E-35Escrow Agreement • February 3rd, 1998 • Krantor Corp • Wholesale-groceries, general line • New York
OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is made as of September 30, 2002, by and between Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair" or "Optionee") and Synergy Brands, Inc., a Delaware corporation (the...Option Agreement • March 31st, 2003 • Synergy Brands Inc • Wholesale-groceries, general line • New York
1 OPERATING AGREEMENT OF MILFAM LLC, AN OHIO LIMITED LIABILITY COMPANYOperating Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line • Ohio
EX-4Common Stock Purchase Warrant • April 1st, 2002 • Synergy Brands Inc • Wholesale-groceries, general line • New York
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 21, 2005, by and between SYNERGY BRANDS INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • September 13th, 2005 • Synergy Brands Inc • Wholesale-groceries, general line • New York
ANDStock Purchase Agreement • December 7th, 1999 • Synergy Brands Inc • Wholesale-groceries, general line • New York
Exhibit 2 SETTLEMENT AND RELEASE This settlement and Release (the "Settlement and Release") is entered into as of December 16, 2002, and effective retroactively from September 15, 2002, by and between About, Inc. ("About") with offices at 249 West...Settlement Agreement • January 8th, 2003 • Synergy Brands Inc • Wholesale-groceries, general line • New York
Exhibit 10 QUALITY FOOD BRANDS, INC. SECURITIES PURCHASE AGREEMENT May 18, 2007 TABLE OF CONTENTSSecurities Purchase Agreement • May 23rd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
THE COMPANY STOCK SUBJECT TO TRANSFER AND/OR TO BE TRANSFERRED AS STATED IN AND/OR PER THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER ANY APPLICABLE STATE OR FEDERAL REGULATION. NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES REPRESENTED BY THIS...Stock Purchase Agreement • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10.3 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...Warrant Agreement • March 7th, 2006 • Synergy Brands Inc • Wholesale-groceries, general line • New York
PARTNERSHIP AGREEMENT OF MILFAM I L.P.Partnership Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line • Georgia
Exhibit 100.1 SYNERGY BRANDS INC. UNITS CONSISTING OF ONE SHARE OF UNREGISTERED, SERIES A CLASS B PREFERRED STOCK (THE "PREFERRED SHARES") AND ONE SHARE OF UNREGISTERED RESTRICTED COMMON STOCK (THE "COMMON STOCK") (TOGETHER THE "SECURITIES") (SUBJECT...Subscription Agreement • July 11th, 2003 • Synergy Brands Inc • Wholesale-groceries, general line • New York
Exhibit 10.2 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...Warrant Agreement • May 23rd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10.1 SYNERGY BRANDS INC. SECURITIES PURCHASE AGREEMENT January 25, 2005Securities Purchase Agreement • October 4th, 2005 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10 To: NEW ERA FOODS INC. Please be advised that the undersigned, Gran Reserve Corporation ( formerly GR Cigars, Inc.) a Nevada Corporation (hereinafter referred to as "GR"), does hereby agree that any and all benefits to GR derived from any...Distribution Agreement • October 6th, 1998 • Synergy Brands Inc • Wholesale-groceries, general line • New York
SYNERGY BRANDS, INC. CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Date:...Master Security Agreement • May 19th, 2004 • Synergy Brands Inc • Wholesale-groceries, general line • New York
betweenSecurities Purchase Agreement • January 22nd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT 10 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT is executed in reliance upon the transaction exemption afforded by Regulation S ("Regulation S") as promulgated by the Securities and Exchange...Offshore Securities Subscription Agreement • March 3rd, 1997 • Krantor Corp • Wholesale-groceries, general line • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • March 7th, 2006 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXHIBIT Intellectual Property The tradenames "BeautyBuys", "NetCigar", and "Cigargold.com" for which U.S. trademark applications have been filed. THE COMPANY OR ITS SUBSIDIARIES ARE LICENSED TO USE THE FOLLOWING TRADEMARKS: Suarez Gran Reserve Breton...Intellectual Property Agreement • March 30th, 2004 • Synergy Brands Inc • Wholesale-groceries, general line
SYBR.COM ADD2CART.COM SYNERGYBRANDS.COM SALEBYNET.COM BEAUTYBONUS.COM** DEALBYNET.COM SALONCOUNTER.COM** DEALBUYNET.COM FRAGANCESALON.COM** BEAUTYBUYS.COM** GLOBALSALON.COM** BEAUTYBUY.COM** FRAGRANCESALON.COM** CIGARGOLD.COM SALONBUY.COM**
