Planet Beach Franchising Corp Sample Contracts

Planet Beach Franchising Corp – FISHMAN HAYGOOD PHELPS WALMSLEY WILLIS & SWANSON, L.L.P. (July 1st, 2010)

At your request, we have examined the Registration Statement on Form S-1 (File No. 333-165879) (the “Registration Statement”) of Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the public offering by the Company of (i) 3,750,000 newly issued units (“Firm Units”), each Unit consisting of one share of the Company’s authorized but unissued common stock, $0.0001 par value (“Common Stock”) and one redeemable Common Stock purchase warrant (the “Warrants”), (ii) up to 562,500 newly issued units pursuant to an option granted by the Company to the Underwriters solely to cover over-allotments, if any (the “Over-allotment Units” and, together with the Firm Units, the “Units”), (iii) up to 431,250 warrants to be issued to the representative of the several underwriters in connection with the offering (the “Re

Planet Beach Franchising Corp – WARRANT AGREEMENT (July 1st, 2010)

This Warrant Agreement (the “Agreement”) is made as of ______, 2010, by and between Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), and Registrar and Transfer Company (the “Warrant Agent”).

Planet Beach Franchising Corp – FORM OF WARRANT CERTIFICATE VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON _________, 2013 UNIT WARRANTS TO PURCHASE COMMON STOCK (July 1st, 2010)

THIS CERTIFIES THAT _________, or its registered assigns, is the registered holder of the number of Unit Warrants (“Warrants”) set forth above. Each Warrant entitles the holder thereof to purchase from Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, dated as of _________, 2010, by and between the Company and Registrar and Transfer Company (the “Warrant Agreement”), during the period (the “Exercise Period”) commencing as of 9:30:01 a.m., New York time, on _________, 2010, and ending as of 5:00 p.m., New York time, on _________, 2013 (“Expiration Time”), one (1) fully paid and non-assessable share of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). Any capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Warrant Agreement.

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION UNDERWRITING AGREEMENT (July 1st, 2010)
Planet Beach Franchising Corp – UNITS EACH CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS (May 21st, 2010)

THIS CERTIFIES THAT IS THE OWNER OF UNITS. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of PLANET BEACH FRANCHISING CORPORATION, a Delaware corporation (the “Corporation”), and one warrant (each, a “Warrant”) to purchase one (1) share of Common Stock at a price of $[ ] per share (subject to adjustment). Each Warrant will become exercisable as of [ ], 2010, and will expire on [ ], 2013. The terms of the Warrants are governed by a warrant agreement (the “Warrant Agreement”) between the Corporation and Registrar and Transfer Company, the Corporation’s transfer agent, dated as of [ ], 2010, as amended, restated or supplemented from time to time, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement will be on file at the office of Registrar and Transfer Company, 10 Commerce Drive, Cranford,

Planet Beach Franchising Corp – EMPLOYMENT AGREEMENT (May 21st, 2010)

EMPLOYMENT AGREEMENT dated May 18, 2010 (the “Employment Agreement”) is made by and between Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), and Richard L. Juka (the “Executive”).

Planet Beach Franchising Corp – NON-LOUISIANA NON-COMPETITION AGREEMENT (May 21st, 2010)

THIS NONCOMPETITION AGREEMENT (this “Agreement”) dated May 18, 2010 is made by Stephen P. Smith (“Executive”) and Planet Beach Franchising Corporation, a Delaware corporation (the “Company”).

Planet Beach Franchising Corp – EMPLOYMENT AGREEMENT (May 21st, 2010)

EMPLOYMENT AGREEMENT dated May 18, 2010 (the “Employment Agreement”) is made by and between Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), and Stephen P. Smith (the “Executive”).

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION 2005 STOCK OPTION PLAN AWARD AGREEMENT (May 21st, 2010)

We are pleased to confirm that Planet Beach Franchising Corporation, a Delaware corporation (the “Company”) has granted you an option (the “Option”) to purchase shares of its common stock, par value $0.0001 per share (the “Shares”), subject to the terms and conditions of the Company’s 2005 Stock Option Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the same meanings as set forth in the Plan.

