Ronco Corp Sample Contracts

Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the ___ day of June, 2005 (the "Effective Date") between Ronco Corporation, a Delaware corporation (the "Company"), the...
Registration Rights Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • New York
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W I T N E S S E T H:
Assignment and Assumption Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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WARRANT TO PURCHASE 266,667 SHARES OF COMMON STOCK OF RONCO CORPORATION Void after June 30, 2010
Warrant Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • Delaware
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Exhibit 10.8 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of this ___ day of June 2005, by and between Ronco Corporation, a Delaware corporation (the "Company"), and the investor identified on the signature page to...
Subscription Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • New York
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EXHIBIT 10.9 PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • New York
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EXIBIT 2.2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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Exhibit 10.13 RONCO CORPORATION RESTICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the ____ day of June, 2005 by and between Ronco Corporation, a Delaware corporation (the "Company"), and Richard F. Allen, Sr. (the "Purchaser"). WHEREAS,...
Restricted Stock Purchase Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • California
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BACKGROUND
Transition Services Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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EXIBIT 2.2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 1st, 2005 • Fi Tek Vii Inc • Investors, nec • California
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EXHIBIT 10.10 May 20, 2005 Mr. Barry J. Levien Chairman Ronco Marketing Corporation 1330 Avenue of the Americas New York, NY 10019 Dear Mr. Levien: This letter will serve as an agreement between the parties hereto and replaces all prior agreements...
Financial Advisory Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • New York
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BY AND AMONG
Merger Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • New York
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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York

This Stock Pledge Agreement (this “Agreement”), dated as of October 18, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”) and Ronco Corporation, a Delaware corporation (the “Company” or “Pledgor”).

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Exhibit 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of the _____ day of June, 2005, by and between RONCO CORPORATION (formerly known as Fi-Tek VII, Inc.), a Delaware corporation, with principal offices in Chatsworth, California (the...
Employment Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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Contract
Warrant Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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RONCO CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 6th, 2006 • Ronco Corp • Retail-nonstore retailers • Delaware

This Indemnification Agreement (“Agreement”) is made as of this ___ day of ___________, ______, by and between Ronco Corporation, a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).

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EXHIBIT 10.8 NEW PRODUCT DEVELOPMENT AGREEMENT This New Product Development Agreement (this "Agreement") is made and entered into as of June 30, 2005, by and among Ronald M. Popeil ("Popeil" or "Party"), Alan L. Backus ("Backus" or "Party") and Ronco...
New Product Development Agreement • January 20th, 2006 • Ronco Corp • Retail-nonstore retailers • California
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Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of the _____ day of June, 2005, by and between RONCO CORPORATION (formerly known as Fi-Tek VII, Inc.), a Delaware corporation, with principal offices in Chatsworth, California (the...
Employment Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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SECURITY AND PURCHASE AGREEMENT
Security and Purchase Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York

This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrant referred to therein.

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Ronco Corporation Lock-up Agreement June 30, 2005
Lock-Up Agreement • July 29th, 2005 • Fi Tek Vii Inc • Investors, nec
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EXHIBIT 10.6 CONSULTING AND ADVISORY SERVICES AGREEMENT This CONSULTING AND ADVISORY SERVICES AGREEMENT for independent contractor consulting and advisory services ("Agreement") is made and entered into as of June 30, 2005 (the "Effective Date"), by...
Consulting and Advisory Services Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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RECITALS
Trademark Co-Existence Agreement • November 4th, 2005 • Ronco Corp • Retail-nonstore retailers • California
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Contract
Secured Non-Convertible Revolving Note • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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LETTER LOAN AGREEMENT June 9, 2006
Loan Agreement • October 13th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas

The undersigned, RONCO CORPORATION, a Delaware corporation (“Borrower”), has requested that Sanders Morris Harris Inc., a Texas corporation, individually and as administrative agent (the “Lead Lender”), and the persons and entities listed on the schedule of lenders attached hereto as Schedule 1 (each, together with the Lead Lender, a “Lender” and, collectively, the“Lenders”) lend to Borrower the net sum of up to $3,000,000.00. Subject to the terms of this Loan Agreement (this “Agreement”), Borrower and each of the Lenders hereby agree as follows:

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of October 18, 2006, is made by RONCO MARKETING CORPORATION, a Delaware corporation (“Grantor”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).

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ASSIGNMENT OF LIFE INSURANCE POLICY
Assignment of Life Insurance Policy • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers

THIS ASSIGNMENT OF LIFE INSURANCE POLICY (“Assignment”) is made as of October 18, 2006, in favor of Ronco Corporation, a Delaware corporation (the “Assignee”), by Sanders Morris Harris Inc., a Texas corporation (the “Lead Lender”), individually and on behalf of the Lenders (the “Lenders,” and collectively with the Lead Lender, the “Assignor”) parties to the Letter Loan Agreement dated June 9, 2006 (the “Loan Agreement”) among Assignor and Assignee.

