EXHIBIT 10.4 SUBSCRIPTION AGREEMENT December __, 2003 CENUCO, INC. 6421 CONGRESS AVE BOCA RATON, FL 33487 Dear Sirs: 1.1 SUBSCRIPTION. I, the undersigned investor (the "Investor"), hereby subscribes for and agree to purchase one Unit consisting of...Subscription Agreement • February 13th, 2004 • Cenuco Inc • Blank checks • Florida
EXHIBIT 10.7 FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2005 • Cenuco Inc • Communications services, nec • New York
EXHIBIT 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made as of May 20, 2005, between CENUCO, INC., a Delaware corporation (the "Company") and STEVEN BETTINGER (the "Executive"). 1. EMPLOYMENT. The Company shall employ...Employment Agreement • May 26th, 2005 • Cenuco Inc • Communications services, nec • Delaware
RECITALSAsset Purchase Agreement • October 25th, 2004 • Cenuco Inc • Services-educational services • Florida
RECITALS:Purchase and Sale Agreement • October 5th, 2004 • Cenuco Inc • Services-educational services • Florida
RECITALS:Purchase Agreement • January 12th, 2000 • Virtual Academics Com Inc • Blank checks • Florida
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made as of May 20, 2005, between CENUCO, INC., a Delaware corporation (the "Company") and JOSEPH FALSETTI (the "Executive"). 1. EMPLOYMENT. The Company shall employ...Employment Agreement • May 26th, 2005 • Cenuco Inc • Communications services, nec • Delaware
RECITALSStock Purchase Agreement • November 12th, 1998 • Donnebrooke Corp • Blank checks • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October ___, 2005, by and between CENUCO, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • November 21st, 2005 • Cenuco Inc • Communications services, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2005, by and among CENUCO, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
EXHIBIT 10.4 PLAN OF MERGERPlan of Merger • May 26th, 2005 • Cenuco Inc • Communications services, nec • Delaware
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New Jersey
THIS AGREEMENT dated as of the ___ day of October 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and CENUCO, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2008, by and among Ascendia Brands, Inc., a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2007 • Ascendia Brands, Inc. • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2006 • Ascendia Brands, Inc. • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2006, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 2000 Lenox Drive, Suite 202, Lawrenceville, New Jersey 08648 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2008, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • November 21st, 2005 • Cenuco Inc • Communications services, nec • New York
SECURITY AGREEMENT, dated as of November 15, 2005, made by each of the undersigned Grantors (each a “Grantor” and together the “Grantors”), in favor of Prencen Lending LLC, a Delaware limited liability company, in its capacity as agent for the Lenders (as such terms are defined below) party to the Loan Agreement referred to below (in such capacity, together with any successor Agent, the “Agent”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2005 • Cenuco Inc • Communications services, nec • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 15, 2005, by and among CENUCO, INC., a Delaware corporation (the “Company”), and the Buyer(s) listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
CREDIT AGREEMENT by and among ASCENDIA BRANDS, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent...Credit Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • Ascendia Brands, Inc. • Communications services, nec • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of May 19, 2005, between LANDER CO., INC., a Delaware corporation (the “Company”) and STEVEN BETTINGER (the “Executive”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2005 • Cenuco Inc • Communications services, nec • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 16, 2005, between Cenuco, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (the “Execution Pages”).
FINANCING AGREEMENT The CIT Group/Commercial Services, Inc. (as Lender) and Ascendia Brands Co., Inc. (as Borrower) Dated: August 2, 2006Financing Agreement • August 8th, 2006 • Ascendia Brands, Inc. • Communications services, nec • New York
THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation, with an office located at 1211 Avenue of the Americas, New York, New York 10036 (“CIT”), is pleased to confirm the terms and conditions under which CIT shall make revolving loans and other financial accommodations to Ascendia Brands Co., Inc. (“Ascendia”) a corporation organized under and pursuant to the laws of the State of New Jersey (the “Company”), with a principal place of business located at 100 American Metro Boulevard, Suite 108, Hamilton, New Jersey 08619.
REGISTRATION RIGHTS AGREEMENT between ASCENDIA BRANDS, INC. and COTY INC. Dated as of February 9, 2007Registration Rights Agreement • March 21st, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated and effective as of February 9, 2007, is by and among Ascendia Brands, Inc., a Delaware corporation (the “Company”), and Coty Inc., a Delaware corporation (the “Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2005 • Cenuco Inc • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2005, by and among CENUCO, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of February 9, 2007 (the “Agreement Date”), by and between Ascendia Brands, Inc., a Delaware corporation (the “Company”), and Steven R. Scheyer (the “Executive”).
Re: Resignation and Separation AgreementAscendia Brands, Inc. • August 8th, 2008 • Perfumes, cosmetics & other toilet preparations
This letter is to memorialize the agreement between you and Ascendia Brands, Inc. (the “Company”) regarding your resignation and separation from employment with the Company (the “Letter Agreement”).
