GUARANTY


 


This Guaranty (the
“Guaranty”) is made this 21st day of December, 2012, by such guarantors listed on the signature pages
hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”),
in favor of the secured parties listed on the signature pages hereof (together with its successors, assigns, endorsees and transferees).


 


RECITALS


 


WHEREAS, pursuant
to that certain Securities Purchase Agreement, dated as of December 21, 2012 (as amended, restated, supplemented, or otherwise
modified from time to time, including all schedules thereto, the “Securities Purchase Agreement”), by
and among BOLDFACE Group, Inc., a Nevada corporation (“Parent”), and each of the investors listed on the Schedule
of Purchasers attached thereto (collectively, with their successors, assigns, endorsees and transferees, the “Purchasers”
and each, individually, a “Purchaser”), Parent has agreed to sell, and Purchasers have each agreed to purchase,
severally and not jointly, certain Notes and Warrants;


 


WHEREAS, each
Guarantor is a direct or indirect wholly-owned Subsidiary of Parent and will receive direct and substantial benefits from the purchase
by Purchasers of the Notes and Warrants;


 


WHEREAS, in
order to induce Purchasers to purchase, severally and not jointly, the Notes and Warrants as provided for in the Securities Purchase
Agreement, Guarantors have agreed to jointly and severally guaranty all of Parent’s obligations under and with respect to
the Notes and the Securities Purchase Agreement; and


 


WHEREAS, in
connection herewith, Guarantors, Parent and Purchasers have entered into that certain Security Agreement dated of even date herewith
(as amended, restated, supplemented, or otherwise modified from time to time, including all schedules thereto, the “Security
Agreement”), pursuant to which Guarantors and Parent (Guarantors and Parent, collectively, “Obligors”
and each, individually, an “Obligor”) have granted each of the Purchasers continuing security interests in all
assets of each Obligor, as more fully set forth in the Security Agreement.


 


AGREEMENTS


 


NOW, THEREFORE,
for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, each Guarantor hereby agrees as follows:


 


1.          Definitions.
All capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Securities Purchase
Agreement or the Security Agreement, as the case may be.


 



    	 



    	 



    

 


2.          Guaranteed
Obligations. Guarantors jointly and severally hereby irrevocably and unconditionally
guaranty to Purchaser the due and punctual Satisfaction in Full of the Guaranteed Obligations (as defined below). “Guaranteed
Obligations” means, collectively, all of the present and future payment and performance obligations of each Obligor arising
under the Securities Purchase Agreement, any and all Notes payable to Purchaser, the Security Agreement and the other Transaction
Documents, including, without limitation, attorneys’ fees and expenses and any interest, fees, or expenses that accrue after
the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency
Proceeding.


 


3.          Guarantors’
Representations and Warranties. Each Guarantor represents and warrants to Purchaser
that such Guarantor expects to derive substantial benefits from the purchase by Purchasers of the Notes and Warrants and the other
transactions contemplated hereby and by the other Transaction Documents. Purchaser may rely conclusively on a continuing warranty,
hereby made, that such Guarantor continues to be benefited by this Guaranty and Purchaser shall have no duty to inquire into or
confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Purchaser without regard to the
receipt, nature or value of any such benefits.


 


4.          Unconditional
Nature. No act or thing need occur to establish any Guarantor’s liability hereunder,
and no act or thing, except Satisfaction in Full of the Guaranteed Obligations (as defined below), shall in any way exonerate any
Guarantor hereunder or modify, reduce, limit or release any Guarantor’s liability hereunder. This is an absolute, unconditional
and continuing guaranty of payment of the Guaranteed Obligations and shall continue to be in force and be binding upon each Guarantor
until Satisfaction in Full of the Guaranteed Obligations. Each Guarantor agrees that this Guaranty is a guaranty of Satisfaction
in Full of the Guaranteed Obligations and not of collection, and that its obligations under this Guaranty shall be primary, absolute
and unconditional.  In addition to the terms set forth herein, it is expressly understood and agreed that, if, at maturity
and at any time during the continuance of an Event of Default, the outstanding amount of the Guaranteed Obligations under the Transaction
Documents (including, without limitation, all accrued interest thereon, all accrued late charges thereon and all premiums due in
respect thereof) is declared to be immediately due and payable, then Guarantors shall, upon notice of such acceleration, without
further demand, pay to Purchaser the entire outstanding Guaranteed Obligations due and owing to Purchaser.


 


5.          Subrogation.
No Guarantor will exercise or enforce any right of contribution, reimbursement, recourse or subrogation available to such Guarantor
as to any of the Guaranteed Obligations, or against any Person liable therefor, or as to any collateral security therefor, unless
and until Satisfaction in Full of the Guaranteed Obligations.


