1 EXHIBIT 1.1 1,500,000 UNITS LEGACY BRANDS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • Oregon
EXHIBIT 10.30 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES MAY NOT BE SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE...Common Stock Purchase Warrant • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
VIA FAX Dear Michael; Attached is a fully-executed letter agreement between our respective companies for Extreme Dinosaurs. As agreed, please discard the fully executed letter agreement dated June 27, 1997. You will be receiving a more formal...Letter Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers
EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated 10/30, 1996, hereinafter referred to as the "Agreement", is by and between Legacy Brands, Inc. hereinafter referred to as the "Employer", and Michael E. Banks, hereinafter referred to as the...Employment Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
1 EXHIBIT 10.20 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT FOR THE HOLDER'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION OF THE SECURITIES. NEITHER THE WARRANT...Warrant Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
6.1 Trademark License Agreement between Mrs. Fields Development and Plunkett, Inc. Dated August 14, 1994Trademark License Agreement • July 31st, 1997 • Legacy Brands Inc • Utah
EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated 10/30/96, hereinafter referred to as the "Agreement", is by and between Legacy Brands, Inc., hereinafter referred to as the "Employer", and Steven Riccardelli, hereinafter referred to as the...Employment Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
6.7 Amendment to the Employment Agreement, dated February 28, 1997, by and between Legacy Brands, Inc. and Thomas E. Kees Amendment to Employment Agreement This Amendment made effective this ___ day of February, 1997, by and among Thomas E. Kees (the...Employment Agreement • July 31st, 1997 • Legacy Brands Inc • California
EXHIBIT 10.26 THIS AGREEMENT made this 1st day of March, 1997. BETWEEN: 329985 ONTARIO LIMITED, c.o.b. under the firm name and style of KISKO PRODUCTS, a corporation duly incorporated under the laws of the Province of Ontario and having the registered...Sales Contract • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers
R E C I T A L SAgreement and Release • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
1 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT ("Memorandum") is entered into as of August 8th, 1995 by and among Gregory B. Plunkett ("Plunkett"), CBG Partnership, a California general partnership ("CBG"), Capital Bay Group, a California...Memorandum of Agreement • December 22nd, 1997 • Legacy Brands Inc • Cookies & crackers
EXHIBIT 10.28 AMENDMENT NUMBER 2 TO PLACEMENT AGENT AGREEMENT This Amendment Number 2 to Placement Agent Agreement, is entered into between Legacy Brands, Inc., a California corporation, (the "Company") and Capitol Bay Securities (the "Placement...Placement Agent Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers
BY AND BETWEENBridge Loan and Security Agreement • July 31st, 1997 • Legacy Brands Inc • Colorado
6.2 First Amendment to the Trademark License Agreement between Mrs. Fields Development Corporation and Plunkett, Inc. Dated August 14, 1994Trademark License Agreement • July 31st, 1997 • Legacy Brands Inc
R E C I T A L SEmployment Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
Stephen C. Kircher, Manager Stephen C. Kircher, President C. Brands Management LLC Capitol Bay Group 2424 Professional Drive Capitol Bay Securities Roseville, CA 95661 2424 Professional Drive Roseville, CA 95661 Re: CONVERSION OF PROMISSORY...Indemnification Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers
ADDENDUM TO THE BRIDGE LOAN AND CONSULTING AGREEMENT BY AND BETWEEN PACIFIC ACQUISITION GROUP, INC. AND GREG PLUNKETT, INC. DATED DECEMBER 20, 1995, OF MAY 15, 1996Bridge Loan and Consulting Agreement • July 31st, 1997 • Legacy Brands Inc
6.8 Restricted Stock Purchase Agreement between Legacy Brands, Inc. and Thomas E. Kees Dated October 30, 1996Restricted Stock Purchase Agreement • July 31st, 1997 • Legacy Brands Inc • California
UNIT PURCHASE WARRANTS Issued to:Warrant Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • Oregon
RECITALSBridge Loan and Consulting Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
MANUFACTURING AGREEMENT BY AND BETWEEN LEGACY BRANDS, INC., AND KISKO PRODUCTS DATED MAY 28, 1997Manufacturing Agreement • July 31st, 1997 • Legacy Brands Inc
STOCK PLEDGE AGREEMENT BY AND BETWEEN LEGACY BRANDS, INC., AND THOMAS E. KEES DATED OCTOBER 30, 1996 This Stock Pledge Agreement ("Agreement") is entered into this date by and between Thomas E. Kees ("Pledgor") and Legacy Brands, Inc., a California...Stock Pledge Agreement • July 31st, 1997 • Legacy Brands Inc • California
2 3 the ordinary course of business; and (vi) contingent payments (whether or not related to future earnings or operations). The fair market value of non- cash consideration consisting of securities shall be determined based upon: (A) the closing sale...Termination, Release and Waiver of Rights • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
SUPPLEMENTAL CREDIT FACILITY AGREEMENT This Supplemental Credit Facility Agreement (the "Agreement") is effective as of the 1st day of July, 1997 by and between Legacy Brands, Inc., a California corporation (the "Company"), and DayStar, L.L.C. a...Supplemental Credit Facility Agreement • July 31st, 1997 • Legacy Brands Inc • California
CERTAIN CORRESPONDENCE BETWEEN LEGACY BRANDS, INC., AND VAN DEN BERGH FOODS COMPANY DATED MARCH 16, 1995, JANUARY 15, 1996, JANUARY 22, 1996, JUNE 14, 1996 OCTOBER 9, 1996, NOVEMBER 1, 1996, DECEMBER 11, 1996, DECEMBER 27, 1996, AND MARCH 4, 1997Certain Correspondence • July 31st, 1997 • Legacy Brands Inc
AGREEMENT FOR TERMINATION, RELEASE AND WAIVER OF RIGHTS BETWEEN LEGACY BRANDS, INC., STEVE JIZMAGIAN, RANDY HAAG, MICHAEL J. STASKUS AND THOMAS O'STASIK, SR. DATEDTermination Agreement • July 31st, 1997 • Legacy Brands Inc
1 EXHIBIT 10.29 WARRANT AND SHARE PURCHASE AGREEMENT THIS AGREEMENT, dated as of November 27, 1997, is entered into between Legacy Brands, Inc., a California corporation (the "Company") and Capitol Bay Securities ("Capitol Bay") with respect to the...Warrant and Share Purchase Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
RECITALSCredit Facility Agreement • July 31st, 1997 • Legacy Brands Inc • California
FORM OF LOCK-UP AGREEMENT [TO COME]Lock-Up Agreement • July 31st, 1997 • Legacy Brands Inc
INVESTMENT BANKING COMPENSATION AGREEMENT BETWEEN GREG PLUNKETT, INC. AND STEVE JIZMAGIAN AND RANDY HAAG DATED MARCH 7, 1995Investment Banking Compensation Agreement • July 31st, 1997 • Legacy Brands Inc
RECITALSInvestment Banking Compensation Agreement • July 8th, 1998 • Legacy Brands Inc • Cookies & crackers • California
