Cafe La France Inc Sample Contracts

Cafe La France Inc – GUARANTY (March 13th, 1997)

EXHIBIT 10.19 GUARANTY For value received, the undersigned Cafe La France, Inc., a Delaware corporation unconditionally guarantees that CLF Franchise Corporation will, following a default under that certain $165,000 Promissory Note of even date herewith, payable to Michael Cardillo, cause CLF Franchise Corporation, a wholly-owned subsidiary of the undersigned, to grant Michael Cardillo a Cafe La France franchise and to execute and deliver a standard form of franchise agreement for the operation of the current Cafe La France store located at 1255 Reservoir Avenue, Cranston, Rhode Island. This franchise will be granted without the requirement of payment of additional franchise fee which fee has been waived. CAFE LA FRANCE, INC. /s/ Thom

Cafe La France Inc – 1. SIGNIFICANT FRANCHISE AGREEMENT PROVISIONS 1 (March 13th, 1997)

EXHIBIT 10.7 EXHIBIT B-1 CAFE LA FRANCE FRANCHISE AGREEMENT TABLE OF CONTENTS PAGE 1. SIGNIFICANT FRANCHISE AGREEMENT PROVISIONS 1 1.01 Date of Franchise Agreement 1 1.02 Expiration Date 1 1.03 Renewal Notification Date 1 1.04 Location of Restaurant 1 1.05 Protected Territory 1 1.06 Initial Franchise Fee 1 1.07 Royalty Fee 1 2. GRANT OF LICENSE

Cafe La France Inc – SECURED PROMISSORY NOTE (March 13th, 1997)

EXHIBIT 10.17 SECURED PROMISSORY NOTE $165,000 March 5, 1997 Providence, Rhode Island For value received, the undersigned CLF2, Inc., a Rhode Island corporation (the "Maker"), and its successors and assigns, promises to pay to Michael A. Cardillo ("Payee"), payable at times herein specified at the address set forth below or such address at which Payee may from time to time inform Maker in writing, the principal sum of One Hundred Sixty Five Thousand Dollars ($165,000), inclusive of interest. Principal and interest hereunder shall be paid three (3) months from the date of this Note. This Note shall be secured by that certain Security Agreement of even date herewith. The Payee shall not be entitled to receive

Cafe La France Inc – Re: Amendment to Employment Agreement (March 13th, 1997)

EXHIBIT 10.6 CAFE LA FRANCE As of February 1, 1997 Mr. Robert G. King 40 Walker Road Duxbury, MA 02332 Re: Amendment to Employment Agreement Dear Bob: Reference is made to your employment agreement dated November 1, 1996 pursuant to which, among other things, you are entitled to an annual salary of $108,000 and to the grant of an incentive stock option for the purchase of 75,000 shares of Cafe La France common stock with an exercise price equal to the initial public offering price of Cafe's common stock upon completion of the Company's initial public offering. As you are aware, the above portions of your employment package were agreed to with the understanding that Schneider Securities would complete a "firm commitment" initial public offering with net proceeds in excess of $4 mill

Cafe La France Inc – SECURITY AGREEMENT (March 13th, 1997)

EXHIBIT 10.18 SECURITY AGREEMENT This Security Agreement is entered into as of this 4th day of March, 1997 by CLF2, Inc., a Rhode Island corporation ("Debtor") in favor of Michael A. Cardillo ("Secured Party"). I. SECURITY INTEREST The Debtor hereby grants the Secured Party a security interest in and agrees and acknowledges that Secured Party has and will continue to have a security interest in the assets described in Exhibit A attached hereto (all hereinafter sometimes collectively referred to as "Collateral") to secure the payment of all liabilities of the Debtor to Secured Party under that certain Promissory Note in the amount of $165,000, inclusive of principal and interest, of even date herewith (hereinafter collectively sometimes referred to as "obligation" or "obligations"). II. WARRANTIES AND COVENANTS A.

Cafe La France Inc – Re: Amendment to Employment Agreement (March 13th, 1997)

EXHIBIT 10.5 CAFE LA FRANCE As of February 1, 1997 Mr. Thomas W. DeJordy 174 Wentworth Avenue Cranston, RI 02905 Re: Amendment to Employment Agreement Dear Tom: Reference is made to your employment agreement dated November 1, 1996 pursuant to which, among other things, you are entitled to an annual salary of $132,000 and to the grant of an incentive stock option for the purchase of 200,000 shares of Cafe La France common stock with an exercise price equal to the initial public offering price of Cafe's common stock upon completion of the Company's initial public offering. As you are aware, the above portions of your employment package were agreed to with the understanding that Schneider Securities would complete a "firm commitment" initial public offering with net proceeds in excess o

Cafe La France Inc – SECURITY AGREEMENT (December 18th, 1996)

