Exhibit (b)(2) January 27, 2002 J Acquisition Corp. 900 Third Avenue 26th Floor New York, New York 10022 Re: Junior Subordinated Debt Commitment Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of...Jenny Craig Inc/De • February 15th, 2002 • Services-personal services
by and amongAgreement and Plan of Merger • January 29th, 2002 • Jenny Craig Inc/De • Services-personal services • Delaware
DATEDStockholders' Agreement • February 15th, 2002 • Jenny Craig Inc/De • Services-personal services • Delaware
EXHIBIT 10 AMENDMENT TO BALANCE BAR COMPANY TRADEMARK LICENSE AGREEMENT Jenny Craig, Inc. ("JC") and Balance Bar Company ("BBC") hereby amend the Balance Bar Company Trademark License Agreement dated July 30, 1999 (the "Agreement") as follows: 1....License Agreement • February 14th, 2001 • Craig Jenny Inc /De • Services-personal services • California
RECITALSTrademark License Agreement • November 15th, 1999 • Craig Jenny Inc /De • Services-personal services • California
AGREEMENTAgreement • September 28th, 2000 • Craig Jenny Inc /De • Services-personal services
ARTICLE IStockholders' Voting Agreement • January 29th, 2002 • Jenny Craig Inc/De • Services-personal services • Delaware
EXHIBIT 10.19 AMENDED AND RESTATED AGREEMENT Amended and Restated Agreement made as of the 20th day of August, 1996 between Marvin Sears (the "Director") and Jenny Craig, Inc. (the "Company"). WHEREAS, the Director is a member of the Board of...And Restated Agreement • September 28th, 2001 • Jenny Craig Inc/De • Services-personal services • California
2.1 A severance payment of an amount equal to LaBonte's base gross monthly salary under his Employment Agreement, less withholding taxes and any appropriately authorized deductions, to be paid to LaBonte in regular semi- monthly installments through...Agreement and Release • February 17th, 1998 • Craig Jenny Inc /De • Services-personal services • California
AGREEMENTCraig Jenny Inc /De • September 28th, 1999 • Services-personal services
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS By and Between JENNY CRAIG OPERATIONS, INC., a California corporation as Seller and NATIONAL UNIVERSITY, a California non-profit, public benefit corporation as Buyer Dated as of June 12, 2001Purchase and Sale Agreement • September 21st, 2001 • Craig Jenny Inc /De • Services-personal services • California
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made as of June 12, 2001 (“Effective Date”), by and between Jenny Craig Operations, Inc., a California corporation (“Seller”) and National University, a California non-profit, public benefit corporation (“Buyer”).
EXHIBIT 10.2 January 27, 2002 J HOLDINGS CORP. 900 Third Avenue, 26th Floor New York, NY 10022 Re: Equity Capital Commitment Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of the date hereof, by...Jenny Craig Inc/De • January 29th, 2002 • Services-personal services
Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of the date hereof, by and among J Holdings Corp. ("Parent"), J Acquisition Corp. ("Purchaser") and Jenny Craig, Inc. (the "Company"), which agreement contemplates the acquisition by Parent of 100% of the outstanding shares of the Company (such acquisition, together with agreements related thereto or contemplated thereby, representing the "Transaction"). In connection therewith, SJF Enterprises, Inc. or an affiliate thereof (the "Investor") is pleased to advise you that it hereby commits to contribute to Parent 754,717 shares of the common stock of the Company (the "Investment"), to be exchanged (immediately prior to the Transaction) for shares of common stock of Parent representing twenty percent (20%) of the outstanding common stock of Parent and shares of preferred stock of Parent representing twenty percent (20%) of the outstanding preferred stock of Parent. The Investor's commitment to provi
1 EXHIBIT 10.2 [JENNY CRAIG LETTERHEAD] December 1, 1999 Mr. Duayne Weinger 6009 San Elijo Rancho Santa Fe, CA 92067 -------------------------------------- ------------------------------------------ Dear Duayne: This letter will formalize our...Craig Jenny Inc /De • February 14th, 2000 • Services-personal services
EXHIBIT (d)(4) January 27, 2002 J Holdings Corp. 900 Third Avenue 26th Floor New York, New York 10022 Re: Equity Capital Commitment Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of the date...Jenny Craig Inc/De • February 15th, 2002 • Services-personal services
Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of the date hereof, by and among J Holdings Corp., a Delaware corporation ("Parent"), J Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (the "Purchaser"), and Jenny Craig, Inc., a Delaware corporation (the "Company"), which agreement contemplates the acquisition by Parent of 100% of the outstanding shares of the Company (such acquisition, together with agreements related thereto or contemplated thereby, representing the "Transaction"). In connection therewith and in order to finance, in part, the Transaction, ACI Capital Co., Inc. (the "Investor") is pleased to advise you that it hereby commits to provide Parent with $6 million of equity capital (the "Investment"), to be allocated between preferred stock (the "Senior Preferred") and common stock of Parent on a nine-to-one basis. The Investor's commitment to provide the Investment is subject in all respects to satis
JENNY CRAIG, INC. 11355 NORTH TORREY PINES ROAD LAJOLLA, CALIFORNIA 92037Craig Jenny Inc /De • February 17th, 1998 • Services-personal services • California