 



    	 



    	 



    

 


6.          Obligations
Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute,
independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of
a guarantor or surety other than Satisfaction in Full of the Guaranteed Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees that none of its obligations hereunder shall be affected or impaired by
any of the following acts or things (which Purchaser is expressly authorized to do, omit or suffer from time to time, without consent
or approval by or notice to any Guarantor): (a) any acceptance of collateral security, guarantors, accommodation parties or
sureties for any or all of the Guaranteed Obligations; (b) one or more extensions or renewals of the Guaranteed Obligations
(whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual
terms applicable to any of the Guaranteed Obligations or any amendment or modification of any of the terms or provisions of any
of the Transaction Documents; (c) any waiver or indulgence granted to Parent or any other Obligor, any delay or lack of diligence
in the enforcement of the Guaranteed Obligations, or any failure to institute proceedings, file a claim, give any required notices
or otherwise protect any of the Guaranteed Obligations; (d) any full or partial release of, compromise or settlement with,
or agreement not to sue, Parent, any other Obligor or any other Person liable in respect of any of the Guaranteed Obligations;
(e) any release, surrender, cancellation or other discharge of any evidence of the Guaranteed Obligations or the acceptance
of any instrument in renewal or substitution therefor; (f) any failure to obtain collateral security (including rights of
setoff) for the Guaranteed Obligations, or to see to the proper or sufficient creation and perfection thereof, or to establish
the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification,
alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss
or discharge of any collateral security; (g) any collection, sale, lease or disposition of, or any other foreclosure or enforcement
of or realization on, any collateral security; (h) any assignment, pledge or other transfer of any of the Guaranteed Obligations
or any evidence thereof; (i) any manner, order or method of application of any payments or credits upon the Guaranteed Obligations
or (j) Purchaser not being a Permitted Secured Party. Each Guarantor waives any and all defenses and discharges available to a
surety, guarantor or accommodation co-obligor.


 


7.          Waivers
by Guarantors. Each Guarantor waives any and all defenses, claims, setoffs and discharges
of, and/or against, Parent or any other Obligor or Person (including, without limitation, Purchaser), pertaining to the Guaranteed
Obligations, except the defense of discharge by indefeasible satisfaction and discharge in full. Without limiting the generality
of the foregoing, no Guarantor will assert, plead or enforce against any Purchaser any defense of waiver, release, discharge or
disallowance in any Insolvency Proceeding, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be available to Parent or any other Obligor or Person liable
in respect of any of the Guaranteed Obligations, or any setoff available to any Purchaser against Parent or any other such Obligor
or Person, whether or not on account of a related transaction. Each Guarantor expressly agrees that such Guarantor shall be and
remain liable for any deficiency remaining after foreclosure of any mortgage or security interest securing the Guaranteed Obligations,
whether or not the liability of Parent or any other Obligor or Person for such deficiency is discharged pursuant to statute or
judicial decision. The liability of each Guarantor shall not be affected or impaired by, and each Guarantor waives and agrees it
shall not at any time insist upon, plead or in any manner claim or take the benefit of, any voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, any valuation,
appraisal, stay, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition
or readjustment of, or other similar event or proceeding affecting, Parent or any of its assets. No Guarantor will assert, plead
or enforce against any Purchaser any claim, defense or setoff available to such Guarantor against Parent. Each Guarantor waives
presentment, demand for payment, notice of dishonor or nonpayment and protest of any instrument evidencing the Guaranteed Obligations.
Purchaser shall not be required first to resort for payment of the Guaranteed Obligations to Parent or any other Person, or their
properties, or first to enforce, realize upon or exhaust any collateral security for the Guaranteed Obligations, before enforcing
this Guaranty.


 



    	 



    	 



    

 


8.          If
Payments Set Aside, etc. If any payment applied by Purchaser to the Guaranteed Obligations
is thereafter set aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy,
insolvency or reorganization of Parent or any other Obligor or Person), the Guaranteed Obligations to which such payment was applied
shall for the purpose of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty
shall be enforceable as to such Guaranteed Obligations as fully as if such application had never been made.


 


9.          Additional
Obligation of Guarantors. Each Guarantor’s liability under this Guaranty is
in addition to and shall be cumulative with all other liabilities of such Guarantor to Purchaser as guarantor, surety, endorser,
accommodation co-obligor or otherwise of any of the Guaranteed Obligations, without any limitation as to amount.


