EXHIBIT 1.1 MUSICMAKER.COM, INC. [8,400,000] Shares Common Stock ($.01 par value) Form of Underwriting AgreementUnderwriting Agreement • July 2nd, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJuly 2nd, 1999 Company Industry Jurisdiction
ANDWarrant Agreement • July 2nd, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJuly 2nd, 1999 Company Industry Jurisdiction
EXHIBIT 10.18 NOTE PURCHASE AGREEMENT ----------------------- AGREEMENT (this "Agreement"), dated as of June 23, 1999, between Rho Management Trust I (the "Purchaser") and musicmaker.com, Inc., a Delaware corporation (the "Company"). W I T N E S S E T...Note Purchase Agreement • July 2nd, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledJuly 2nd, 1999 Company Industry Jurisdiction
THIS REGISTRATION RIGHTS AGREEMENT is made as of June 8, 1999 (the "Registration Rights Agreement"), by and among musicmaker.com, Inc., a Delaware ------------------------------ corporation (the "Company"), Virgin Holdings, Inc., a Delaware...Registration Rights Agreement • June 15th, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJune 15th, 1999 Company Industry Jurisdiction
Exhibit 10.1 ASSIGNMENT AGREEMENT -------------------- AGREEMENT made as of the 15th day of August, 2005, by and between GEORGE FOREMAN PRODUCTIONS, INC., and GEORGE FOREMAN, [ADDRESS] on the one hand (collectively, "Assignor"), and GEORGE FOREMAN...Assignment Agreement • August 18th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledAugust 18th, 2005 Company Industry Jurisdiction
Exhibit 10.7 MEMORANDUM OF UNDERSTANDING --------------------------- Agreement dated 1/18/99 by and between The Music Connection Corporation, 1831 Wiehle Avenue, Suite 128, Reston, Virginia 20190. A De1aware corporation organized under the laws of...Musicmaker Com Inc • February 19th, 1999 • Virginia
Company FiledFebruary 19th, 1999 Jurisdiction
AGREEMENTAgreement • August 25th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledAugust 25th, 2005 Company Industry Jurisdiction
Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS IDENTIFIED BY THREE ASTERISKS, AS FOLLOWS "* * *", AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH...Letter Agreement • November 29th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks
Contract Type FiledNovember 29th, 2005 Company Industry
Exhibit 10.8 OFFICE/WAREHOUSE/SHOWROOM LEASE BASIC LEASE INFORMATION Date of Lease: January 15, 1998 Landlord: Century Properties Fund XX Tenant: The Music Connection CorporationMusicmaker Com Inc • February 19th, 1999
Company FiledFebruary 19th, 1999
EXHIBIT 10.10.1 MUSICMAKER.COM, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of March 12, 1999, by and between IMPERIAL BANK ("Bank") and musicmaker.com, Inc. ("Borrower").Loan and Security Agreement • June 15th, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • California
Contract Type FiledJune 15th, 1999 Company Industry Jurisdiction
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GEORGE FOREMAN VENTURES LLCLimited Liability Company Agreement • August 18th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
Contract Type FiledAugust 18th, 2005 Company Industry Jurisdiction
Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made in New York, New York as of August 15, 2005 (the "Effective Date"), by and between George Foreman Ventures LLC, a Delaware limited liability company (the...Employment Agreement • August 18th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
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RECITALSRegistration Rights Agreement • August 18th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledAugust 18th, 2005 Company Industry Jurisdiction
Agreement of Joint FilingMm Companies Inc • May 25th, 2004 • Phonograph records & prerecorded audio tapes & disks
Company FiledMay 25th, 2004 IndustryPursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
Exhibit 10.2 AMENDMENT TO THE DEVARAJAN S. PUTHUKARAI AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF DECEMBER 8, 1997 This Amendment is made and entered into as of this 19th day of May 1999, by and between musicmaker.com, Inc., a Delaware corporation...Employment Agreement • June 15th, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • Virginia
Contract Type FiledJune 15th, 1999 Company Industry Jurisdiction
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • August 25th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks
Contract Type FiledAugust 25th, 2005 Company IndustryIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, and any derivative securities thereof, of George Foreman Enterprises, Inc., and that this Agreement be included as an Exhibit to such joint filing.
