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BOLDFACE GROUP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

August 21, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On August 15, 2014 (the "Closing Date"), BOLDFACE Group, Inc., a Nevada corporation (the "Company"), executed a promissory note (the "Note") with Hillair Capital Investments L.P. (the "Investor") for the principal sum of $309,000.00. The Note is secured against the assets of the Company and each Subsidiary, has a maturity date of July 1, 2015 and bears interest at 8% per annum. The net proceeds of the Offering will be used for general working capital.

Under the terms of the Note, the Investor shall have the right, for no additional consideration while the Note is outstanding, to exchange the Note (and any other notes then outstanding) into an 8% Original Issue Discount Senior Secured Convertible Debenture, which Debenture shall be otherwise identical in all respects and have all the rights as the 8% Original Issue Discount Senior Secured Convertible Debenture of the Company issued on July 8, 2014. The new Debenture shall have a principal amount equal to the principal amount hereunder plus any accrued but unpaid interest hereon.

If any Event of Default (as defined in the Note) occurs, the full principal amount of the Note, plus all accrued interest, shall become, at the Investor's election, immediately due and payable in cash. Commencing 2 days after the occurrence of any Event of Default that results in the acceleration of the Note, the interest rate on the Note shall accrue at the rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits. EXHIBIT NUMBER DESCRIPTION 4.1 Form of Promissory Note Issued on August 15, 2014*



* FILED HEREWITH


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Source: Edgar Glimpses


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