Planet Beach Franchising Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PLANET BEACH FRANCHISING CORPORATION (May 21st, 2010)

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION 2005 STOCK OPTION PLAN As Amended May 18, 2010 (May 21st, 2010)

The 2005 Stock Option Plan (the “Plan”) of Planet Beach Franchising Corporation, a Louisiana corporation (the “Company”), adopted by the Board of Directors of the Company on July 15, 2005, through which the Company may award options to purchase shares of the Common Stock of the Company to employees, area representatives, directors and franchisees. The plan is expected to benefit the shareholders of the Company by associating the interests of the option recipients with those of the Company’s shareholders. The Plan will encourage those persons who have substantial responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging them to contribute to the success of the Company and to remain in its employ. The availability and offering of stock options under the Plan is also intended to increase the Company’s ability to attract and retain individuals of exceptional managerial talent upon whom, i

Planet Beach Franchising Corp – NON-LOUISIANA NON-COMPETITION AGREEMENT (May 21st, 2010)

THIS NONCOMPETITION AGREEMENT (this “Agreement”) dated May 18, 2010 is made by Richard L. Juka (“Executive”) and Planet Beach Franchising Corporation, a Delaware corporation (the “Company”).

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION COMMON STOCK WARRANT (May 21st, 2010)

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth.

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION 2005 STOCK OPTION PLAN AWARD AGREEMENT (May 21st, 2010)

We are pleased to confirm that Planet Beach Franchising Corporation, a Delaware corporation (the “Company”) has granted you an option (the “Option”) to purchase shares of its common stock, par value $0.0001 per share (the “Shares”), subject to the terms and conditions of the Company’s 2005 Stock Option Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the same meanings as set forth in the Plan.

Planet Beach Franchising Corp – ASSET PURCHASE AGREEMENT by and among PLANET BEACH FRANCHISING CORPORATION and PLANET BEACH BRANDS, L.L.C. STEPHEN P. SMITH May 18, 2010 (May 21st, 2010)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated May 18, 2010 is made by PLANET BEACH FRANCHISING CORPORATION, a Delaware corporation (the “Buyer”) and PLANET BEACH BRANDS, L.L.C. (the “Seller”) and STEPHEN P. SMITH, an individual residing in New Orleans, Louisiana (the “Shareholder”)

Planet Beach Franchising Corp – Loan Detail Status of Portfolio • Status of Portfolio — NonCurrent • Application of Funds • Loans with no ACH bank 45 Days Delinquent • 65 Days Default • Payout Statement • Funding • Other Reports • 1098/1099 (April 2nd, 2010)
Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION COMMON STOCK WARRANT (April 2nd, 2010)

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth.

Planet Beach Franchising Corp – BYLAWS OF PLANET BEACH FRANCHISING CORPORATION (April 2nd, 2010)
Planet Beach Franchising Corp – MULTI-UNIT OPTION AGREEMENT (April 2nd, 2010)

This Multi-Unit Option Agreement (“Agreement”) entered into this day of , 200 , between Planet Beach Franchising Corporation, a Delaware corporation, with an address at 5145 Taravella Road, Marrero, Louisiana 70072 (hereafter “Planet Beach”), and (hereafter “you”).

Planet Beach Franchising Corp – FORM OF WARRANT CERTIFICATE VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON , 2013 UNIT WARRANTS TO PURCHASE COMMON STOCK (April 2nd, 2010)

THIS CERTIFIES THAT , or its registered assigns, is the registered holder of the number of Unit Warrants (“Warrants”) set forth above. Each Warrant entitles the holder thereof to purchase from Planet Beach Franchising Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, dated as of , 2010, by and between the Company and Securities Transfer Corporation, a corporation (the “Warrant Agreement”), during the period (the “Exercise Period”) commencing as of 9:30:01 a.m., New York time, on , 2010, and ending as of 5:00 p.m., New York time, on , 2013 (“Expiration Time”), one (1) fully paid and non-assessable share of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). Any capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Warrant Agreement.

Planet Beach Franchising Corp – PLANET BEACH INTERNATIONAL, L.L.C. MASTER FRANCHISE AGREEMENT FOR TERRITORY (April 2nd, 2010)

THIS AGREEMENT (“Agreement”) is made and entered into this day of 2008, by and between Planet Beach International, L.L.C. a limited liability company organized under the laws of the State of Louisiana, U.S.A. with its principal place of business at 5161 Taravella Road Marrero, LA 70072, U.S.A. (“Franchisor”), and , a corporation organized under the laws of and with its principal place of business at (“Master Franchisee”).

