1 EXHIBIT 10.43 VOTING AGREEMENT AGREEMENT, dated as of April __, 1998, by and between The Delicious Frookie Company, Inc. ("Company") and Edward R. Sousa, as Voting Trustee ("Voting Trustee") under a Voting Trust Agreement dated as of December 22,...Voting Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • New York
1 EXHIBIT 10.2 STOCK OPTION AGREEMENT AGREEMENT, made as of August 11, 1997, between The Delicious Frookie Company, Inc., a Delaware corporation ("Company"), and Michael J. Kirby ("Executive"). As used herein, the term "Company" shall refer to the...Stock Option Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
SECURITIES PURCHASE AGREEMENT dated April 12, 1999 by and between DELICIOUS BRANDS, INC.Securities Purchase Agreement • April 14th, 1999 • Delicious Brands Inc • Wholesale-groceries & related products • New York
4 ASSET PURCHASE AGREEMENT By and Between Delicious Brands, Inc.,Asset Purchase Agreement • April 14th, 2000 • Delicious Brands Inc • Wholesale-groceries & related products • New York
1 EXHIBIT 10.18 ASSET PURCHASE AGREEMENT AGREEMENT, dated December 22, 1997, between The Delicious Frookie Company, Inc., a Delaware corporation ("Seller"), and Richard S. Worth ("Worth" or "Buyer"). IT IS AGREED: 1. Transaction. 1.1 Purchase and Sale...Asset Purchase Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
WITNESSETH:License Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Ohio
1 Exhibit 10.47 MEMORANDUM OF AGREEMENT This Memorandum of Agreement is entered into this 13th day of May, 1998, by and between THE DELICIOUS FROOKIE COMPANY, INC. (the "Company" or "Employer") and BAKERY, CRACKER, PIE AND YEAST WAGON DRIVERS, LOCAL...Memorandum of Agreement • July 28th, 1998 • Delicious Brands Inc • Wholesale-groceries & related products
1 EXHIBIT 10.32 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made as of this 3rd day of April 1998 by and among The Delicious Frookie Company, Inc., a Delaware corporation ("Delicious"), and Larry...Assignment and Assumption Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
WARRANTDelicious Brands Inc • October 23rd, 1998 • Wholesale-groceries & related products • New York
WARRANTDelicious Brands Inc • April 14th, 1999 • Wholesale-groceries & related products • New York
NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT, made and entered as of this 30th day of August, 1999 (the "Agreement"), by and among DELICIOUS BRANDS, INC., a Delaware corporation (the "Company"), and the purchasers set forth on Schedule A attached...Note Purchase Agreement • September 16th, 1999 • Delicious Brands Inc • Wholesale-groceries & related products • Delaware
4- 5 4. LIMITATIONS. The Company shall not be liable under this Agreement to make any payment in connection with any claim:Indemnification Agreement • September 18th, 1998 • Delicious Brands Inc • Wholesale-groceries & related products • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2001 • Next Generation Technology Holdings Inc • Wholesale-groceries & related products
3 4 2. SECURITY AGREEMENTLoan Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • California
1 EXHIBIT 10.33 SUBORDINATION AGREEMENT (Debt and Security) THIS SUBORDINATION AGREEMENT, dated as of April 3, 1998, by and between U.S. BANCORP REPUBLIC COMMERCIAL FINANCE, INC. f.k.a. REPUBLIC ACCEPTANCE CORPORATION, a Minnesota corporation (the...Subordination Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2001 • Next Generation Technology Holdings Inc • Wholesale-groceries & related products • New York
1 EXHIBIT 10.13 LICENSE AGREEMENT AGREEMENT made as of this 3rd day of June, 1991, by and between CPC INTERNATIONAL INC., a Delaware corporation with its principal place of business at International Plaza, Englewood Cliffs, New Jersey 07632...License Agreement • July 28th, 1998 • Delicious Brands Inc • Wholesale-groceries & related products • New Jersey
1 Exhibit 10.19 FINANCING AGREEMENTFinancing Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Minnesota
