Musicmaker Com Inc Sample Contracts

George Foreman Enterprises Inc – AGREEMENT (October 6th, 2010)

This 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.

George Foreman Enterprises Inc – AGREEMENT (October 6th, 2010)

AGREEMENT 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.

George Foreman Enterprises Inc – CONFIDENTIAL TREATMENT REQUESTED (June 4th, 2010)

AGREEMENT 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.

George Foreman Enterprises Inc – CONFIDENTIAL TREATMENT REQUESTED (June 4th, 2010)

This 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.

George Foreman Enterprises Inc – SECOND ADDENDUM TO SECURITIES PURCHASE AGREEMENT (April 21st, 2008)

Addendum dated as of March 17, 2008 to Securities Purchase Agreement dated March 31, 20081 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.

George Foreman Enterprises Inc – ADDENDUM TO SECURITIES PURCHASE AGREEMENT (March 11th, 2008)

Addendum 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.

George Foreman Enterprises Inc – SECURITIES PURCHASE AGREEMENT (March 11th, 2008)

THIS 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”).

George Foreman Enterprises Inc – Contract (March 11th, 2008)

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

George Foreman Enterprises Inc – 8% CONVERTIBLE PROMISSORY NOTE GEORGE FOREMAN ENTERPRISES, INC. DUE __________, 2010 (March 11th, 2008)

This Convertible Promissory Note is due __________, 2010 and is one of a series of duly authorized and issued convertible promissory notes of George Foreman Enterprises, Inc., a Delaware corporation (the “Company”), designated its 8% Convertible Promissory Notes (the “Note” or the “Notes”). This Note is issued to ________________________________________ (together with its permitted successors and assigns, the “Holder”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated __________, 2008 (the “Securities Purchase Agreement”) between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

George Foreman Enterprises Inc – Trademark License Agreement (February 25th, 2008)

This 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.

George Foreman Enterprises Inc – SERVICES AGREEMENT (February 25th, 2008)

This Services Agreement (“Agreement”) dated as of the 19th day of February, 2008 is by and between GEORGE FOREMAN PRODUCTIONS, INC. and GEORGE FOREMAN on the one hand (collectively, “Foreman”) and GEORGE FOREMAN VENTURES LLC on the other hand (“Company”).

George Foreman Enterprises Inc – CONFIDENTIAL TREATMENT REQUESTED (June 21st, 2007)

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 THE SECURITIES AND EXCHANGE COMMISSION.

George Foreman Enterprises Inc – Services Agreement (June 14th, 2007)

This Services Agreement (this “Agreement”) is made and entered into as of September 6, 2006, by and between KnowFat Franchise Company, Inc., a Delaware corporation (“KnowFat”), and George Foreman Ventures, LLC, a Delaware limited liability company (“GFVentures”, together with KnowFat, the “Parties”).

George Foreman Enterprises Inc – Promotion License Agreement (June 14th, 2007)

This Promotion License Agreement (this "Agreement") is made as of September 6, 2006, between KnowFat Franchise Company, Inc., a Delaware Corporation ("KnowFat") and George Foreman Ventures, LLC, a Delaware limited liability company ("GFVentures" and together with KnowFat, the "Parties"). Terms not otherwise defined herein shall have the meanings ascribed to them in the Services Agreement (defined below).

George Foreman Enterprises Inc – GEORGE FOREMAN VENTURES, LLC 4TH FLOOR WILKES-BARRE, PA 18702 (June 14th, 2007)

Promotion License Agreement entered into as of September 6, 2006 by and between Knowfat Franchise Company, Inc. and George Foreman Ventures, LLC (the “License Agreement”)

George Foreman Enterprises Inc – EXCLUSIVE TRADEMARK LICENSE AGREEMENT (April 26th, 2007)

This Exclusive Trademark License Agreement (the “Agreement”) is made and entered into on this 20th day of April, 2007 (the “Effective Date”) by and between In Stride L.L.C., a Delaware limited liability company that trades in the State of New Jersey as InStride Shoes L.L.C. and which has a principal place of business at 29 Polhemus Drive, Hillsborough, NJ 08844 (hereinafter referred to as “Licensor”) and InStride Ventures, LLC, a Delaware limited liability company with a principal place of business at c/o George Foreman Ventures LLC, 100 North Wilkes-Barre Boulevard, 4th Floor, Wilkes-Barre, Pennsylvania 18702 (hereinafter referred to as “Licensee”). Each of Licensor and Licensee may be referred to herein as a “party” and collectively as the “parties”.