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION 2005 STOCK OPTION PLAN (April 2nd, 2010)

The 2005 Stock Option Plan (the “Plan”) of Planet Beach Franchising Corporation, a Louisiana corporation (the “Company”), adopted by the Board of Directors of the Company on July ___, 2005, through which the Company may award options to purchase shares of the Common Stock of the Company to employees, area representatives, directors and franchisees. The plan is expected to benefit the shareholders of the Company by associating the interests of the option recipients with those of the Company’s shareholders. The Plan will encourage those persons who have substantial responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging them to contribute to the success of the Company and to remain in its employ. The availability and offering of stock options under the Plan is also intended to increase the Company’s ability to attract and retain individuals of exceptional managerial talent upon whom,

Planet Beach Franchising Corp – PROMISSORY NOTE (April 2nd, 2010)

PROMISE TO PAY. PLANET BEACH FRANCHISING CORPORATION (“Borrower”) promises to pay to the order of Whitney National Bank (“Lender”), in lawful money of the United States of America the sum of Seven Hundred Forty-seven Thousand Three Hundred Thirteen & 88/100 Dollars (U.S. $747,313.88), together with simple interest at the rate of 8.250% per annum assessed on the unpaid principal balance of this Note as outstanding from time to time, commencing on July 19, 2007 and continuing until this Note is paid in full.

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION FRANCHISE AGREEMENT DATA SHEET (April 2nd, 2010)

The information contained in this Data Sheet is incorporated by reference into the Planet Beach Franchising Corporation Franchise Agreement.

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION AREA REPRESENTATIVE AGREEMENT DATA SHEET (April 2nd, 2010)

The information contained in this Data Sheet is incorporated by reference into the Planet Beach Franchising Corporation Area Representative Agreement.

Planet Beach Franchising Corp – MULTI-UNIT OPTION AGREEMENT (October 16th, 2008)

This Multi-Unit Option Agreement ("Agreement") entered into this day of , 200__, between Planet Beach Franchising Corporation, a Louisiana corporation, with an address at 5161 Taravella Road, Marrero, Louisiana 70072 (hereafter "Planet Beach"), and_______________________________________ (hereafter "you").

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION SUBSCRIPTION AGREEMENT (October 16th, 2008)

The Investor named below, by payment of the purchase price for shares of Common Stock of Planet Beach Franchising Corporation (the “Company”), by the delivery of a check payable to the Company, hereby subscribes for the purchase of the number of shares of Common Stock of the Company indicated below, at a purchase of $0.50 per share as set forth in the Prospectus.

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION AREA REPRESENTATIVE AGREEMENT DATA SHEET (October 16th, 2008)

The information contained in this Data Sheet is incorporated by reference into the Planet Beach Franchising Corporation Area Representative Agreement.

Planet Beach Franchising Corp – PLANET BEACH FRANCHISING CORPORATION FRANCHISE AGREEMENT DATA SHEET (October 16th, 2008)

The information contained in this Data Sheet is incorporated by reference into the Planet Beach Franchising Corporation Franchise Agreement.

Planet Beach Franchising Corp – BYLAWS OF PLANET BEACH FRANCHISING CORPORATION (the “Corporation”) Adopted on March 25, 2008 (October 16th, 2008)
Planet Beach Franchising Corp – AMENDED AND RESTATED TRADEMARK AND SYSTEM LICENSE AGREEMENT (October 16th, 2008)

AMENDED AND RESTATED TRADEMARK AND SYSTEM LICENSE AGREEMENT (this “Agreement”), dated as of September 15, 2008, between Planet Beach Brands, LLC, a Louisiana Limited Liability Company with its principal place of business at 920 Poeyfarre, Ph.3, New Orleans, LA, 70130 (“Licensor”) and Planet Beach Franchising Corporation, a Nevada corporation (formerly a Louisiana corporation) with its principal place of business at 5145 Taravella Road, Marrero, LA 70072 (“Licensee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below).