with, constitute a breach
of or default (or an event which, with the giving of notice or lapse of time or
both, constitutes or could constitute a breach or a default), under (a) the
Certificate of Incorporation or the Bylaws of the Company, (b) any material
agreement, note, lease, mortgage, deed or other material instrument to which to
our knowledge the Company is a party, (ii) result in any violation of any
statute, law, rule or regulation applicable to the Company, or (iii) to our
knowledge, violate any order, writ, injunction or decree applicable to the
Company or any of its subsidiaries.

     

    5. The
issuance of the Purchase Shares, and Commitment Shares pursuant to the terms and
conditions of the Transaction Documents has been duly authorized and the
Commitment Shares are validly issued, fully paid and non-assessable, to our
knowledge, free of all taxes, liens, charges, restrictions, rights of first
refusal of Common Stock have been properly reserved for issuance under the
Common Stock Purchase Agreement. When issued and paid for in accordance with the
Common Stock Purchase Agreement, the Purchase Shares shall be validly issued,
fully paid and non-assessable, to our knowledge, free of all taxes, liens,
charges, restrictions, rights of first refusal and preemptive
rights.  When issued in accordance with the Common Stock Purchase
Agreement, the Additional Commitment Shares shall be validly issued, fully paid
and non-assessable To our knowledge, the execution and delivery of the
Registration Rights Agreement do not, and the performance by the Company of its
obligations thereunder shall not, give rise to any rights of any other person
for the registration under the 1933 Act of any shares of Common Stock or other
securities of the Company which have not been waived.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    6. Assuming
the accuracy of the representations and your compliance with the covenants made
by you in the Transaction Documents, the offering, sale and issuance of the
Commitment Shares to you pursuant to the Transaction Documents is exempt from
registration under the 1933 Act and the securities laws and regulations of the
States of Michigan and Nevada

     

    7. Other
than that which has been obtained and completed prior to the date hereof, no
authorization, approval, consent, filing or other order of any federal or state
governmental body, regulatory agency, or stock exchange or market, or any court,
or, to our knowledge, any third party is required to be obtained by the Company
to enter into and perform its obligations under the Transaction Documents or for
the Company to issue and sell the Purchase Shares as contemplated by the
Transaction Documents.

     

    8. The
Common Stock is registered pursuant to Section 12(b) of the 1934
Act.

     

    We
further advise you that to our knowledge, except as disclosed on Schedule 3(h)
in the Common Stock Purchase Agreement, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or body, any
governmental agency, any stock exchange or market, or self-regulatory
organization, which has been threatened in writing or which is currently pending
against the Company, any of its subsidiaries.

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
B

     

     

    FORM OF OFFICER’S
CERTIFICATE

     

     

    This
Officer’s Certificate (“Certificate”) is being
delivered pursuant to Section 7(e) of that certain Common Stock Purchase
Agreement dated as of   February 1,
2010    , (“Common Stock Purchase
Agreement”), by and between MARANI BRANDS, INC, a Nevada
corporation (the “Company”), and BODIE INVESTMENT GROUP INC
(the “Buyer”).
Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Common Stock Purchase Agreement.

     

    The
undersigned,  Margrit Eyraud
 , of the Company, hereby certifies as follows:

     

    1. I am
the Chief Executive
Officer and President   of the Company and make the statements
contained in this Certificate;

     

    2. The
representations and warranties of the Company are true and correct in all
material respects (except to the extent that any of such representations and
warranties is already qualified as to materiality in Section 3 of the
Common Stock Purchase Agreement, in which case, such representations and
warranties are true and correct without further qualification) as of the date
when made and as of the Commencement Date as though made at that time (except
for representations and warranties that speak as of a specific
date);

     

    3. The
Company has performed, satisfied and complied in all material respects with
covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the
Commencement Date.

     

    4. The
Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or
any of its Subsidiaries have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy or insolvency proceedings.
The Company is financially solvent and is generally able to pay its debts as
they become due.

     

    IN
WITNESS WHEREOF, I have hereunder signed my name on this       
day of       .