EXPIRATION DATE 12/31/93 EXHIBIT 10.l0 U.S. SMALL BUSINESS ADMINISTRATION SECURITY AGREEMENT 1. CAFE LA FRANCE, INC. (hereinafter called "Debtor"), ------------------------------------------------ (Name) 216 Weybosset Street, Providence, Rhode Island 02903 , for value received -------------------------------------------------------------------------------- (Address) hereby grants to HOME LOAN AND INVESTMENT BANK, F.S.B. , --------------------------------------------------------------- (Name) 244 Weybosset Street, Providence, Rhode Island 02903 (hereinafter called -------------------------------------------------------------

Cafe La France Inc – 1996 STOCK INCENTIVE PLAN (December 18th, 1996)

EXHIBIT 10.1 CAFE LA FRANCE, INC. 1996 STOCK INCENTIVE PLAN 1. Name and Purpose. This Plan shall be known as the 1996 Cafe La France Stock Incentive Plan (the "Plan"). The purpose of the Plan is to advance the interests of Cafe La France, Inc. (the "Company") by providing material incentive for the continued services of key and valuable employees, directors, and non-employees who perform services for the Company and its subsidiaries. Awards under the Plan may be granted in the form of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Incentive Stock Options") or non-qualified stock options. 2. Administration. The Plan shall be administered by the Board of Directors of the Company (the "Board") unless the authority to administer the Plan is delegated to a committee of the Boa

Cafe La France Inc – GUARANTY (December 18th, 1996)

EXHIBIT 10.11 Expiration Date: 12-31-93 SBA LOAN NO. GP 893 642 3000 PRO U.S. SMALL BUSINESS ADMINISTRATION (SBA) GUARANTY February 28, 1996 ------------------ In order to induce HOME LOAN AND INVESTMENT BANK, F.S B., (hereinafter -------------------------------------- (SBA or other Lending Institution) called "Lender") to make a loan or loan, or renewal or extension thereof, to CAFE LA FRANCE, INC. ---------------------------------------------------------

Cafe La France Inc – 1996 STOCK INCENTIVE PLAN (December 18th, 1996)

EXHIBIT 10.3 1996 STOCK INCENTIVE PLAN Incentive Stock Option Agreement This Agreement is by and between Cafe La France, Inc. (the "Company") and Robert King (the "Optionee"), effective as of November 1, 1996. W I T N E S S E T H: 1. Grant of Option. Pursuant to the provisions of the Cafe La France 1996 Stock Incentive Plan (the "Plan"), effective as of the date hereof, the Company hereby grants to the Optionee, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein, the right and option to purchase from the Company all or any part of an aggregate of 43,500 shares of the common stock ($.01 par value) of the Company ("Common Shares"), at the purchase price equal to $3.45 per share, being the fair market value of the Common Shares as of the date hereo

Cafe La France Inc – SECURITY AGREEMENT (December 18th, 1996)

EXPIRATION DATE 12/31/93 EXHIBIT 10.13 U. S. SMALL BUSINESS ADMINISTRATION SECURITY AGREEMENT 1. CLF FRANCHISE CORPORATION (hereinafter called "Debtor"), -------------------------------------------------- (Name) 216 Weybosset Street, Providence, Rhode Island 02903, for value received, -------------------------------------------------------------------------------- (Address) hereby grants to HOME LOAN AND INVESTMENT BANK, F.S.B. , -------------------------------------------------------------------------------- (Name) 244 Weybosset Street, Providence, Rhode Is1and 02903 (hereinafter called -------------------------------------------------------------

Cafe La France Inc – EMPLOYMENT AGREEMENT (December 18th, 1996)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of this 1st day of November, 1996, by and between CLF2, Inc., a Rhode Island corporation with its principal place of business at 216 Weybosset Street, Providence, Rhode Island 02903 (the "Company"), and Robert G. King, an individual with a residence address of 40 Walker Road, Duxbury, Massachusetts 02332 ("Employee"). INTRODUCTION 1. The Company is in the business of operating and managing cafe restaurants. Employee possesses skills and knowledge advantageous to the Company. 2. The Company desires to employ Employee and Employee desires to accept such employment on the terms and conditions set forth herein. AGREEMENT In consideration of the premises and mutua

Cafe La France Inc – 1996 STOCK INCENTIVE PLAN (December 18th, 1996)

EXHIBIT 10.4 CAFE LA FRANCE 1996 STOCK INCENTIVE PLAN Non-qualified Stock Option Agreement This Agreement is by and between Cafe La France, Inc. (the "Company") and _____________, (the "Optionee"), effective as of _________________. W I T N E S S E T H: 1. Grant of Option. Pursuant to the provisions of the Cafe La France 1996 Stock Incentive Plan (the "Plan"), effective as of the date hereof, the Company hereby grants to the Optionee, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein, the right and option to purchase from the Company all or any part of an aggregate of _____ shares of the common stock ($.01 par value) of the Company ("Common Shares"), at the purchase price equal to ____ per share, being the fair market value o