Check Off XXII 18 Delinquent Health and Welfare or Pension Contributions XI 11 Employer's Responsibility XII 12 Funeral Leave XVII 15 Grievance Procedure XIV 12 Health and Welfare VII 7 Holidays V 5 Hours of Work IV 4 Jury Duty XVI 14 Membership and...Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 EXHIBIT 10.23 ESCROW AGREEMENT ESCROW AGREEMENT, dated April 3, 1998, by and among The Delicious Frookie Company, Inc., a Delaware corporation ("Buyer"), Salerno Foods, L.L.C., a Delaware limited liability company ("Seller"), and American National...Escrow Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 2 Property Leases, (xiii) Proceeds, and (xiv) any other assets of Borrower, tangible or intangible, whether now owned or hereafter acquired.Security Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • California
UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 1998 • Delicious Brands Inc • Wholesale-groceries & related products • New York
1 EXHIBIT 10.42 VOTING TRUST AGREEMENT AGREEMENT made as of the 22nd day of December, 1997, by and among RICHARD S. WORTH, residing at 1497 Rail Head Boulevard, Unit #2, Naples, Florida 74110-8444, and RANDYE WORTH, residing at 3757 Ascot Bend Court,...Voting Trust Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
2- 3 opportunity to cure. If the breach is not cured within the ninety (90) day period after notice from PIZZA TIME, this Agreement shall automatically terminate subject to DFC's rights to sell off the Licensed Product as provided therein. If the...Trademark License Agreement • July 28th, 1998 • Delicious Brands Inc • Wholesale-groceries & related products • Illinois
AGREEMENT BETWEEN:Delicious Frookie Co Inc /De/ • April 23rd, 1998
1 EXHIBIT 10.31 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this "Agreement") is made as of April 3, 1998 by and between The Delicious Frookie Company, Inc., a Delaware corporation ("Buyer"), and Salerno Foods, L.L.C., a Delaware...Trademark Security Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT, made as of December 15, 1997, by and between The Delicious Frookie Company, Inc., a Delaware corporation ("Company"), and Jeffry Weiner ("Executive"). WHEREAS, Company and Executive...Employment Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
DEBTOR SECURED PARTY The Delicious Frookie Company, Inc. Republic Acceptance Corporation 2720 River Road 2338 Central Avenue, NE Des Plaines, Illinois 60018 Suite 200 Minneapolis, Minnesota 55418Security Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 Exhibit 10.24 ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS KNOW ALL MEN BY THESE PRESENTS, that, in accordance with the terms and conditions of that certain Asset Purchase Agreement dated April 3, 1998 (the "Purchase Agreement"), by and between THE...Delicious Frookie Co Inc /De/ • April 23rd, 1998
FORM OF STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement") made and entered as of this 7th day of January 2000, by and among DELICIOUS BRANDS, INC., a Delaware corporation (the "Company") and the purchasers set forth on Schedule A...Form of Stock Purchase Agreement • April 14th, 2000 • Delicious Brands Inc • Wholesale-groceries & related products • New York
RECITALSDelicious Frookie Co Inc /De/ • April 23rd, 1998
1 EXHIBIT 10.28 MANUFACTURING AGREEMENT This MANUFACTURING AGREEMENT (the "Agreement") is made as of March ___, 1998 (the "Effective Date"), between The Delicious Frookie Company, Inc., a Delaware corporation, with its principal place of business at...Manufacturing Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 EXHIBIT 10.25 RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT AGREEMENT made this 3rd day of April 1998, by and between THE DELICIOUS FROOKIE COMPANY, INC., a Delaware corporation (the "Buyer"), and STEVE COATES (the "Member"). W I T N E S S E T...Restrictive Covenant and Confidentiality Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
RECITALSAnd Noncompetition Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 Exhibit 10.21 The following is an agreement effective March 28, 1997 between The Delicious Frookie Company, Inc. ("D/F"), 2720 River Road, Suite 126, Des Plaines, Illinois 60018, and Old Colony Baking Company, Inc. ("OCB"), Box 1461 Northbrook,...Delicious Frookie Co Inc /De/ • April 23rd, 1998
