COMMON STOCK PURCHASE WARRANT SPICY PICKLE FRANCHISING, INC.Spicy Pickle Franchising Inc • December 19th, 2007 • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2007 • Spicy Pickle Franchising Inc • Retail-eating places
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2007, between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2006 • Spicy Pickle Franchising LLC • Colorado
This Employment Agreement is made and entered into by and between Spicy Pickle Franchising, Inc. (the "Company") and Anthony S. Walker (the "Employee") on October __, 2006.
EXECUTIVE EMPLOYMENT AGREEMENT WITH CLINT WOODRUFF DATED EFFECTIVE OCTOBER 18, 2010Employment Agreement • October 12th, 2010 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
This employment agreement (the “Agreement“) is made and entered into as of October 18, 2010 (the “Effective Date”), by and between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”), and Clint Woodruff, (the “Executive”). The Company and the Executive are sometimes collectively referred to herein as the “Parties.”
CONVERTIBLE PROMISSORY NOTE AND LOAN AGREEMENT DATED SEPTEMBER 30, 2009 WITH PRESLEY REEDNote and Loan Agreement • April 1st, 2010 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY NOTE AND SECURED LOAN AGREEMENT WITH RAYMOND AND JOAN BONANNO DATED APRIL 15, 2011Note and Secured Loan Agreement • April 19th, 2011 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY NOTE AND LOAN AGREEMENT DATED SEPTEMBER 30, 2009 WITH RAYMOND J. BONANNOConvertible Promissory Note and Loan Agreement • April 1st, 2010 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2007 • Spicy Pickle Franchising Inc • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2007, between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CONVERTIBLE PROMISSORY NOTE AND SECURED LOAN AGREEMENT DATED MAY 10, 2010 - PRESLEY REED AND PATRICIA STACEY REEDConvertible Promissory Note and Secured Loan Agreement • May 13th, 2010 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Re: Securities Purchase Agreement, dated as of December 14, 2007 (the “Purchase Agreement”), between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”), and the purchasers signatory thereto (each, a “Purchaser” and, collectively,...Securities Purchase Agreement • December 19th, 2007 • Spicy Pickle Franchising Inc • Retail-eating places • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until 60 calendar days after the Effective Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DATED MAY 10, 2010 - PRESLEY REED AND PATRICIA STACEY REEDSpicy Pickle Franchising Inc • May 13th, 2010 • Retail-eating places
This First Amendment (“Amendment”) to that Convertible Promissory Note dated September 30, 2009 (“Convertible Note”) is entered into by and between Spicy Pickle Franchising, Inc. (“Company”) and Presley Reed (“Holder”), the parties to the Convertible Note. It is the express intention of the parties that should there be any conflict between the terms of this Amendment and the terms of the Convertible Note that the terms of this Amendment should be controlling. Any capitalized terms not defined herein shall have the same meaning as ascribed to them in the Convertible Note.
LOAN AGREEMENT WITH PRESLEY AND STACEY REED AND RAYMOND AND JOAN BONANNO DATED DECEMBER 5, 2011Loan Agreement • December 9th, 2011 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
This Loan Agreement (the “Agreement”) is entered into as of December 5, 2011 (the “Effective Date”) by and between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Borrower”), Presley Reed and Patricia Stacey Reed (collectively, the “Reeds”), and Raymond BonAnno and Joan BonAnno (collectively, the “BonAnnos”, and together with the Reeds, the “Lenders”). Each of the Borrower, the Reeds, and the BonAnnos are sometimes individually referred to herein as a “Party” and sometimes collectively as the “Parties.”
AMENDMENT, REDEMPTION AND CONVERSION AGREEMENTRedemption and Conversion Agreement • September 23rd, 2009 • Spicy Pickle Franchising Inc • Retail-eating places • New York
THIS AMENDMENT, REDEMPTION AND CONVERSION AGREEMENT (the “Agreement”) is dated as of September 22, 2009, by and between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”) and each holder of Preferred Stock identified on the signature pages hereto (each, including its successors and assigns, an “Executing Holder” and collectively, the “Executing Holders”).
