E-35Escrow Agreement • February 3rd, 1998 • Krantor Corp • Wholesale-groceries, general line • New York
OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is made as of September 30, 2002, by and between Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair" or "Optionee") and Synergy Brands, Inc., a Delaware corporation (the...Option Agreement • March 31st, 2003 • Synergy Brands Inc • Wholesale-groceries, general line • New York
1 OPERATING AGREEMENT OF MILFAM LLC, AN OHIO LIMITED LIABILITY COMPANYOperating Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line • Ohio
ANDStock Purchase Agreement • December 7th, 1999 • Synergy Brands Inc • Wholesale-groceries, general line • New York
ARTICLE I INTEREST & AMORTIZATIONSynergy Brands Inc • March 7th, 2006 • Wholesale-groceries, general line • 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...Synergy Brands Inc • March 31st, 2005 • Wholesale-groceries, general line • New York
EXHIBIT 10.3 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...Synergy Brands Inc • March 7th, 2006 • Wholesale-groceries, general line • New York
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 21, 2005, by and between SYNERGY BRANDS INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • September 13th, 2005 • Synergy Brands Inc • Wholesale-groceries, general line • New York
THE COMPANY STOCK SUBJECT TO TRANSFER AND/OR TO BE TRANSFERRED AS STATED IN AND/OR PER THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER ANY APPLICABLE STATE OR FEDERAL REGULATION. NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES REPRESENTED BY THIS...Synergy Brands Inc • May 30th, 2008 • Wholesale-groceries, general line
Exhibit 10 QUALITY FOOD BRANDS, INC. SECURITIES PURCHASE AGREEMENT May 18, 2007 TABLE OF CONTENTSSecurities Purchase Agreement • May 23rd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10 REGULATION S SECURITIES SUBSCRIPTION AGREEMENT THESE SECURITIES (INCLUDING SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT...Krantor Corp • April 2nd, 1997 • Wholesale-groceries, general line • New York
THE COMPANY STOCK SUBJECT TO TRANSFER AND/OR TO BE TRANSFERRED AS STATED IN AND/OR PER THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER ANY APPLICABLE STATE OR FEDERAL REGULATION. NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES REPRESENTED BY THIS...Stock Purchase Agreement • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line • New York
Exhibit 10.2 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...Synergy Brands Inc • May 23rd, 2007 • Wholesale-groceries, general line • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 25, 2005, by and between SYNERGY BRANDS INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • September 13th, 2005 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10.1 SYNERGY BRANDS INC. SECURITIES PURCHASE AGREEMENT January 25, 2005Securities Purchase Agreement • October 4th, 2005 • Synergy Brands Inc • Wholesale-groceries, general line • New York
SYNERGY BRANDS, INC. CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Date:...Security Agreement • May 19th, 2004 • Synergy Brands Inc • Wholesale-groceries, general line • New York
Exhibit 10.4 SECURED PARTY GENERAL CONVEYANCE AND BILL OF SALE KNOW ALL MEN BY THESE PRESENTS that LAURUS MASTER FUND, LTD. ("Grantor") pursuant to its rights as a secured party under a Security and Purchase Agreement dated December 28, 2005 by and...Synergy Brands Inc • May 23rd, 2007 • Wholesale-groceries, general line
KNOW ALL MEN BY THESE PRESENTS that LAURUS MASTER FUND, LTD. ("Grantor") pursuant to its rights as a secured party under a Security and Purchase Agreement dated December 28, 2005 by and among Grantor, LORETTA BAKING MIX PRODUCTS LTD. ("Debtor") and certain affiliates of Debtor, as well as under a Master Security Agreement dated December 28, 2005 by and among Grantor, Debtor and certain affiliates of Debtor and pursuant to and in exercise of its rights as a secured party under the Uniform Commercial Code, for and in consideration of the sum of $4,712,983.53, the receipt of which is hereby acknowledged, in accordance with the terms hereof, subject to collection, hereby grants, assigns and sets over to QUALITY FOOD BRANDS, INC. ("Grantee") all of Debtor's and Grantor's right, title and interest in and to the property described in Schedule A annexed hereto and made a part hereof. Debtor's right, title and interest in and to the conveyed property shall not include any receivables owed to De