George Foreman Enterprises Inc – License Agreement (April 26th, 2007)

This License Agreement (this "Agreement") is made as of April 20, 2007, between George Foreman Ventures LLC ("Licensor"), on the one hand, and InStride Ventures, LLC ("Licensee" and together with Licensor, the "Parties"), on the other hand.

George Foreman Enterprises Inc – OPERATING AGREEMENT OF INSTRIDE VENTURES, LLC (April 26th, 2007)

THIS OPERATING AGREEMENT (this “Agreement”) of InStride Ventures, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), is entered into by and among George Foreman Ventures LLC, a Delaware limited liability company (“George Foreman Ventures”), In Stride, L.L.C., a Delaware limited liability company doing business in New Jersey as In Stride Shoes, L.L.C. (“In Stride”), Olen Rice, an individual (“Rice”), and Paul Koester, an individual (“Koester”) (individually a “Member” or collectively the “Members”).

George Foreman Enterprises Inc – Trademark License and Services Agreement (September 13th, 2006)

This Trademark License and Services Agreement (this "Agreement") is made as of September 7, 2006, between Vita Ventures, LLC, a Delaware Limited Liability Company ("Licensee"), 8 Henderson Drive, West Caldwell, New Jersey 07006, Attention: Keith Frankel, and G-Nutritional, LLC, a Delaware limited liability company ("GN" and together with Licensee, the "Parties"), c/o George Foreman Enterprises, Inc., 100 North Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, PA 18702, Attention: Efrem Gerszberg. Terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement (defined below).

George Foreman Enterprises Inc – VITA VENTURES, LLC OPERATING AGREEMENT Dated as of September 7, 2006 (September 13th, 2006)

THIS AGREEMENT is made and entered into as of September 7, 2006, by and between G-Nutritional, LLC, a Delaware limited liability company ("GN") and Vitaquest International LLC, a Delaware limited liability company ("VQT"). GN and VQT hereafter are referred to collectively as the "Members."

George Foreman Enterprises Inc – AGREEMENT (August 25th, 2005)

Exhibit 10.6 AGREEMENT This Agreement (this "Agreement") is made and entered into as of August 15, 2005, by and among Seymour Holtzman ("SH") and Jewelcor Management, Inc. ("JMI", and together with SH, "Jewelcor"), on the one hand, and George Foreman ("GF") and George Foreman Productions, Inc., a Nevada corporation ("GFPI", and together with GF, "Foreman"), on the other hand. RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, Foreman, on the one hand, and George Foreman Ventures LLC, a Delaware limited liability company ("GFV"), on the other hand, are entering into an assignment agreement, in substantially the form attached hereto as Exhibit A (such agreement, the "Assignment Agreement"); and WHEREAS, concurrently with the execution and delivery of this Agreement, GFV, on t

George Foreman Enterprises Inc – REGISTRATION RIGHTS AGREEMENT (August 18th, 2005)

Exhibit 10.3 MM COMPANIES, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 15, 2005, by and among MM Companies, Inc., a Delaware corporation (the "Company"), on the one hand, and George Foreman ("GF") and George Foreman Productions, Inc., a Nevada corporation ("GFPI", and together with GF, "Foreman"), on the other hand. RECITALS WHEREAS, concurrently with, and as a condition to, the execution and delivery of this Agreement, GF and GFPI, on the one hand, and George Foreman Ventures LLC, a Delaware limited liability company of which the Company is a member ("GFV"), on the other hand, are entering into an assignment agreement, in substantially the form attached hereto as Exhibit A (such agreement, the "Assignment Agreement"); and WHER