     

    _____________________________

    Name:
Margrit Eyraud

    Title:   Chief
Executive Officer

     

    The
undersigned as Secretary of       ,
a       
corporation, hereby certifies that      is
the duly elected, appointed, qualified and acting       
of       
and that the signature appearing above is his genuine signature.

     

    ___________________________

    Secretary

    Name:  Ara
Zartarian

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
C-1

     

     

    FORM
OF COMPANY RESOLUTIONS

    FOR SIGNING PURCHASE
AGREEMENT

     

     

    UNANIMOUS
WRITTEN CONSENT OF

    MARANI BRANDS
INC.

     

     

    The
undersigned, being all of the directors of MARANI BRANDS, INC., a Nevada
corporation (the “Corporation”), do hereby consent to and adopt the following
resolutions as the action of the Board of Directors for and on behalf of the
Corporation and hereby direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors:

     

    WHEREAS,
there has been presented to the Board of Directors of the Corporation a draft of
the Common Stock Purchase Agreement (the “Purchase Agreement”) by and between
the Corporation and Bodie Investment Group, Inc. (“Bodie”), providing for the
purchase by Bodie of up to Seven Million Five Hundred Thousand Dollars
($7,500,000) of the Corporation’s common stock, no par value (the “Common
Stock”); and

     

    WHEREAS,
after careful consideration of the Purchase Agreement, the documents incident
thereto and other factors deemed relevant by the Board of Directors, the Board
of Directors has determined that it is advisable and in the best interests of
the Corporation to engage in the transactions contemplated by the Purchase
Agreement, including, but not limited to, the issuance of
Four  Million Five hundred thousand (4,500,000) shares of Common Stock
to Bodie as an initial commitment fee (the “Initial Commitment Shares”) and the
sale of shares of Common Stock to Bodie up to the available amount under the
Purchase Agreement (the “Purchase Shares”).

     

    Transaction
Documents

     

    NOW,
THEREFORE, BE IT RESOLVED, that the transactions described in the Purchase
Agreement are hereby approved and  Margrit Eyraud Chief
Executive officer Chairman, and Ara Zartarian Secretary
      (the “Authorized Officers”) are severally
authorized to execute and deliver the Purchase Agreement, and any other
agreements or documents contemplated thereby including, without limitation, a
registration rights agreement (the “Registration Rights Agreement”) providing
for the registration of the shares of the Company’s Common Stock issuable in
respect of the Purchase Agreement on behalf of the Corporation, with such
amendments, changes, additions and deletions as the Authorized Officers may deem
to be appropriate and approve on behalf of, the Corporation, such approval to be
conclusively evidenced by the signature of an Authorized Officer thereon;
and

     

    FURTHER
RESOLVED, that the terms and provisions of the Registration Rights Agreement by
and among the Corporation and Fusion are hereby approved and the Authorized
Officers are authorized to execute and deliver the Registration Rights Agreement
(pursuant to the terms of the Purchase Agreement), with such amendments,
changes, additions and deletions as the Authorized Officer may deem appropriate
and approve on behalf of, the Corporation, such approval to be conclusively
evidenced by the signature of an Authorized Officer thereon; and

     

    FURTHER
RESOLVED, that the terms and provisions of the Form of Transfer Agent
Instructions (the “Instructions”) are hereby approved and the Authorized
Officers are authorized to execute and deliver the Instructions (pursuant to the
terms of the Purchase Agreement), with such amendments, changes, additions and
deletions as the Authorized Officers may deem appropriate and approve on behalf
of, the Corporation, such approval to be conclusively evidenced by the signature
of an Authorized Officer thereon; and

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    Execution of Purchase
Agreement

     

     

    FURTHER
RESOLVED, that the Corporation be and it hereby is authorized to execute the
Purchase Agreement providing for the purchase of common stock of the Corporation
having an aggregate value of up to $7,500,000; and

     

    Issuance
of Common Stock

     