 


10.         No
Duties Owed by Purchaser. Each Guarantor acknowledges and agrees that Purchaser (a) has
not made any representations or warranties with respect to, (b) does not assume any responsibility to such Guarantor for,
and (c) has no duty to provide information to such Guarantor regarding, the enforceability of any of the Guaranteed Obligations
or the financial condition of Parent or any other Obligor or Person. Each Guarantor has independently determined the creditworthiness
of Parent and the enforceability of the Guaranteed Obligations and until Satisfaction in Full of the Guaranteed Obligations will
independently and without reliance on Purchaser continue to make such determinations.


 


11.         Miscellaneous.



 


(a)          This
Guaranty 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. In the event that any
signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed
signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof. Any party delivering
an executed counterpart of this Guaranty by facsimile or other electronic method of transmission also shall deliver an original
executed counterpart of this Guaranty but the failure to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Guaranty.


 


(b)          Any
provision of this Guaranty which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision
in any other jurisdiction.


 



    	 



    	 



    

 


(c)          Headings
used in this Guaranty are for convenience only and shall not be used in connection with the interpretation of any provision hereof.


 


(d)          The
pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction
of sentences shall conform thereto.


 


(e)          Unless
the context of this Guaranty or any other Transaction Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms “includes” and “including” are not limiting,
and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”
The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Guaranty or any other Transaction Document refer to this Guaranty or such other Transaction Document, as the case may be, as a
whole and not to any particular provision of this Guaranty or such other Transaction Document, as the case may be. Section, subsection,
clause, schedule, and exhibit references herein are to this Guaranty unless otherwise specified. Any reference in this Guaranty
or in any other Transaction Document to any agreement, instrument, or document shall include all alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable
(subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). “Satisfaction in Full of the Guaranteed Obligations” shall mean
the indefeasible payment in full in cash and discharge, or other satisfaction in accordance with the terms of the Transaction Documents
and discharge, of all Guaranteed Obligations in full. Any reference herein to any Person shall be construed to include such Person’s
permitted successors and permitted assigns.


 


(f)          This
Guaranty shall be effective upon delivery to Purchaser, without further act, condition or acceptance by Purchaser, shall be binding
upon each Guarantor and the successors and assigns of each Guarantor, and shall inure to the benefit of Purchaser and its participants,
successors and assigns. This Guaranty may not be waived, modified, amended, terminated, released or otherwise changed except by
a writing signed by each Guarantor and Purchaser.


 


(g)          The
language used in this Guaranty 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. For clarification purposes, the Recitals are part of this Guaranty.


 


(h)          All
dollar amounts referred to in this Guaranty and the other Transaction Documents are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Guaranty and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of
calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars
pursuant to this Guaranty, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.


 


(i)          Judgment
Currency.


 



    	 



    	 



    

 


(i)          If
for the purpose of obtaining or enforcing judgment against any Guarantor in any court in any jurisdiction it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 11(i) referred to as the “Judgment
Currency”) an amount due in U.S. Dollars under this Guaranty or any other Transaction Document, the conversion shall
be made at the Exchange Rate prevailing on the Trading Day (as defined in the Securities Purchase Agreement) immediately preceding:
(1) the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date or (2) the date on which the foreign court
determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made
pursuant to this Section 11(i)(i) being hereinafter referred to as the “Judgment Conversion Date”).


 


(ii)         If
in the case of any proceeding in the court of any jurisdiction referred to in Section 11(i)(i) above, there is a change in the
Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 


(iii)        Any
amount due from any Guarantor under this provision shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of this Guaranty or any other Transaction Document.


 


12.         Notices.
All notices and other communications provided for hereunder shall be given in the form and manner, and delivered to such addresses,
as specified in the Security Agreement.


 


13.         Governing
Law; Jurisdiction; Service of Process; Jury Trial. All questions concerning the construction,
validity, enforcement and interpretation of this Guaranty 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 New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Each Guarantor hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan, New York, New York,
for the adjudication of any dispute hereunder or in connection herewith 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; provided, however, any suit seeking enforcement of this Guaranty may
be brought, at Purchaser’s option, in the courts of any jurisdiction where Purchaser elects to bring such action. Each Guarantor
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 Guaranty and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Without limitation of the foregoing, each Guarantor
hereby irrevocably appoints Parent as such Guarantor’s agent for purposes of receiving and accepting any service of process
hereunder. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


[Signature page follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
this Guaranty has been duly executed by each Guarantor as of the date set forth above.


 


	 	boldface
    licensing + branding, a Nevada corporation	 
	 	 	 
	 	By:	/s/ Nicole Ostoya	 
	 	Name: Nicole Ostoya	 
	 	Title:   Chief Executive Officer	 


 


[SECURED PARTIES SIGN BY EXECUTING
OMNIBUS SIGNATURE PAGE 


TO THE SECURITIES PURCHASE AGREEMENT]