REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2008, is made by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and collectively with GACCF, the “Sellers”).
ASSET PURCHASE AGREEMENT BY AND AMONG NEXCEN ASSET ACQUISITION, LLC, GREAT AMERICAN COOKIE COMPANY FRANCHISING, LLC,Asset Purchase Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This Asset Purchase Agreement (“Agreement”) is entered into as of January 29, 2008, by and among NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and with GACCF, each individually, a “Seller,” and collectively, the “Sellers”), and Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (“MFFB”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of January 29, 2008 (the “Effective Date”), is made and entered into by and between Mrs. Fields Famous Brands, LLC, a Delaware limited liability company and the parent of the Sellers (as defined below) (“MFFB”) and NexCen Asset Acquisition, LLC, a Delaware limited liability company (“NexCen Asset Acquisition” or “Purchaser”). MFFB and Purchaser may each be referred to herein individually as a “Party,” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of January 29, 2008, by and among NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), and Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and with GACCF, each individually, a “Seller,” and collectively, the “Sellers”), and Wilmington Trust Company, as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined herein). The Escrow Agent, Parent, Buyer and the Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS SETTLEMENT AND RELEASE AGREEMENT, is dated as of January 29, 2008 (this “Agreement”), by and among NexCen Brands, Inc., a Delaware corporation (“NexCen”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (“MFFB”), Mrs. Fields’ Original Cookies, Inc., a Delaware corporation (“MFOC”), each of the Franchisees that is a signatory hereto and listed as an “Accredited Franchisee” on Schedule I hereto (each an “Accredited Franchisee,” and collectively, the “Accredited Franchisees”), each of the other Franchisees that is a signatory hereto and listed as an “Other Franchisee” on Schedule I hereto (each an “Other Franchisee,” and collectively, the “Other Franchisees,” and collectively with the Accredited Franchisees, the “Franchisees”), and each Franchisee Principal that is signatory hereto and listed on Schedule I hereto (each a “Franchisee Principal,” and collectively, the “F
VOTING AGREEMENTVoting Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of January 29, 2008, is entered into by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), and Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and collectively with GACCF, the “Holders”).