George Foreman Enterprises Inc – INVESTOR RIGHTS AGREEMENT (August 18th, 2005)

Exhibit 10.4 MM COMPANIES, INC. INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made and entered into as of August 15, 2005, by and among MM Companies, Inc., a Delaware corporation (the "Company"), and George Foreman Ventures LLC, a Delaware limited liability company of which the Company is a member ("GFV"), on the one hand, and George Foreman ("GF") and George Foreman Productions, Inc., a Nevada corporation ("GFPI", and together with GF, "Foreman"), on the other hand. RECITALS WHEREAS, concurrently with, and as a condition to, the execution and delivery of this Agreement, Foreman, on the one hand, and GFV, on the other hand, are entering into an assignment agreement, in substantially the form attached hereto as Exhibit A (such agreement, the "Assignment Agreement"); and WHERE

George Foreman Enterprises Inc – Services Agreement (August 18th, 2005)

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, 4th Floor, Wilkes-Barre, Pennsylvania 18702 ("Company"). 1. Services. (a) Reference is hereby made to the Assignment Agreement between the parties of even date herewith ("Assignment Agreement"). The terms "Foreman Indicia," "Indicia Rights" and "Marks" as defined in the Assignment Agreement shall have the same meanings when used herein. (b) During the first five (5) years of the Term (as hereinafter defined), Lender agrees to furnish the personal services of George Foreman ("GF"), and to cause GF to use GF's best efforts to assist Company in the exploitation of the Indicia Righ

George Foreman Enterprises Inc – EMPLOYMENT AGREEMENT (August 18th, 2005)

Exhibit 10.7 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 "Company"), and George Foreman III ("Employee"). WHEREAS, the Company desires to continue to employ Employee, and Employee desires to accept such continued employment on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Term. Unless earlier terminated in accordance with Section 4 hereof, the term of

George Foreman Enterprises Inc – LIMITED LIABILITY COMPANY AGREEMENT (August 18th, 2005)

Exhibit 10.5 =============================================================================== AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GEORGE FOREMAN VENTURES LLC =============================================================================== AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GEORGE FOREMAN VENTURES LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of George Foreman Ventures LLC (the "Company") is made as of August 15, 2005, by and among the Persons whose names are set forth on Schedule A as the members, as such Schedule may be amended pursuant to the terms hereof (each, a

George Foreman Enterprises Inc – EMPLOYMENT AGREEMENT (August 18th, 2005)

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 "Company"), and George Foreman, Jr. ("Employee"). WHEREAS, the Company desires to continue to employ Employee, and Employee desires to accept such continued employment on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Term. Unless earlier terminated in accordance with Section 4 hereof, the term o

George Foreman Enterprises Inc – ASSIGNMENT AGREEMENT (August 18th, 2005)

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 VENTURES LLC, 100 N. Wilkes-Barre Blvd, 4th Floor, Wilkes-Barre, Pennsylvania 18702, on the other hand ("Assignee"). Whereas, subject to certain limited exceptions described herein, Assignor is the owner of all right, title and interest, in and to the Indicia Rights and the Marks (as defined below), and whereas Assignee desires to obtain all right, title and interest in and to the Indicia Rights and the Marks (as defined below), all on the terms and conditions provided below, the parties agree as follows, for good and valuable consideration, the receipt of which is hereby acknowle

Mm Companies Inc – TERMINATION AND ASSIGNMENT AGREEMENT (May 16th, 2005)

This Termination and Assignment Agreement ("Agreement") is entered into this 10th day of May 2005, by and between MM Companies, Inc., a Delaware Corporation, having an office at c/o Jewelcor Management, Inc., 100 North Wilkes-Barre Blvd. 4th Floor, Wilkes-Barre, PA 18702 (formerly known as Musicmaker.com, Inc. and referred to herein as "MMCO"), The Markets.com, a limited liability company organized under the laws of the state of Delaware, having an office at 1740 Broadway, 23rd Floor, New York, NY 10019 (the "Markets"), and 1740 Broadway Associates, L.P., a New York limited partnership, having an office at c/o Vornado Office Management LLC, 888 Seventh Avenue, New York, New York 10019 ("Associates").