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RONCO CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • July 29th, 2005 • Fi Tek Vii Inc • Investors, nec • California

THIS AGREEMENT is made as of the 28th day of June, 2005 by and between Ronco Corporation, a Delaware corporation (the “Company”), and Gilbert Azafrani (the “Purchaser”).

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AMENDMENT NO. 1 TO LETTER LOAN AGREEMENT
Letter Loan Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas

This Amendment No. 1 to Letter Loan Agreement (the “Amendment”) is made effective as of October 18, 2006 (the “Amendment Date”) and is entered into by and among Ronco Corporation, a Delaware corporation (the “Borrower”), Sanders Morris Harris Inc., a Texas corporation, individually and as administrative agent (the “Lead Lender”) and the persons and entities listed on the schedule of lenders attached to the Agreement (as defined below) as Schedule 1 (each, together with the Lead Lender, a “Lender” and, collectively, the“Lenders”).

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Contract
Secured Non-Convertible Term Note • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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LIMITED SUBORDINATION AGREEMENT
Limited Subordination Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas

Limited Subordination Agreement (this “Agreement”) dated October 18, 2006, among RONCO CORPORATION, a Delaware corporation, and RONCO MARKETING CORPORATION, a California corporation (together, “Borrower”); RONCO INVENTIONS, LLC, a California limited liability company, POPEIL INVENTIONS, INC., a Nevada corporation, RP PRODUCTIONS, INC., a Nevada corporation, RMP FAMILY TRUST, an Illinois irrevocable trust, and RONALD M. POPEIL, a resident of California (individually and collectively, if more than one, “Subordinate Lender”); and SANDERS MORRIS HARRIS INC., a Texas corporation (“SMH”), individually and on behalf of the Lenders (as defined in the Letter Loan Agreement dated June 9, 2006, among the Borrower, SMH, and the Lenders) (“Lender”).

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CONSULTING AGREEMENT
Consulting Agreement • July 29th, 2005 • Fi Tek Vii Inc • Investors, nec • Illinois

If any action at law or in equity is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and disbursements in addition to any other relief to which it may be entitled.

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ASSIGNMENT OF LIFE INSURANCE POLICY
Assignment of Life Insurance Policy • October 13th, 2006 • Ronco Corp • Retail-nonstore retailers

THIS ASSIGNMENT OF LIFE INSURANCE POLICY (“Assignment”) is made as of June 9, 2006, by Ronco Corporation, a Delaware corporation (hereinafter called “Assignor), whose address is 21344 Superior Street, Chatsworth, California 91311 in favor of Sanders Morris Harris Inc., a Texas corporation (“Lead Lender”), individually and on behalf of the Lenders (“Lenders”) parties to the Letter Loan Agreement dated as of the date hereof, among Assignor and such Lenders (the “Loan Agreement”), whose address is 600 Travis Street, Suite 3100, Houston, Texas 77002.

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AMENDMENT NO. 1 TO SECURITY AGREEMENT
Security Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas

This Amendment No. 1 to Security Agreement (the “Amendment”) is made effective as of October 18, 2006 (the “Amendment Date”) and is entered into by and between Ronco Corporation, a Delaware corporation (the “Borrower”), and Sanders Morris Harris Inc., a Texas corporation, individually and as agent for the Lenders (the “Secured Party”).

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SECURITY AGREEMENT
Security Agreement • October 13th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas

THIS SECURITY AGREEMENT (“Agreement”) is made as of June 9, 2006, by RONCO CORPORATION, a Delaware corporation (hereinafter called “Debtor”), whose address is 21344 Superior Street, Chatsworth, California 91311 in favor of SANDERS MORRIS HARRIS INC., a Texas corporation, individually and as agent for the Lenders (“Secured Party”), whose address is 600 Travis Street, Suite 3100, Houston, Harris County, Texas 77002. Debtor hereby agrees with Secured Party as follows:

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LETTER AGREEMENT October 18, 2006
Letter Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • California

Ronco Corporation, a Delaware corporation (“Ronco”) and Ronco Marketing Corporation, a Delaware corporation and wholly owned subsidiary of Ronco (“RMC” and together with Ronco, the “Company”), are, substantially concurrently herewith, entering into a Security and Purchase Agreement (the “Laurus Loan Agreement”) with Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), pursuant to which Laurus will make certain advances to the Company (the “Laurus Loan”). A condition to the closing of the Laurus Loan is that each of Ronald M. Popeil (“Popeil”), the RMP Family Trust, an Illinois irrevocable trust, Gina Wallman and Martin Lescht as co-Trustees (“RMP”), Ronco Inventions, LLC, a California limited liability company (“Ronco Inventions”), Popeil Inventions, Inc., a Nevada corporation (“Popeil Inventions”) and RP Productions, Inc., a Nevada corporation (“RP,” and collectively with Popeil, RMP, Ronco Inventions, Popeil Inventions and RP, the “Lenders”) enter into the Subordination Agr

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