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by ASCENDIA REAL ESTATE LLC f/k/a Hermes Real Estate I LLC (Mortgagor) in favor of WELLS FARGO FOOTHILL, INC. as Agent for the First Lien Lenders and Bank Product...Ascendia Brands, Inc. • February 15th, 2007 • Perfumes, cosmetics & other toilet preparations • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter, together with any and all amendments, supplements, modifications or restatements of any kind, referred to as this “Mortgage”), is made as of February 9, 2007, by ASCENDIA REAL ESTATE LLC, a New York limited liability company f/k/a Hermes Real Estate I LLC, having its principal place of business at 100 Eldredge Street, Binghamton, New York 13902 (the “Mortgagor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, having an office at One Boston Place, 18th Floor, Boston, MA 02108, as Agent for the First Lien Lenders and Bank Product Providers (as hereinafter defined) (together with their respective successors and assigns in such capacity, if any, collectively, the “Mortgagee”).
FIRST AMENDMENT TO FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • December 19th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
FIRST AMENDMENT, dated as of December 15, 2007, to Financial Advisory Agreement dated as of October 15, 2007 (the “Principal Agreement”), by and between Ascendia Brands, Inc., with principal offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 and Carl Marks Advisory Group LLC and Carl Marks Securities LLC, a registered securities broker, each with principal offices at 900 Third Avenue, New York NY 10022.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 10th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of October 8, 2007, by and among Ascendia Brands, Inc., a Delaware corporation, as Administrative Borrower (“Administrative Borrower”) on behalf of itself and all other Borrowers (as defined below), Ascendia Brands (Canada) Ltd, formerly known as Lander Co. Canada Limited, a corporation amalgamated under the laws of Ontario, Canada (the “Guarantor”), the lenders listed on the signatory pages hereof (the “Required Lenders”), and Wells Fargo Foothill, Inc., a California corporation, in its capacity as the arranger and administrative agent for the Lenders (“Agent”).
THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2007, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “ Buyers”).
AMENDMENT NO 1 TO MERGER AGREEMENTMerger Agreement • May 10th, 2005 • Cenuco Inc • Communications services, nec • New York
This Amendment No. 1 (“Amendment No. 1”), dated as of May 10, 2005, to the Merger Agreement, dated March 16, 2005, by and among Cenuco, Inc., a Delaware corporation (“Purchaser”), Hermes Holding Company, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), and Hermes Acquisition Company I LLC, a Delaware limited liability company (“Seller”).
AMENDMENT NO. 1 TO SUBORDINATED NOTEAscendia Brands, Inc. • January 22nd, 2008 • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT NO. 1 (this “Amendment”) dated as of January 15, 2008 to SUBORDINATED NOTE (as amended, modified or supplemented prior to the date hereof, the “Note”) dated as of February 9, 2007, among ASCENDIA BRANDS, INC., a Delaware corporation (the “Obligor”), and COTY, INC., a Delaware corporation (together with any permitted transferee of this Note, the “Holder”). All capitalized terms used but not defined herein shall have the same meanings herein as in the Note. The parties hereto hereby agree as follows:
LOCK-UP AGREEMENTLock-Up Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
GUARANTYGuaranty • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
GUARANTY, dated as of February 9, 2007 (this “Guaranty”), made by each of the undersigned (each, together with each other Person who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, a “Guarantor” and, collectively, the “Guarantors”), in favor of Prencen Lending LLC, a Delaware limited liability company (“Prencen”), Watershed Capital Partners, L.P., a Delaware limited partnership, and Watershed Capital Institutional Partners, L.P., a Delaware limited partnership (together, “Watershed”, and together with Prencen, the “Lenders” and each, a “Lender”).
COTY B.V. COTY CANADA INC. COTY S.A.S. COTY INC. COTY US LLC - AND - ASCENDIA BRANDS CO., INC. ASCENDIA BRANDS, INC. LANDER INTANGIBLES CORPORATION ASSET PURCHASE AGREEMENT January 17, 2007Asset Purchase Agreement • January 19th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Asset Purchase Agreement (the “Agreement”) is made as of this 17th day of January, 2007 by and among COTY B.V., a Dutch besloten vennootschap with offices at Oudeweg 147, 2031 CC Haarlem, The Netherlands (hereinafter “Coty BV”); COTY CANADA INC., a Canadian corporation with offices at 1255 Trans-Canada Highway, Suite 200, Dorval HP9 2V4, Quebec, Canada (hereinafter “Coty Canada”); COTY S.A.S., a French société par actions simplifiée with offices at 14/16 Rue de Miromesnil, 75008 Paris, France (hereinafter “Coty SA”); COTY INC., a Delaware corporation with offices at 2 Park Avenue, New York, NY 10016 (hereinafter “Coty”); COTY US LLC, a Delaware limited liability company with offices at 2 Park Avenue, New York, NY 10016 (hereinafter “Coty US”, and together with Coty BV, Coty Canada, Coty SA and Coty, collectively the “Sellers” and individually a “Seller”); ASCENDIA BRANDS CO., INC. (hereinafter “Ascendia”), a New Jersey corporation with offices at 100 American Metro Boulevard, Suit
