Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the ___ day of June, 2005 (the "Effective Date") between Ronco Corporation, a Delaware corporation (the "Company"), the...Registration Rights Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • New York
W I T N E S S E T H:Assignment and Assumption Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
Exhibit 10.8 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of this ___ day of June 2005, by and between Ronco Corporation, a Delaware corporation (the "Company"), and the investor identified on the signature page to...Subscription Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • New York
WARRANT TO PURCHASE 266,667 SHARES OF COMMON STOCK OF RONCO CORPORATION Void after June 30, 2010Ronco Corp • November 4th, 2005 • Retail-nonstore retailers • Delaware
WARRANT TO PURCHASE 266,667 SHARES OF COMMON STOCK OF RONCO CORPORATION Void after June ___, 2010Fi Tek Vii Inc • July 1st, 2005 • Investors, nec • Delaware
EXIBIT 2.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
BACKGROUNDTransition Services Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
EXIBIT 2.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • California
EXHIBIT 10.9 PLACEMENT AGENT AGREEMENTAgent Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • New York
BY AND AMONGAgreement and Plan of Merger • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • New York
Exhibit 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of the _____ day of June, 2005, by and between RONCO CORPORATION (formerly known as Fi-Tek VII, Inc.), a Delaware corporation, with principal offices in Chatsworth, California (the...Employment Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
This Stock Pledge Agreement (this “Agreement”), dated as of October 18, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”) and Ronco Corporation, a Delaware corporation (the “Company” or “Pledgor”).
ContractRonco Corp • October 24th, 2006 • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 10.8 NEW PRODUCT DEVELOPMENT AGREEMENT This New Product Development Agreement (this "Agreement") is made and entered into as of June 30, 2005, by and among Ronald M. Popeil ("Popeil" or "Party"), Alan L. Backus ("Backus" or "Party") and Ronco...New Product Development Agreement • January 20th, 2006 • Ronco Corp • Retail-nonstore retailers • California
Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of the _____ day of June, 2005, by and between RONCO CORPORATION (formerly known as Fi-Tek VII, Inc.), a Delaware corporation, with principal offices in Chatsworth, California (the...Employment Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrant referred to therein.
Ronco Corporation Lock-up Agreement June 30, 2005Lock-Up Agreement • July 29th, 2005 • Fi Tek Vii Inc • Investors, nec
Exhibit 10.13 RONCO CORPORATION RESTICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the ____ day of June, 2005 by and between Ronco Corporation, a Delaware corporation (the "Company"), and Richard F. Allen, Sr. (the "Purchaser"). WHEREAS,...Resticted Stock Purchase Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • California
EXHIBIT 10.6 CONSULTING AND ADVISORY SERVICES AGREEMENT This CONSULTING AND ADVISORY SERVICES AGREEMENT for independent contractor consulting and advisory services ("Agreement") is made and entered into as of June 30, 2005 (the "Effective Date"), by...Consulting and Advisory Services Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
RECITALSCo-Existence Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
ContractRonco Corp • October 24th, 2006 • Retail-nonstore retailers • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
LETTER LOAN AGREEMENT June 9, 2006Letter Loan Agreement • October 13th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
The undersigned, RONCO CORPORATION, a Delaware corporation (“Borrower”), has requested that Sanders Morris Harris Inc., a Texas corporation, individually and as administrative agent (the “Lead Lender”), and the persons and entities listed on the schedule of lenders attached hereto as Schedule 1 (each, together with the Lead Lender, a “Lender” and, collectively, the“Lenders”) lend to Borrower the net sum of up to $3,000,000.00. Subject to the terms of this Loan Agreement (this “Agreement”), Borrower and each of the Lenders hereby agree as follows:
RONCO CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2006 • Ronco Corp • Retail-nonstore retailers • Delaware
This Indemnification Agreement (“Agreement”) is made as of this ___ day of ___________, ______, by and between Ronco Corporation, a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
EXHIBIT 10.10 May 20, 2005 Mr. Barry J. Levien Chairman Ronco Marketing Corporation 1330 Avenue of the Americas New York, NY 10019 Dear Mr. Levien: This letter will serve as an agreement between the parties hereto and replaces all prior agreements...Ronco Corp • November 4th, 2005 • Retail-nonstore retailers • New York
EXHIBIT 10.7 May 20, 2005 Mr. Barry J. Levien Chairman Ronco Marketing Corporation 1330 Avenue of the Americas New York, NY 10019 Dear Mr. Levien: This letter will serve as an agreement between the parties hereto and replaces all prior agreements...Fi Tek Vii Inc • July 1st, 2005 • Investors, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of October 18, 2006, is made by RONCO MARKETING CORPORATION, a Delaware corporation (“Grantor”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
ASSIGNMENT OF LIFE INSURANCE POLICYAssignment of Life Insurance • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers
THIS ASSIGNMENT OF LIFE INSURANCE POLICY (“Assignment”) is made as of October 18, 2006, in favor of Ronco Corporation, a Delaware corporation (the “Assignee”), by Sanders Morris Harris Inc., a Texas corporation (the “Lead Lender”), individually and on behalf of the Lenders (the “Lenders,” and collectively with the Lead Lender, the “Assignor”) parties to the Letter Loan Agreement dated June 9, 2006 (the “Loan Agreement”) among Assignor and Assignee.