Cafe La France Inc – NOTE (December 18th, 1996)

EXHIBIT 10.9 U.S. Small-Business Administration SBA LOAN NUMBER GP 893 642 3000 PRO NOTE Providence, Rhode Island ------------------------ (City and State) $ 350,000 (Date) February 28, 1996 ----------------------- ------------------ For value received, the undersigned promises to pay to the order of HOME LOAN AND INVESTMENT BANK, F.S.B. -------------------------------------------------------------------------------- ---------------

Cafe La France Inc – 1996 STOCK INCENTIVE PLAN (December 18th, 1996)

EXHIBIT 10.2 CAFE LA FRANCE 1996 STOCK INCENTIVE PLAN Incentive Stock Option Agreement This Agreement is by and between Cafe La France, Inc. (the "Company") and _____________, (the "Optionee"), effective as of _________________. W I T N E S S E T H: 1. Grant of Option. Pursuant to the provisions of the Cafe La France 1996 Stock Incentive Plan (the "Plan"), effective as of the date hereof, the Company hereby grants to the Optionee, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein, the right and option to purchase from the Company all or any part of an aggregate of _____ shares of the common stock ($.01 par value) of the Company ("Common Shares"), at the purchase price equal to ____ per share, being the fair market value of t

Cafe La France Inc – AUTHORIZATION AND LOAN AGREEMENT (December 18th, 1996)

EXHIBIT 10.8 LOAN NUMBER GP 893 642 3000 PRO U.S. SMALL BUSINESS ADMINISTRATION PROVIDENCE DISTRICT OFFICE 380 WESTMINSTER STREET PROVIDENCE, RI 02903 AUTHORIZATION AND LOAN AGREEMENT (GUARANTY LOAN) Home Loan & Investment Bank. F.S.B. One Home Loan Plaza, Suite 3 Warwick, RI 02886 Your request dated January 8, 1996 for SBA to Guarantee Seventy-five percent (75%) of a loan in the amount of Three Hundred Fifty Thousand Dollars ($350,000.00) to be made by Lender to Cafe La France Inc. d/b/a Cafe La France

Cafe La France Inc – SECURITY AGREEMENT (December 18th, 1996)

EXPIRATION DATE 12/31/93 EXHIBIT 10.12 U. S. SMALL BUSINESS ADMINISTRATION SECURITY AGREEMENT 1. CLF 2, INC. (hereinafter called "Debtor"), -------------------------------------------------- (Name) 216 Weybosset Street, Providence, Rhode Island 02903, for value received, ------------------------------------------------------------- (Address) hereby grants to HOME LOAN AND INVESTMENT BANK, F.S.B. , -------------------------------------------------------------------------------- (Name) 244 Weybosset Street, Providence, Rhode Island 02903 (hereinafter called --------------------------------------------------------------------------------

Cafe La France Inc – 12% UNSECURED SUBORDINATED PROMISSORY NOTE (December 18th, 1996)

EXHIBIT 10.15 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR AN OPINION OF COUNSEL TO THE MAKER IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION 12% UNSECURED SUBORDINATED PROMISSORY NOTE $(Amoumt) November 15, 1996 Providence, Rhode Island FOR VALUE RECEIVED, the undersigned, CAFE LA FRANCE, INC., a Delaware corporation (the "Maker"), promises to pay to or registered assigns (the "Ho

Cafe La France Inc – EMPLOYMENT AGREEMENT (December 18th, 1996)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of this 1st day of November, 1996, by and between CLF2, Inc., a Rhode Island corporation with its principal place of business at 216 Weybosset Street, Providence, Rhode Island 02903 (the "Company"), and Thomas W. DeJordy, an individual with a residence address of 174 Wentworth Avenue, Cranston, Rhode Island 02905 ("Employee"). INTRODUCTION 1. The Company is in the business of operating and managing cafe restaurants. Employee possesses skills and knowledge advantageous to the Company. 2. The Company desires to employ Employee and Employee desires to accept such employment on the terms and conditions set forth herein. AGREEMENT In consideratio

Cafe La France Inc – NONTRANSFERABLE COMMON STOCK PURCHASE WARRANT (December 18th, 1996)

EXHIBIT 10.16 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE WARRANT NOR SUCH SECURITIES CAN BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. CAFE LA FRANCE, INC. NONTRANSFERABLE COMMON STOCK PURCHASE WARRANT No. (Number) (Units) Units THIS NONTRANSFERABLE COMMON STOCK PURCHASE WARRANT, for value received, entitles or assigns (the "Holder"), to subscribe for and purchase from CAFE LA FRANCE, INC., a Delaware corporation (the "Company"), upon the terms and conditions set forth herein, for a period of 60 days (the "Exercise Period") beginning 13 months after the suc