PARTNERSHIP AGREEMENT OF MILFAM I L.P.Partnership Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line • Georgia
ARTICLE I INTEREST & AMORTIZATIONSynergy Brands Inc • May 19th, 2004 • Wholesale-groceries, general line • New York
Exhibit 100.1 SYNERGY BRANDS INC. UNITS CONSISTING OF ONE SHARE OF UNREGISTERED, SERIES A CLASS B PREFERRED STOCK (THE "PREFERRED SHARES") AND ONE SHARE OF UNREGISTERED RESTRICTED COMMON STOCK (THE "COMMON STOCK") (TOGETHER THE "SECURITIES") (SUBJECT...Synergy Brands Inc • July 11th, 2003 • Wholesale-groceries, general line • New York
EXHIBIT 10 To: NEW ERA FOODS INC. Please be advised that the undersigned, Gran Reserve Corporation ( formerly GR Cigars, Inc.) a Nevada Corporation (hereinafter referred to as "GR"), does hereby agree that any and all benefits to GR derived from any...Distributorship Agreement • October 6th, 1998 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EX-4Exercise Agreement • April 1st, 2002 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT is executed in reliance upon the transaction exemption afforded by Regulation S ("Regulation S") as promulgated by the Securities and Exchange...Securities Subscription Agreement • March 3rd, 1997 • Krantor Corp • Wholesale-groceries, general line • New York
betweenSecurities Purchase Agreement • January 22nd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
ARTICLE I INTEREST & AMORTIZATIONSynergy Brands Inc • October 4th, 2005 • Wholesale-groceries, general line • New York
SECTION 1Trust Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line • Ohio
WAIVER AND CONSENT AGREEMENT THIS WAIVER AND CONSENT AGREEMENT (this "Agreement") dated as of May 29, 2008, is by and among PHS Group Inc., a Pennsylvania corporation (the "Borrower"), Synergy Brands Inc., a Delaware corporation (the "Parent...Waiver and Consent Agreement • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line • New York
MAIR FAIBISH 1175 Walt Whitman Road Melville, New York 11747Synergy Brands Inc • September 26th, 2001 • Wholesale-groceries, general line
EXHIBIT Intellectual Property The tradenames "BeautyBuys", "NetCigar", and "Cigargold.com" for which U.S. trademark applications have been filed. THE COMPANY OR ITS SUBSIDIARIES ARE LICENSED TO USE THE FOLLOWING TRADEMARKS: Suarez Gran Reserve Breton...Intellectual Property • March 30th, 2004 • Synergy Brands Inc • Wholesale-groceries, general line
SYBR.COM ADD2CART.COM SYNERGYBRANDS.COM SALEBYNET.COM BEAUTYBONUS.COM** DEALBYNET.COM SALONCOUNTER.COM** DEALBUYNET.COM FRAGANCESALON.COM** BEAUTYBUYS.COM** GLOBALSALON.COM** BEAUTYBUY.COM** FRAGRANCESALON.COM** CIGARGOLD.COM SALONBUY.COM**
Exhibit 2 SETTLEMENT AND RELEASE This settlement and Release (the "Settlement and Release") is entered into as of December 16, 2002, and effective retroactively from September 15, 2002, by and between About, Inc. ("About") with offices at 249 West...Settlement and Release • January 8th, 2003 • Synergy Brands Inc • Wholesale-groceries, general line • New York
RecitalsSecurity, Pledge and Guaranty Agreement • January 22nd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EX-14Distributorship Agreement • September 3rd, 1998 • Synergy Brands Inc • Wholesale-groceries, general line • New York
AMENDMENTSynergy Brands Inc • July 12th, 2005 • Wholesale-groceries, general line • New York
ARTICLE I INTEREST & AMORTIZATIONSynergy Brands Inc • May 23rd, 2007 • Wholesale-groceries, general line • New York
ACKNOWLEDGMENT, RATIFICATION AND SUBORDINATION AGREEMENT THIS ACKNOWLEDGMENT, RATIFICATION AND SUBORDINATION AGREEMENT (this "Agreement") dated as of May 29, 2008, by and among Gran Reserve Corporation, a Florida corporation and a wholly owned...Ratification and Subordination Agreement • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line • New York