    FURTHER
RESOLVED, that the Corporation is hereby authorized to issue  Four
Million Five hundred thousand (4,500,000) shares of Common Stock and Twelve
Million Five hundred thousand (12,500,000) Warrants to Bodie Investment Group as
Initial Commitment Shares and that upon issuance of the Initial Commitment
Shares pursuant to the Purchase Agreement, the Initial Commitment Shares shall
be duly authorized, validly issued, fully paid and nonassessable with no
personal liability attaching to the ownership thereof; and

     

    FURTHER
RESOLVED, that the Corporation is hereby authorized to issue shares of Common
Stock upon the purchase of Purchase Shares up to the available amount under the
Purchase Agreement in accordance with the terms of the Purchase Agreement and
that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement,
the Purchase Shares will be duly authorized, validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership thereof;
and

     

    FURTHER
RESOLVED, that the Corporation shall initially reserve 40,000,000 shares of
Common Stock for issuance as Purchase Shares under the Purchase
Agreement.

     

    Approval of
Actions

     

    FURTHER
RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and
each of them hereby is, authorized and directed to proceed on behalf of the
Corporation and to take all such steps as deemed necessary or appropriate, with
the advice and assistance of counsel, to cause the Corporation to consummate the
agreements referred to herein and to perform its obligations under such
agreements; and

     

    FURTHER
RESOLVED, that the Authorized Officers be, and each of them hereby is,
authorized, empowered and directed on behalf of and in the name of the
Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Corporation in connection with the transactions contemplated by the
agreements described herein are hereby approved, ratified and confirmed in all
respects.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Board of Directors has executed and delivered this Consent
effective as of 1st day
of February, 2010.

     

    


    _______________________________

    Margrit
Eyraud

    


    


    _______________________________

    Ani
Kevorkian

    


    


    _______________________________

     

    Ara
Zartarian

     

     

    being all
of the directors of MARANI
BRANDS, INC.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C-2

     

     

    FORM
OF COMPANY RESOLUTIONS APPROVING REGISTRATION STATEMENT

     

     

    UNANIMOUS
WRITTEN CONSENT OF

    MARANI
BRANDS, INC.

     

     

    The
undersigned, being all of the directors of MARANI BRANDS, INC., a Nevada
corporation (the “Corporation”), do hereby consent to and adopt the following
resolutions as the action of the Board of Directors for and on behalf of the
Corporation and hereby direct that this Consent be filed with the minutes of the
proceedings of the Board of Directors.

     

    WHEREAS,
there has been presented to the Board of Directors of the Corporation a Common
Stock Purchase Agreement (the “Purchase Agreement”) by and among the Corporation
and Bodie Investment Group, Inc. (“Bodie”), providing for the purchase by Bodie
of up to Seven Million Five Hundred Thousand Dollars ($7,500,000) of the
Corporation’s common stock, par value, $0.001 per share (the “Common Stock”);
and

     

    WHEREAS,
after careful consideration of the Purchase Agreement, the documents incident
thereto and other factors deemed relevant by the Board of Directors, the Board
of Directors has approved the Purchase Agreement and the transactions
contemplated thereby and the Company has executed and delivered the Purchase
Agreement to Bodie; and

     

    WHEREAS,
in connection with the transactions contemplated pursuant to the Purchase
Agreement, the Company has agreed to file a registration statement with the
Securities and Exchange Commission (the “Commission”) registering the Commitment
Shares (as defined in the Purchase Agreement) and the Purchase Shares (as herein
defined in the Purchase Agreement) and to list the Commitment Shares and
Purchase Shares on the Nasdaq Capital Market;

     

    WHEREAS,
the management of the Corporation has prepared an initial draft of a
Registration Statement on Form S-1, or equivalent  (the “Registration
Statement”) in order to register the sale of the Purchase Shares, and the
Commitment Shares (collectively, the “Shares”); and

     

    WHEREAS,
the Board of Directors has determined to approve the Registration Statement and
to authorize the appropriate officers of the Corporation to take all such
actions as they may deem appropriate to affect the offering.

