FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 1st, 2017 • Ronco Brands, Inc. • Delaware
The securities offered hereby are highly speculative. Investing in shares of Ronco Brands, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
API AND DATA LICENSE AGREEMENTApi and Data License Agreement • March 1st, 2017 • Ronco Brands, Inc.
This API and Data License Agreement ("Agreement”) applies to your access to, and use of, the content, documentation, code, data and related materials made available by Direct Transfer, LLC. (“Direct Transfer”) to you (collectively, the “Content”), including through the use of the Direct Transfer application programming interface (the “API”, together with Content, “Direct Transfer Materials”). By using any Direct Transfer Materials, you agree to this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2017 • Ronco Brands, Inc.
This Executive Employment Agreement (the "Agreement"), by and among Ronco Holdings, Inc., a Delaware corporation ("Company"), and Stephen Krout ("Employee"), is hereby entered into as of April 1, 2017 (the “Effective Date”).
Ronco Brands, Inc. Subscription Agreement William MooreSubscription Agreement • March 1st, 2017 • Ronco Brands, Inc. • Delaware
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to Ronco Brands, Inc., a Delaware corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise working capital through the sale to Subscriber as an accredited investor of 3,500,000 shares of Series A Super Voting Preferred Stock, par value $0.0001 per share, of the Company (each, a “Share” and, collectively the “Shares”) at $0.0001 per Share.
LOAN AGREEMENT RHI-John KleinertLoan Agreement • March 1st, 2017 • Ronco Brands, Inc. • Florida
This Loan Agreement (together with the exhibits and annexes hereto, this “Agreement”) dated as of the date first set forth above (the “Effective Date”), is entered into by and between John Kleinert, an individual resident of New Jersey (“Lender”) and Ronco Holdings, Inc., a Delaware corporation (the “Borrower”). The Lender and the Borrower may be referred to herein collectively as the “Parties” and each individually as a “Party.”
STOCK REDEMPTION AGREEMENT Dated as of February 17, 2017Stock Redemption Agreement • March 1st, 2017 • Ronco Brands, Inc. • New York
This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Ronco Holdings, Inc., a Delaware corporation (the “Company”), and Ronco Brands, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“RBI” and collectively with the Company, referred to as the “Parties” and each individually as a “Party”).
REPAYMENT AGREEMENT Dated as of February 17, 2017Repayment Agreement • March 1st, 2017 • Ronco Brands, Inc. • Florida
This Repayment Agreement, dated and effective as of the date first set forth above (as amended, restated or modified from time to time, this “Agreement”), and is entered into by and between Ronco Brands, Inc., a Delaware corporation (“Guarantor”), Ronco Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Guarantor (“Borrower”), and RNC Investors, LLC (the “Lender”). Each of Guarantor, Borrower and Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • March 1st, 2017 • Ronco Brands, Inc. • Alabama
SUBSCRIPTION ESCROW AGREEMENT (the “Agreement”) executed this 24th day of February, 2017 (“Effective Date”) by and between Ronco Brands, Inc., a Delaware corporation (the “Issuer”), and REGIONS BANK, an Alabama banking corporation, as escrow agent (“Escrow Agent”).
GUARANTY AGREEMENT Dated as of February 17, 2017Guaranty Agreement • March 1st, 2017 • Ronco Brands, Inc. • Florida
This Guaranty Agreement, dated and effective as of the date first set forth above (as amended, restated or modified from time to time, the “Guaranty”), and is made by Ronco Brands, Inc., a Delaware corporation (the “Guarantor”), in favor of RNC Investors, LLC (the “Lender”). Each of Guarantor and Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”
Ronco Brands, Inc.Ronco Brands, Inc. • March 1st, 2017
This letter confirms our complete understanding with respect to the retention of Wellington Shields & Co. ("Wellington"), a registered broker/dealer as the exclusive financial advisor to Ronco Brands, Inc. (the "Company") or any of its subsidiaries, as it relates to advisory services in relation to a Regulation A Plus Offering of up to $20,000,000.
AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT Dated as of February 17, 2017Assignment and Assumption Agreement • March 1st, 2017 • Ronco Brands, Inc.
This Amendment, Assignment and Assumption Agreement (the “Assignment”), dated as of the date first set forth above, is entered into by and between RFL Enterprises, LLC (“RFL”), RNC Investors, LLC (“RNC”), and Ronco Holdings, Inc. (“RHI”). Capitalized terms used but not defined herein have the meaning given them in the Agreement (as defined below). Each of RFL, RNC and RHI may be referred to herein individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AND GENERAL RELEASE AGREEMENT Dated as of February 17, 2017Settlement and General Release Agreement • March 1st, 2017 • Ronco Brands, Inc. • Florida
This Settlement and General Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between As Seen on TV, Inc., Infusion Brands, Inc., Ediets.com, Inc., TV Goods Holding Corporation, Tru Hair, Inc., RFL Enterprises, LLC, Ronco Funding, LLC and Ronco Holdings, Inc. (“RHI”) (each individually a “Credit Party” and, collectively, the “Credit Parties”), RNC Investors, LLC (“RNC”) and Ronco Brands, Inc., an Affiliate of RNC (“Ronco Brands”). For purposes hereof, (i) an “Affiliate” of a Party shall be any Party that controls, is controlled by, or is under common control with, the subject Party; and (ii) any Credit Party, RNC and Ronco Brands may be referred to herein individually as a “Party” and collectively as the “Parties.”
Amendment and Restatement of Promissory Note Dated as of February 17, 2017 (Ronco Holdings, Inc. - Fredrick Schulman)Ronco Brands, Inc. • March 1st, 2017 • New York
This Amendment and Restatement of Promissory Note (this “Amendment”) is entered into and is executed and delivered as of the date first set forth above by and between Fredrick Schulman, Attorney at Law, as Agent (“Holder”) for Angelo Balbo Management, LLC, and Ronco Holdings, Inc., a Delaware corporation (the “Company”).