Mm Companies Inc – CONSULTING AGREEMENT (March 31st, 2005)

EXHIBIT 10.27 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is entered into and effective as of June 10, 2004 (the "Effective Date"), by and between MM Companies, Inc., a Delaware corporation (the "Corporation"), with its principal executive offices located at Jewelcor Center, 100 N. Wilkes-Barre Blvd., Wilkes-Barre, Pennsylvania 18702, and Jewelcor Management, Inc., a Nevada corporation (the "Independent Contractor"), having its principal executive offices located at 100 North Wilkes-Barre Boulevard, Wilkes-Barre, Pennsylvania 18702. RECITALS WHEREAS, the Corporation desires to retain the Independent Contractor to act as a consultant to assist in developing and implementing a strategic plan for the Corporation, to provide clerical, management, legal and accounting services and for other related consulting services to

Mm Companies Inc – STOCK APPRECIATION RIGHTS AGREEMENT (March 31st, 2003)

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: - - - - - - - - - - WHEREAS, the Company desires to further document the grant to the Grantee of certain stock appreciation rights (the "SARs") as set forth below; and WHEREAS, the Company and the Grantee desire to enter into a written agreement with respect to such SARs. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Subject to the terms, restrictions, limitations and conditions stated herein,

Mm Companies Inc – STOCK APPRECIATION RIGHTS AGREEMENT (March 31st, 2003)

Exhibit 10.26 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 Seymour Holtzman (the "Grantee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company desires to further document the grant to the Grantee of certain stock appreciation rights (the "SARs") as set forth below; and WHEREAS, the Company and the Grantee desire to enter into a written agreement with respect to such SARs. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Subject to the terms, restrictions, limitations and conditions stated herein, t

Musicmaker Com Inc – DEED OF LEASE (April 5th, 2000)

Exhibit 10.21 DEED OF LEASE BETWEEN PARKRIDGE FIVE ASSOCIATES LIMITED PARTNERSHIP AS LANDLORD, AND MUSICMAKER.COM,INC. AS TENANT _____________________________________________________ _____________________________________________________ For 20,566 20,000 rentable square feet In Parkridge Five Dated: September _____, 1999 DEED OF LEASE THIS DEED OF LEASE (this "Lease") is made as of the _____ day of September, 1999 (the "Date of Lease"), by Parkridge Five Associates Limited Partnership, a Virginia Limited Partnership ("Landlo

Musicmaker Com Inc – INTERACTIVE MARKETING AGREEMENT (April 5th, 2000)

Exhibit 10.23 Confidential INTERACTIVE MARKETING AGREEMENT ------------------------------- This Interactive Marketing Agreement (the "Agreement"), dated as of September 15, 1999 (the "Effective Date"), is between America Online, Inc. ("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and musicmaker.com, Inc. ("Interactive Content Provider" or "ICP"), a Delaware corporation with offices at 1831 Wiehle Ave., Suite 128, Reston, VA 20190. AOL and ICP may be referred to individually as a "Party" and collectively as the "Parties." INTRODUCTION ------------ AOL and ICP desire to enter into an interactive marketing relationship whereby AOL will promote and distribute an interactive site referred to (and further defined) herein as

Musicmaker Com Inc – AGREEMENT OF LEASE (April 5th, 2000)

Exhibit 10.20 ================================================================================ AGREEMENT OF LEASE between 1740 BROADWAY ASSOCIATES, L.P. Landlord and musicmaker.com, Inc. Tenant Entire rentable area of the 23rd Floor 1740 Broadway New York, New York Proskauer Rose LLP 1585 Broadway New York, New York 10036 ================================================================================ TABLE OF CONTENTS -----------------