Exhibit 2.1 ACQUISITION AGREEMENT AND PLAN OF MERGER by and among IBF FUND LIQUIDATING LLC, U.S. MILLS, INC., USM ACQUISITION SUB, INC.,Acquisition Agreement • February 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware
2. INDEPENDENT CONTRACTOR. Consultant agrees to perform his consulting duties hereunder as an independent contractor. Nothing contained herein shall be considered to -1-Consulting Agreement • April 15th, 2005 • Sunset Brands Inc • Blank checks • California
RECITALS --------Management Services Agreement • April 29th, 2005 • Sunset Brands Inc • Blank checks
Exhibit 2.2 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made and entered into as of ___________ _, 2005, by and among Sunset Brands, Inc., a Nevada corporation formerly known as Cascade Sled Dog Adventures, Inc. (the...Investor Rights Agreement • February 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware
EXHIBIT 10.12 CONSULTANT AGREEMENT This Agreement is made and entered into as of the 17th day of November, 2004 between Sunset Brands, Inc. and CEOcast, Inc. (the "Consultant") In consideration of and for the mutual promises and covenants contained...Consultant Agreement • April 15th, 2005 • Sunset Brands Inc • Blank checks • New York
SUNSET BRANDS, INC. Warrant to Purchase Shares of Common StockWarrant Agreement • November 17th, 2005 • Sunset Brands Inc • Blank checks • New York
THIS CERTIFIES THAT, for value received, IBF Fund Liquidating LLC, a Delaware limited liability company, or its registered assigns (the "Holder"), is entitled to purchase from Sunset Brands, Inc., a Nevada corporation (the "Company"), at any time or from time to time during the period specified in Section 2 hereof, in whole or in part, Four Million Two Hundred Thousand (4,200,000) fully paid and non-assessable shares of the Company's common stock, par value $.001 per share (the "Common Stock"), at an exercise price per share of $.70 (the "Initial Exercise Price"). The term "Warrant Shares," as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Initial Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. This Warrant is issued pursuant to the Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November __, 2005, by and among the Holder, U.S. Mills, Inc., a Delaware corporation, USM Acquisition
EXHIBIT 2.1 AMENDMENT NO. 3 TO ACQUISITION AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Acquisition Agreement and Plan of Merger (this "Amendment"), dated as of May 18, 2005, among IBF Fund Liquidating LLC, a Delaware limited liability company...Acquisition Agreement and Plan of Merger • May 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware
ContractWarrant Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Nevada
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of August 25, 2004, by and among Cascade Sled Dog Adventures, Inc., a Nevada corporation (“Parent”), Cascade Sled Dog Merger Sub, Inc., a Nevada corporation and a newly-formed, wholly owned subsidiary of Parent (“Merger Sub”), and Sunset Brands, Inc., a Nevada corporation (“Company”) (Parent, Merger Sub and Company are sometimes collectively referred to hereinafter as the “Parties”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Washington
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement” or “Agreement”) is entered into as of this 31st day of August, 2004, between Low Carb Creations, Inc., a Washington corporation (the “Company”), and Dan Langdon (the “Employee”).
AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER by and among IBF FUND LIQUIDATING LLC, U.S. MILLS, INC., USM ACQUISITION SUB, INC., and SUNSET BRANDS, INC. Dated as of ___________ __, 2005 ________________________________________ AMENDED...Acquisition Agreement • November 17th, 2005 • Sunset Brands Inc • Blank checks • Delaware
This AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER, is dated as of _________ __, 2005, by and among IBF Fund Liquidating LLC, a Delaware limited liability company ("IBF"), U.S. Mills, Inc., a Delaware corporation (the "Company") (IBF and the Company hereinafter collectively, referred to as the "Seller"), USM Acquisition Sub, Inc., a Delaware corporation ("Merger Sub"), and Sunset Brands, Inc., a Nevada corporation (the "Purchaser"). Capitalized terms not otherwise defined are defined in Article VIII hereof.
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • November 17th, 2005 • Sunset Brands Inc • Blank checks • Maryland
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Washington
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of August 25, 2004, by and among Low Carb Creations, Inc., a Washington corporation (the “Company”), Cascade Sled Dog Adventures, Inc., a Nevada corporation (“Parent”), Cascade LCC Merger Sub, Inc., a Washington corporation and a newly-formed, wholly owned subsidiary of Parent (“Merger Sub”), Sunset Brands, Inc., a Nevada corporation (“Sunset”), and the shareholders of the Company set forth on the signature page of this Agreement (the “Shareholders”; and collectively with the Company, Parent, Merger Sub, and Sunset, the “Parties”), with reference to the following facts:
AMENDMENT NO. 2 TO ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • April 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware
This Amendment No. 2 to Acquisition Agreement and Plan of Merger (this “Amendment”), dated as of April 18, 2005, among IBF Fund Liquidating, LLC, a Delaware limited liability company (“IBF”), U.S. Mills, Inc., a Delaware corporation (the “Company”), USM Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and Sunset Brands, Inc., a Nevada corporation (the “Purchaser”), amends the Acquisition Agreement and Plan of Merger, dated as of February 18, 2005, among IBF, the Company, Merger Sub and the Purchaser (as amended by Amendment No. 1 thereto, dated as of March 7, 2005, the “Merger Agreement”). Capitalized terms used and not defined herein have the meanings set forth in the Merger Agreement.
SUBSCRIPTION SUPPLEMENTSubscription Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Nevada
This Subscription Supplement (the “Agreement”), containing the terms applicable to the Subscription Document accompanying that certain Confidential Term Sheet of Sunset Brands, Inc., a Nevada corporation (on behalf of itself and any successors or assigns, the “Company”), dated on or about August 6, 2004 (together with any amendments or supplements thereto, the “Term Sheet”), has been incorporated by reference into such Subscription Document. Each investor should therefore carefully review this Subscription Supplement before signing the Subscription Document. Terms used herein and not otherwise defined shall have the meaning ascribed to them in the Term Sheet:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • California
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made as of August 25, 2004 by and among CASCADE SLED DOG ADVENTURES, INC., a Nevada corporation (the “Company”), Sunset Brands, Inc., a Nevada corporation (“Sunset”), and certain holders of the Company’s Common Stock, $.001 par value (“Common Stock”) identified on Exhibit 1 attached hereto (each a “Holder” and collectively, the “Holders”).
SETTLEMENT AGREEMENTSettlement Agreement • January 18th, 2005 • Sunset Brands Inc • Blank checks • California
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 29th day of December, 2004 (the “Effective Date”), by and among Cynthia Langdon, Craig Adams, Rebecca Adams, Linda Langdon and Lauretta Minnick (for purposes of this Agreement each, individually, a “Shareholder” and collectively, the “Shareholders”), Dan Langdon, Sunset Brands, Inc., a Nevada corporation formerly known as Cascade Sled Dog Adventures, Inc. (the “Company”), Sunset Brands California, a Nevada corporation formerly known as Sunset Brands, Inc. (“Sunset”), and Low Carb Creations, Inc., a Washington corporation formerly known as Cascade LCC Merger Sub, Inc. (“LCC”).