EXHIBIT 10.12 AGREEMENT OF LEASEMusicmaker Com Inc • June 15th, 1999 • Retail-catalog & mail-order houses • New York
Company FiledJune 15th, 1999 Industry Jurisdiction
EXHIBIT 10.15 STOCKHOLDERS AGREEMENTStockholders Agreement • June 15th, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJune 15th, 1999 Company Industry Jurisdiction
EXHIBIT 1Preferred Stock Rights Agreement • December 19th, 2000 • Musicmaker Com Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledDecember 19th, 2000 Company Industry Jurisdiction
Exhibit 10.25 STOCK APPRECIATION RIGHTS AGREEMENT THIS AGREEMENT is made as of this 31st day of December, 2002, by and between MM Companies, Inc., a Delaware corporation (the "Company"), and James Mitarotonda (the "Grantee"). W I T N E S S E T H: - -...Stock Appreciation Rights Agreement • March 31st, 2003 • Mm Companies Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
TERMS -----Confidential Interactive Marketing Agreement • April 5th, 2000 • Musicmaker Com Inc • Retail-catalog & mail-order houses • Washington
Contract Type FiledApril 5th, 2000 Company Industry Jurisdiction
June 12, 1998Musicmaker Com Inc • February 19th, 1999
Company FiledFebruary 19th, 1999
DEED OF LEASE BETWEENWork Agreement • April 5th, 2000 • Musicmaker Com Inc • Retail-catalog & mail-order houses • Virginia
Contract Type FiledApril 5th, 2000 Company Industry Jurisdiction
WITNESSETHMaster Equipment Lease • June 15th, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses • Massachusetts
Contract Type FiledJune 15th, 1999 Company Industry Jurisdiction
betweenMusicmaker Com Inc • April 5th, 2000 • Retail-catalog & mail-order houses • New York
Company FiledApril 5th, 2000 Industry Jurisdiction
RECITALSInvestor Rights Agreement • August 18th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
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SECTION ONE REPRESENTATIONS AND WARRANTIES OF THE INDEPENDENT CONTRACTORConsulting Agreement • March 31st, 2005 • Mm Companies Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
Contract Type FiledMarch 31st, 2005 Company Industry Jurisdiction
AGREEMENTExecution Version Agreement • October 6th, 2010 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledOctober 6th, 2010 Company Industry JurisdictionThis Agreement (the “Agreement”) is entered into on April ___, 2010 (the “Effective Date”) by and among George Foreman, individually (“Foreman”), George Foreman Ventures LLC, a Delaware limited liability company (“GFV”), and United States Pharmaceutical Group, L.L.C. (d/b/a NationsHealth), a Delaware limited liability company (together with its Subsidiaries, the “Company”). All capitalized terms used herein and not otherwise defined shall have the respective meaning provided in Section 1.
EXHIBIT 10.10.2 --------------------------------------------------------------- ----------------- STANDBY LETTER OF CREDIT AND SECURITY AGREEMENT The undersigned ("Customer") applies to Imperial Bank ("Bank") for a loan (the "Loan") in the principal...Credit and Security Agreement • June 15th, 1999 • Musicmaker Com Inc • Retail-catalog & mail-order houses
Contract Type FiledJune 15th, 1999 Company Industry
EXHIBIT 10.19 DEMAND PROMISSORY NOTE ----------------------Musicmaker Com Inc • July 2nd, 1999 • Retail-catalog & mail-order houses
Company FiledJuly 2nd, 1999 IndustryThis Note is the Note defined in that certain Note Purchase Agreement, dated as of June 23, 1999, between Borrower and Lender, as the same may be amended from time to time (the "Note Agreement"), and is governed by the terms thereof. Each capitalized term not otherwise defined herein shall have the meaning set forth in the Note Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2008 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledMarch 11th, 2008 Company Industry JurisdictionTHIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 7, 2008, is entered into by and among George Foreman Enterprises, Inc., a Delaware corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”).
Trademark License AgreementTrademark License Agreement • February 25th, 2008 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledFebruary 25th, 2008 Company Industry JurisdictionThis Trademark License Agreement (this “Agreement”) is made as of February 19, 2008, between George Foreman Ventures LLC (“Licensor”), on the one hand, and George Foreman and George Foreman Productions, Inc. (collectively, “Licensee” and together with Licensor, the “Parties”), on the other hand.
ADDENDUM TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2008 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks
Contract Type FiledMarch 11th, 2008 Company IndustryAddendum dated as of February 29, 2008 to Securities Purchase Agreement dated March 7, 2008 by and among George Foreman Enterprises, Inc., a Delaware corporation (the “Company”) and the Buyers set forth on the signature pages affixed to the Securities Purchase Agreement (individually a “Buyer” or collectively “Buyers”). Capitalized terms used herein shall have the meaning given to them in the Securities Purchase Agreement.
AGREEMENTRelease • June 4th, 2010 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledJune 4th, 2010 Company Industry JurisdictionAGREEMENT dated as of May 28, 2010 by and among George Foreman Productions, Inc. (“GF Productions”) and George Foreman (“Foreman”), on the one hand (collectively, the “Foreman Parties”), and George Foreman Ventures LLC (“GFV”) and George Foreman Enterprises, Inc. (“GFE”), on the other hand (collectively, the “GFE Parties”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided in Section 1.
Exhibit 10.2 Services Agreement ------------------ AGREEMENT dated as of the 15th day of August, 2005 by and between GEORGE FOREMAN PRODUCTIONS, INC. f/s/o George Foreman, [ADDRESS] ("Lender") and GEORGE FOREMAN VENTURES LLC, 100 N. Wilkes-Barre Blvd,...Services Agreement • August 18th, 2005 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York
Contract Type FiledAugust 18th, 2005 Company Industry Jurisdiction