EXHIBIT 1 UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 1997 • Cafe La France Inc • Retail-eating places • Rhode Island
1,150,000 SHARES OF COMMON STOCK AND 1,150,000 REDEEMABLE WARRANTSUnderwriting Agreement • December 18th, 1996 • Cafe La France Inc • Rhode Island
AGREEMENTEmployment Agreement • December 18th, 1996 • Cafe La France Inc • Rhode Island
In order to induce HOME LOAN AND INVESTMENT BANK, F.S B., (hereinafter -------------------------------------- (SBA or other Lending Institution) called "Lender") to make a loan or loan, or renewal or extension thereof, to CAFE LA FRANCE, INC....Guaranty Agreement • December 18th, 1996 • Cafe La France Inc
(Payee)Loan Agreement • December 18th, 1996 • Cafe La France Inc
EXHIBIT 10.4 CAFE LA FRANCE 1996 STOCK INCENTIVE PLAN Non-qualified Stock Option Agreement This Agreement is by and between Cafe La France, Inc. (the "Company") and _____________, (the "Optionee"), effective as of _________________. W I T N E S S E T...Non-Qualified Stock Option Agreement • December 18th, 1996 • Cafe La France Inc • Delaware
EXHIBIT 10.18 SECURITY AGREEMENT This Security Agreement is entered into as of this 4th day of March, 1997 by CLF2, Inc., a Rhode Island corporation ("Debtor") in favor of Michael A. Cardillo ("Secured Party"). I. SECURITY INTEREST The Debtor hereby...Security Agreement • March 13th, 1997 • Cafe La France Inc • Retail-eating places • Rhode Island
EXHIBIT 10.16 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE WARRANT NOR SUCH SECURITIES CAN BE OFFERED OR SOLD EXCEPT...Warrant Agreement • December 18th, 1996 • Cafe La France Inc • Delaware
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Merger Agreement"), dated as of October 25, 1996 is between Cafe la france, Inc., a Rhode Island corporation ("Cafe-RI") and Cafe La...Merger Agreement • December 18th, 1996 • Cafe La France Inc
1.01 Date of Franchise Agreement 1 1.02 Expiration Date 1 1.03 Renewal Notification Date 1 1.04 Location of Restaurant 1 1.05 Protected Territory 1 1.06 Initial Franchise Fee 1 1.07 Royalty Fee 1Franchise Agreement • March 13th, 1997 • Cafe La France Inc • Retail-eating places • Rhode Island
EXHIBIT 10.2 CAFE LA FRANCE 1996 STOCK INCENTIVE PLAN Incentive Stock Option Agreement This Agreement is by and between Cafe La France, Inc. (the "Company") and _____________, (the "Optionee"), effective as of _________________. W I T N E S S E T H:...Incentive Stock Option Agreement • December 18th, 1996 • Cafe La France Inc • Delaware
March 21, 1997 Earnhardt Co., Inc. One Willison Park Morristown, NJ 07960 Re: Cafe La France, Inc. Gentlemen: In consideration of the agreement by you to act as "best efforts" selling agent for the initial public offering by Cafe La France, Inc., a...Selling Agent Agreement • April 11th, 1997 • Cafe La France Inc • Retail-eating places
In consideration of the agreement by you to act as "best efforts" selling agent for the initial public offering by Cafe La France, Inc., a Delaware corporation (the "Company") of up to 1,125,000 shares of common stock, par value $.01 per share (the "Shares"), pursuant to the underwriting agreement to be entered into by and between Earnhardt Co.,Inc. and the Company, the undersigned agrees that for a period of thirteen (13) months from the effective date of the Company's registration statement on Form SB-2 regarding the offering of the Shares, the undersigned will not, without your prior written consent, publicly offer, sell or dispose of, directly or indirectly, any shares of common stock of the Company currently outstanding and beneficially owned by the undersigned.
As of February 1, 1997 Mr. Thomas W. DeJordy 174 Wentworth Avenue Cranston, RI 02905 Re: Amendment to Employment Agreement Dear Tom: Reference is made to your employment agreement dated November 1, 1996 pursuant to which, among other things, you are...Employment Agreement • March 13th, 1997 • Cafe La France Inc • Retail-eating places
Reference is made to your employment agreement dated November 1, 1996 pursuant to which, among other things, you are entitled to an annual salary of $132,000 and to the grant of an incentive stock option for the purchase of 200,000 shares of Cafe La France common stock with an exercise price equal to the initial public offering price of Cafe's common stock upon completion of the Company's initial public offering. As you are aware, the above portions of your employment package were agreed to with the understanding that Schneider Securities would complete a "firm commitment" initial public offering with net proceeds in excess of $4 million pursuant to the letter of intent entered into last summer. Due to the termination of Schneider's letter of intent and the engagement of Earnhardt Co., Inc. to conduct a "best efforts" offering, we have agreed to mutually redefine the performance targets relative to your incentive stock option. Your cumulative salary deferrals will be repaid over a six
GUARANTYGuaranty • March 13th, 1997 • Cafe La France Inc • Retail-eating places
October 23, 1996 Home Loan and Investment Bank 244 Weybosset Street Providence, RI 02889 ATTN: James M. Roche, Small Business Banking Manager Re: Cafe la france Dear Jim, Pursuant to that certain Authorization and Loan Agreement dated February 28,...Loan Agreement • December 18th, 1996 • Cafe La France Inc
EXHIBIT 10.l0 U.S. SMALL BUSINESS ADMINISTRATION SECURITY AGREEMENT 1. CAFE LA FRANCE, INC. (hereinafter called "Debtor"), ------------------------------------------------ (Name) 216 Weybosset Street, Providence, Rhode Island 02903 , for value...Security Agreement • December 18th, 1996 • Cafe La France Inc
CAFE LA FRANCEEmployment Agreement • March 13th, 1997 • Cafe La France Inc • Retail-eating places
Reference is made to your employment agreement dated November 1, 1996 pursuant to which, among other things, you are entitled to an annual salary of $108,000 and to the grant of an incentive stock option for the purchase of 75,000 shares of Cafe La France common stock with an exercise price equal to the initial public offering price of Cafe's common stock upon completion of the Company's initial public offering. As you are aware, the above portions of your employment package were agreed to with the understanding that Schneider Securities would complete a "firm commitment" initial public offering with net proceeds in excess of $4 million pursuant to the letter of intent entered into last summer. Due to the termination of Schneider's letter of intent and the engagement of Earnhardt Co., Inc. to conduct a "best efforts" offering, we have agreed to mutually redefine the performance targets relative to your incentive stock option. Your cumulative salary deferrals will be repaid over a six m