     

    NOW,
THEREFORE, BE IT RESOLVED, that the officers and directors of the Corporation
be, and each of them hereby is, authorized and directed, with the assistance of
counsel and accountants for the Corporation, to prepare, execute and file with
the Commission the Registration Statement, which Registration Statement shall be
filed substantially in the form presented to the Board of Directors, with such
changes therein as the Chief Executive Officer of the Corporation or any Vice
President of the Corporation shall deem desirable and in the best interest of
the Corporation and its shareholders (such officer’s execution thereof including
such changes shall be deemed to evidence conclusively such determination);
and

     

    FURTHER
RESOLVED, that the officers of the Corporation be, and each of them hereby is,
authorized and directed, with the assistance of counsel and accountants for the
Corporation, to prepare, execute and file with the Commission all amendments,
including post-effective amendments, and supplements to the Registration
Statement, and all certificates, exhibits, schedules, documents and other
instruments relating to the Registration Statement, as such officers shall deem
necessary or appropriate (such officer’s execution and filing thereof shall be
deemed to evidence conclusively such determination); and

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    FURTHER
RESOLVED, that the execution of the Registration Statement and of any amendments
and supplements thereto by the officers and directors of the Corporation be, and
the same hereby is, specifically authorized either personally or by the
Authorized Officers as such officer’s or director’s true and lawful
attorneys-in-fact and agents; and

     

    FURTHER
RESOLVED, that the Authorized Officers are hereby designated as “Agent for
Service” of the Corporation in connection with the Registration Statement and
the filing thereof with the Commission, and the Authorized Officers hereby are
authorized to receive communications and notices from the Commission with
respect to the Registration Statement; and

     

    FURTHER
RESOLVED, that the officers of the Corporation be, and each of them hereby is,
authorized and directed to pay all fees, costs and expenses that may be incurred
by the Corporation in connection with the Registration Statement;
and

     

    FURTHER
RESOLVED, that it is desirable and in the best interest of the Corporation that
the Shares be qualified or registered for sale in various states; that the
officers of the Corporation be, and each of them hereby is, authorized to
determine the states in which appropriate action shall be taken to qualify or
register for sale all or such part of the Shares as they may deem advisable;
that said officers be, and each of them hereby is, authorized to perform on
behalf of the Corporation any and all such acts as they may deem necessary or
advisable in order to comply with the applicable laws of any such states, and in
connection therewith to execute and file all requisite papers and documents,
including, but not limited to, applications, reports, surety bonds, irrevocable
consents, appointments of attorneys for service of process and resolutions; and
the execution by such officers of any such paper or document or the doing by
them of any act in connection with the foregoing matters shall conclusively
establish their authority therefore from the Corporation and the approval and
ratification by the Corporation of the papers and documents so executed and the
actions so taken; and

     

    FURTHER
RESOLVED, that if, in any state where the securities to be registered or
qualified for sale to the public, or where the Corporation is to be registered
in connection with the public offering of the Shares, a prescribed form of
resolution or resolutions is required to be adopted by the Board of Directors,
each such resolution shall be deemed to have been and hereby is adopted, and the
Secretary is hereby authorized to certify the adoption of all such resolutions
as though such resolutions were now presented to and adopted by the Board of
Directors; and

     

    FURTHER
RESOLVED, that the officers of the Corporation with the assistance of counsel
be, and each of them hereby is, authorized and directed to take all necessary
steps and do all other things necessary and appropriate to effect the listing of
the Shares on the Nasdaq Capital Market.

     

    Approval
of Actions

     

    FURTHER
RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and
each of them hereby is, authorized and directed to proceed on behalf of the
Corporation and to take all such steps as are deemed necessary or appropriate,
with the advice and assistance of counsel, to cause the Corporation to take all
such action referred to herein and to perform its obligations incident to the
registration, listing and sale of the Shares; and

     

     

    FURTHER
RESOLVED, that the Authorized Officers be, and each of them hereby is,
authorized, empowered and directed on behalf of and in the name of the
Corporation, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Corporation in connection with the transactions contemplated by the
agreements described herein are hereby approved, ratified and confirmed in all
respects.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Board of Directors has executed and delivered this Consent
effective as of February 1st,
2010.

     

    


    _______________________________

    Margrit
Eyraud

    


    


    _______________________________

    Ani
Kevorkian

    


    


    _______________________________

     

    Ara
Zartarian

     

     

    


     

     

    being all
of the directors of MARANI
BRANDS, INC.

