REGISTRATION AGREEMENTRegistration Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Illinois
THIS REGISTRATION AGREEMENT (this "Agreement") is made as of August 20, 2002, by and among Otis Spunkmeyer Holdings, Inc., a Delaware corporation (the "Company"), Code Hennessy & Simmons IV LP, a Delaware limited partnership ("CHS"), and each of the other Persons listed on the signature pages attached hereto or who otherwise hereafter become parties to this agreement by executing the Joinder attached hereto as Exhibit A (the "Minority Stockholders"). CHS and the Minority Stockholders are collectively referred to herein as the "Stockholders," and are individually referred to herein as a "Stockholder." Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
EXECUTIVE SECURITIES AGREEMENTExecutive Securities Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Illinois
THIS AGREEMENT is made as of August 20, 2002 by and between Otis Spunkmeyer Holdings, Inc. a Delaware corporation (the "Company"), and Ahmad Hamade (the "Executive"). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 6 hereof.
OTIS SPUNKMEYER HOLDINGS, INC. (a Delaware corporation) [ • ] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 8th, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • New York
OTIS SPUNKMEYER, INC. c/o Code Hennessy & Simmons IV LP 10 South Wacker Drive, Suite 3175 Chicago, Illinois 60606 August 20, 2002Otis Spunkmeyer Holdings Inc • August 3rd, 2006 • Cookies & crackers
Reference is hereby made to that certain Agreement and Plan of Merger by and among the Company, Otis Spunkmeyer Merger Sub, Inc., Otis Spunkmeyer, Inc., the stockholders and holders of options of the Corporation listed on Schedule I attached thereto, and Atlantic Equity Partners International II, L.P., dated June 27, 2002 (the "Merger Agreement"). In consideration of the terms and conditions contained in this letter agreement and the Merger Agreement as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree to the following amendments to the Employment Agreement:
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • California
THIS AGREEMENT (the "Agreement") is made and entered into as of November 20, 1998, by and between Otis Spunkmeyer, Inc., a Delaware corporation ("Company") and John Stephen Schiavo ("Executive").
OTIS SPUNKMEYER HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 8th, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Delaware
THIS AGREEMENT (this "Agreement") is made as of , 2006, by and between Otis Spunkmeyer Holdings, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and [ ] (the "Indemnitee").
OTIS SPUNKMEYER, INC. c/o Code Hennessy & Simmons IV LP 10 South Wacker Drive, Suite 3175 Chicago, Illinois 60606 August 20, 2002Otis Spunkmeyer Holdings Inc • August 3rd, 2006 • Cookies & crackers
Reference is hereby made to that certain Agreement and Plan of Merger by and among the Company, Otis Spunkmeyer Merger Sub, Inc., Otis Spunkmeyer, Inc., the stockholders and holders of options of the Corporation listed on Schedule I attached thereto, and Atlantic Equity Partners International II, L.P., dated June 27, 2002 (the "Merger Agreement"). In consideration of the terms and conditions contained in this letter agreement and the Merger Agreement as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree to the following amendments to the Employment Agreement:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Illinois
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of August 20, 2002 (the "Closing Date"), by and among Otis Spunkmeyer Holdings, Inc., a Delaware corporation (the "Company"), Code, Hennessy & Simmons IV LP ("CHS") and each of the other individuals and entities listed on Schedule of Investors attached hereto (with CHS, collectively referred to herein as the "Investors" and individually as "Investor").
ASSET PURCHASE AGREEMENT BY AND AMONG JEFFREY MCDONALD, DAVID MERKEL, MERKEL MCDONALD, INC. AND OTIS SPUNKMEYER, INC. DATED AS OF SEPTEMBER 22, 2005Asset Purchase Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • California
THIS ASSET PURCHASE AGREEMENT, dated as of September 22, 2005, is made by and among (i) Jeffrey McDonald and David Merkel (each, a "Stockholder" and collectively, the "Stockholders"), (ii) Merkel McDonald, Inc., a Texas corporation (the "Company"), and (iii) Otis Spunkmeyer, Inc., a Delaware corporation (the "Purchaser"). The Stockholders, the Company and the Purchaser are referred to herein collectively as the "Parties" and individually as a "Party." Certain capitalized terms used herein are defined in Article I below.
MANAGEMENT AGREEMENTManagement Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Illinois
THIS MANAGEMENT AGREEMENT (this "Agreement"), dated as of August 20, 2002 is made by and between CHS Management IV LP, a Delaware limited partnership ("CHS"), and Otis Spunkmeyer, Inc., a Delaware corporation (the "Company").
OPTION GRANT AGREEMENTOption Grant Agreement • September 8th, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Delaware
THIS OPTION GRANT AGREEMENT (this "Agreement"), dated as of (the "Grant Date"), is entered into between Otis Spunkmeyer Holdings, Inc., a Delaware corporation (the "Company"), and (the "Participant").
Amendment No. 1 to Asset Purchase AgreementAsset Purchase Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • California
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated as of September 28, 2005, is entered into by and between Merkel McDonald, Inc., a Texas corporation (the "Company"), Jeffrey McDonald and David Merkel (together, the "Stockholders") and Otis Spunkmeyer, Inc., a Delaware corporation (the "Purchaser").
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • California
THIS AGREEMENT (the "Agreement") is made and entered into as of November 20, 1998, by and between Otis Spunkmeyer, Inc., a California corporation ("Company") and AHMAD HAMADE ("Employee").
