CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934.
ASTERISKS IN BRACKETS (I.E. [**]) DENOTE OMISSIONS. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
As of May 12, 2010 (the “Effective Date”)
Set forth below are certain material terms of a license agreement (the “Agreement”) by and between Orange 21 Inc. (“Licensee”)
and Rose Colored Glasses LLC (“Licensor”).
Term – Four (4) Contract Years as follows, subject to paragraphs 1A, 1B, 1C and/or 2 below:
First Contract Year: Effective Date through December 31, 2010
Second Contract Year: January 1, 2011 through December 31, 2011
Third Contract Year: January 1, 2012 through December 31, 2012
Fourth Contract Year: January 1, 2013 through December 31, 2013
1A. Termination by Licensor –
Licensor may terminate the Term of this Agreement on or after any of the following events:
Licensee is in material breach of its obligations and fails to cure such breach within 30 days of notice thereof;
Licensee files for bankruptcy and/or sells all or substantially all of its assets.
1B. Termination by Licensee –
In the event that Mary J. Blige (“Artist”) is unable to continue supporting and/or promoting the Licensed Articles
solely as and to the extent set forth in paragraph 10A below as a result of either (A) Artist becoming physically or
mentally incapable of engaging in such activities with reasonable accommodation for a period of over [**]
consecutive days or (B) Artist’s death (each a “Termination Event”), Licensee shall have the right to terminate the
Term of this Agreement by delivering written notice to Licensor on or after such Termination Event.
1C. Sell-Off Period – Solely upon the expiration of the Term or earlier termina