Exhibit (e)(10) ESCROW AGREEMENT ESCROW AGREEMENT, dated as of September 13, 2004 (this "ESCROW AGREEMENT"), by and among RAG SHOPS, INC., a Delaware corporation (the "Company"), STANLEY BERENZWEIG ("SELLER"), and HUGHES HUBBARD & REED LLP, as escrow...Escrow Agreement • September 22nd, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • New York
ARTICLE IStock Purchase Agreement • September 14th, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • Delaware
MUTUAL RELEASEMutual Release • September 22nd, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops
ARTICLE IFunding Agreement • September 22nd, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • Delaware
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 13th, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • Delaware
This MANAGEMENT SERVICES AGREEMENT (the "Agreement"), dated as of September 13, 2004 (the "Effective Date"), is entered into by and between Rag Shops, Inc., a Delaware corporation with offices at 111 Wagaraw Road, Hawthorne, NJ 07506 (the "Company"), and Sun Capital Partners Management III, LLC, a Delaware limited liability company with offices at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486 (the "Manager"). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement") among the Company, Crafts Retail Holding Corp. and Crafts Retail Acquisition Corp.
Exhibit (e)(4) CONFIDENTIALITY AGREEMENT 1. This agreement ("Agreement") is by and among Sun Capital Partners Group, Inc. (the "Interested Party") and Rag Shops, Inc. (the "Company") in connection with the request by the Interested Party to receive...Confidentiality Agreement • September 22nd, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • New Jersey
Exhibit (e)(6) SUN CAPITAL PARTNERS GROUP, INC. 5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486 561-394-0550 September 10, 2004 Rag Shops, Inc. 111 Wagaraw Road Hawthorne, NJ 07506-2711 Attention: Alan C. Mintz and Jeffrey C. Gerstel...Rag Shops Inc • September 22nd, 2004 • Retail-hobby, toy & game shops
This letter will confirm our agreement that the "Exclusivity Period" provided for in the Letter of Intent is hereby extended through and including September 17, 2004.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 13th, 2004 • Rag Shops Inc • Retail-hobby, toy & game shops • Delaware
STOCK PURCHASE AGREEMENT ARTICLE I REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER ARTICLE II REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY ARTICLE IV SALE OF SCHEDULE I SHARES ARTICLE V STANDSTILL; AGREEMENT TO TENDER ARTICLE VI STOCKHOLDER CAPACITY ARTICLE VII INDEMNIFICATION BY THE COMPANY ARTICLE VIII GENERAL PROVISIONS Schedule I [Omitted]