RONCO CORPORATION RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • July 29th, 2005 • Fi Tek Vii Inc • Investors, nec • California
THIS AGREEMENT is made as of the 28th day of June, 2005 by and between Ronco Corporation, a Delaware corporation (the “Company”), and Gilbert Azafrani (the “Purchaser”).
AMENDMENT NO. 1 TO LETTER LOAN AGREEMENTLetter Loan Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
This Amendment No. 1 to Letter Loan Agreement (the “Amendment”) is made effective as of October 18, 2006 (the “Amendment Date”) and is entered into by and among Ronco Corporation, a Delaware corporation (the “Borrower”), Sanders Morris Harris Inc., a Texas corporation, individually and as administrative agent (the “Lead Lender”) and the persons and entities listed on the schedule of lenders attached to the Agreement (as defined below) as Schedule 1 (each, together with the Lead Lender, a “Lender” and, collectively, the“Lenders”).
ContractRonco Corp • October 24th, 2006 • Retail-nonstore retailers • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
LIMITED SUBORDINATION AGREEMENTLimited Subordination Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
Limited Subordination Agreement (this “Agreement”) dated October 18, 2006, among RONCO CORPORATION, a Delaware corporation, and RONCO MARKETING CORPORATION, a California corporation (together, “Borrower”); RONCO INVENTIONS, LLC, a California limited liability company, POPEIL INVENTIONS, INC., a Nevada corporation, RP PRODUCTIONS, INC., a Nevada corporation, RMP FAMILY TRUST, an Illinois irrevocable trust, and RONALD M. POPEIL, a resident of California (individually and collectively, if more than one, “Subordinate Lender”); and SANDERS MORRIS HARRIS INC., a Texas corporation (“SMH”), individually and on behalf of the Lenders (as defined in the Letter Loan Agreement dated June 9, 2006, among the Borrower, SMH, and the Lenders) (“Lender”).
CONSULTING AGREEMENTConsulting Agreement • July 29th, 2005 • Fi Tek Vii Inc • Investors, nec • Illinois
If any action at law or in equity is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and disbursements in addition to any other relief to which it may be entitled.
ASSIGNMENT OF LIFE INSURANCE POLICYAssignment of Life Insurance • October 13th, 2006 • Ronco Corp • Retail-nonstore retailers
THIS ASSIGNMENT OF LIFE INSURANCE POLICY (“Assignment”) is made as of June 9, 2006, by Ronco Corporation, a Delaware corporation (hereinafter called “Assignor), whose address is 21344 Superior Street, Chatsworth, California 91311 in favor of Sanders Morris Harris Inc., a Texas corporation (“Lead Lender”), individually and on behalf of the Lenders (“Lenders”) parties to the Letter Loan Agreement dated as of the date hereof, among Assignor and such Lenders (the “Loan Agreement”), whose address is 600 Travis Street, Suite 3100, Houston, Texas 77002.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
This Amendment No. 1 to Security Agreement (the “Amendment”) is made effective as of October 18, 2006 (the “Amendment Date”) and is entered into by and between Ronco Corporation, a Delaware corporation (the “Borrower”), and Sanders Morris Harris Inc., a Texas corporation, individually and as agent for the Lenders (the “Secured Party”).