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

     

    FORM OF SECRETARY’S
CERTIFICATE

     

     

    This
Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section
7(k) of that certain Common Stock Purchase Agreement dated as of
_February  011, 2010____, (“Common Stock Purchase Agreement”), by and
between MARANI BRANDS,
INC., a Nevada corporation (the “Company”), and BODIE INVESTMENT GROUP, INC.
(the “Buyer”), pursuant to which the Company may sell to the Buyer up to
Seven Million Five Hundred Thousand Dollars ($7,500,000) of the Company’s Common
Stock, par value $0.001 per share, (the “Common Stock”). Terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Common
Stock Purchase Agreement.

     

     

    The
undersigned,  Ara
Zartarian , Secretary of the Company, hereby certifies as
follows:

     

     

    1. I am
the Secretary of the Company and make the statements contained in this
Secretary’s Certificate.

     

     

    2.
Attached hereto as Exhibit A and
Exhibit B
are true, correct and complete copies of the Company’s bylaws (“Bylaws”) and
Certificate of Incorporation (“Articles”), in each case, as amended through the
date hereof, and no action has been taken by the Company, its directors,
officers or shareholders, in contemplation of the filing of any further
amendment relating to or affecting the Bylaws or Articles.

     

     

    3.
Attached hereto as Exhibit C are
true, correct and complete copies of the resolutions duly adopted by the Board
of Directors of the Company on  by unanemious written
consent on the date hereof. Such resolutions have not been amended,
modified or rescinded and remain in full force and effect and such resolutions
are the only resolutions adopted by the Company’s Board of Directors, or any
committee thereof, or the shareholders of the Company relating to or affecting
(i) the entering into and performance of the Common Stock Purchase
Agreement, or the issuance, offering and sale of the Purchase Shares and the
Commitment Shares and (ii) and the performance of the Company of its
obligation under the Transaction Documents as contemplated therein.

     

     

    4. As
of the date hereof, the authorized, issued and reserved capital stock of the
Company is as set forth on Exhibit D
hereto.

     

     

    IN WITNESS WHEREOF, I have
hereunder signed my name on this       
day of       .

     

    ___________________________

    Secretary

    Name:  Ara
Zartarian

    


    


    The
undersigned,Chief Executive Officer and President of the Company hereby
certifies that Ara Zartarian  is the duly elected, appointed,
qualified and acting Secretary of the
Company     , and that the signature appearing
above is his genuine signature.

    


                                                                   
___________________________

    Margrit Eyraud

    Chief Executive Officer

     

     

     

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
E

     

     

    FORM
OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE 

    COMMITMENTS
SHARES AT SIGNING OF THE

    PURCHASE
AGREEMENT

     

     

    [COMPANY
LETTERHEAD]

     

     

    [DATE]

     

    [TRANSFER
AGENT]

     

         

         

         

     

     

    Re:
Issuance of Common Shares to Bodie Investment Group, Inc.

     

     

    Dear
      ,

     

     

    On behalf
of MARANI BRANDS, INC.,
a Nevada corporation (the “Company”), you are hereby instructed to issue as soon
as possible Four Million Five Hundred Thousand (4,500,000) shares of our
common stock in the name of BODIE
INVESTMENT GROUP, INC. The share certificate should be dated [DATE OF THE
COMMON STOCK PURCHASE AGREEMENT]. I have included a true and correct copy of a
unanimous written consent executed by all of the members of the Board of
Directors of the Company adopting resolutions approving the issuance of these
shares. The shares should be issued subject to the following restrictive
legend:

     

     

    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A
CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS.

     

     

    The share
certificate should be sent before
closing, via overnight mail to the following address:

     

    Bodie
Investment Group

     

    25900
Greenfield Road Suite 102

     

    Oak Park,
MI 48237

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

    Thank you
very much for your help. Please call me at _______________  if you have any
questions or need anything further.

     

     

    MARANI
BRANDS, INC.

     

    By:  _____________________________

           Name:

           Title:

     

    
      
        
        

      

      
        31