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DATED MAY 10, 2010 - RAYMOND BONANNO AND JOAN BONANNOSpicy Pickle Franchising Inc • May 13th, 2010 • Retail-eating places
This First Amendment (“Amendment”) to that Convertible Promissory Note dated September 30, 2009 (“Convertible Note”) is entered into by and between Spicy Pickle Franchising, Inc. (“Company”) and Raymond BonAnno (“Holder”), the parties to the Convertible Note. It is the express intention of the parties that should there be any conflict between the terms of this Amendment and the terms of the Convertible Note that the terms of this Amendment should be controlling. Any capitalized terms not defined herein shall have the same meaning as ascribed to them in the Convertible Note.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2008 • Spicy Pickle Franchising Inc • Retail-eating places
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), dated effective as of May 22, 2008, is entered into by and among Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”), and the purchasers identified on the signature pages hereto (collectively, the “Purchasers”).
REVENUE PARTICIPATION AGREEMENT WITH PRESLEY AND PATRICIA STACEY REED AND RAYMOND AND JOAN BONANNO DATED DECEMBER 5, 2011Revenue Participation Agreement • December 9th, 2011 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
This Revenue Participation Agreement (the “Agreement”) is made as of December 5, 2011 (the “Effective Date”), by and between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”), Presley Reed and Patricia Stacey Reed (collectively, the “Reeds”), and Raymond BonAnno and Joan BonAnno (collectively, the “BonAnnos”, and together with the Reeds, the “Lenders”). Each of the Company, the Reeds, and the BonAnnos are sometimes individually referred to herein as a “Party” and sometimes collectively as the “Parties.”
ALT GROUP AND SPICY PICKLE FRANCHISING, INC. MODIFICATION TO SECURED INTEREST AND PROMISSORY NOTES DATED DECEMBER 8, 2011Spicy Pickle Franchising Inc • December 9th, 2011 • Retail-eating places • Colorado
This Agreement (the “Agreement”) is entered into this 8th day of December 2011 by and between ALT, LLC, ALT II, LLC, and ALT III, LLC, all Colorado limited liability companies of common ownership (the “ALT Group”) and Spicy Pickle Franchising, Inc. (the “Company”). This Agreement is intended to modify, amend and otherwise revise the respective secured promissory notes dated March 1, 2008 between the parties, as amended, (the “ALT Notes”) and the ALT Group’s rights and interests in the Security Agreement of February 1, 2011 (the “February Security Agreement”).
SECURITY AGREEMENT WITH PRESLEY AND PATRICIA STACEY REED AND RAYMOND AND JOAN BONANNO DATED DECEMBER 5, 2011Security Agreement • December 9th, 2011 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
This SECURITY AGREEMENT (the “Agreement”), dated as of December 5, 2011, is by and between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Grantor”), Presley Reed and Patricia Stacey Reed (collectively, the “Reeds”), and Raymond BonAnno and Joan BonAnno (collectively, the “BonAnnos”, and together with the Reeds, the “Secured Parties”). Each of the Grantor, the Reeds, and the BonAnnos are sometimes individually referred to herein as a “Party” and sometimes collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.
AGREEMENT WITH MIDTOWN PARTNERS & CO, LLC AND ASSIGNSAgreement • September 23rd, 2009 • Spicy Pickle Franchising Inc • Retail-eating places • Colorado
THIS AGREEMENT (this “Agreement”) is dated as of September 14, 2009, by and between Spicy Pickle Franchising, Inc., a Colorado corporation (the “Company”) and each holder of Warrants identified on the signature pages hereto (each, including its successors and assigns, a “Midtown Holder” and collectively, the “Midtown Holders”).
ASSET PURCHASE AGREEMENT BETWEEN SPBG FRANCHISING, INC. AND BREAD GARDEN FRANCHISING, INC. DATED SEPTEMBER 30, 2008Asset Purchase Agreement • October 2nd, 2008 • Spicy Pickle Franchising Inc • Retail-eating places • British Columbia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into by and between SPBG Franchising, Inc., a British Columbia corporation, (the “Purchaser”), and Bread Garden Franchising, Inc., a British Columbia corporation (“Seller”), effective as of the 30th day of September 2008.