SECTION 1Trust Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line • Ohio
EXHIBIT 10 REGULATION S SECURITIES SUBSCRIPTION AGREEMENT THESE SECURITIES (INCLUDING SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT...Securities Subscription Agreement • April 2nd, 1997 • Krantor Corp • Wholesale-groceries, general line • New York
TOSecurities Purchase Agreement • April 10th, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
WAIVER AND CONSENT AGREEMENT THIS WAIVER AND CONSENT AGREEMENT (this "Agreement") dated as of May 29, 2008, is by and among PHS Group Inc., a Pennsylvania corporation (the "Borrower"), Synergy Brands Inc., a Delaware corporation (the "Parent...Waiver and Consent Agreement • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line • New York
AMENDMENTSecured Convertible Term Note Amendment • October 4th, 2005 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EX-14Distributorship Agreement • September 3rd, 1998 • Synergy Brands Inc • Wholesale-groceries, general line • New York
RecitalsSecurity, Pledge and Guaranty Agreement • January 22nd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
MAIR FAIBISH 1175 Walt Whitman Road Melville, New York 11747Subscription Agreement • September 26th, 2001 • Synergy Brands Inc • Wholesale-groceries, general line
ARTICLE I INTEREST & AMORTIZATIONSecured Term Note • May 23rd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
ACKNOWLEDGMENT, RATIFICATION AND SUBORDINATION AGREEMENT THIS ACKNOWLEDGMENT, RATIFICATION AND SUBORDINATION AGREEMENT (this "Agreement") dated as of May 29, 2008, by and among Gran Reserve Corporation, a Florida corporation and a wholly owned...Acknowledgment, Ratification and Subordination Agreement • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line • New York
EXTENSION AGREEMENT Agreement made this 1 day of June, 1999 by and between THE VENEZUELA RECOVERY FUND N.V. as "Lender" and NEW ERA FOODS, INC. as "Borrower". WHEREAS, Reference is made to that certain Promissory Note and Security Agreement (together...Extension Agreement • June 21st, 1999 • Synergy Brands Inc • Wholesale-groceries, general line
WHEREAS, Reference is made to that certain Promissory Note and Security Agreement (together referred to herein as the "Financing Agreement") entered between the above referenced parties dated on or about July 22, 1998 wherein the Lender established a $1,000,000 line of credit (the "Original Loan") for Lender to provide financing for the Borrower's inventory of groceries and squid to be sold to and distributed by and on behalf of Synergy Brands Inc. ("Synergy") for which financing Synergy acts as guarantor (the "Guarantor"); and
Exhibit 10.1 FIRST AMENDMENTSecurity, Pledge and Guaranty Agreement • April 10th, 2007 • Synergy Brands Inc • Wholesale-groceries, general line • New York
THE COMPANY STOCK SUBJECT TO TRANSFER AND/OR TO BE TRANSFERRED AS STATED IN AND/OR PER THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER ANY APPLICABLE STATE OR FEDERAL REGULATION. NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES REPRESENTED BY THIS...Secured Promissory Note • May 30th, 2008 • Synergy Brands Inc • Wholesale-groceries, general line
Exhibit 10.4 SECURED PARTY GENERAL CONVEYANCE AND BILL OF SALE KNOW ALL MEN BY THESE PRESENTS that LAURUS MASTER FUND, LTD. ("Grantor") pursuant to its rights as a secured party under a Security and Purchase Agreement dated December 28, 2005 by and...General Conveyance and Bill of Sale • May 23rd, 2007 • Synergy Brands Inc • Wholesale-groceries, general line
KNOW ALL MEN BY THESE PRESENTS that LAURUS MASTER FUND, LTD. ("Grantor") pursuant to its rights as a secured party under a Security and Purchase Agreement dated December 28, 2005 by and among Grantor, LORETTA BAKING MIX PRODUCTS LTD. ("Debtor") and certain affiliates of Debtor, as well as under a Master Security Agreement dated December 28, 2005 by and among Grantor, Debtor and certain affiliates of Debtor and pursuant to and in exercise of its rights as a secured party under the Uniform Commercial Code, for and in consideration of the sum of $4,712,983.53, the receipt of which is hereby acknowledged, in accordance with the terms hereof, subject to collection, hereby grants, assigns and sets over to QUALITY FOOD BRANDS, INC. ("Grantee") all of Debtor's and Grantor's right, title and interest in and to the property described in Schedule A annexed hereto and made a part hereof. Debtor's right, title and interest in and to the conveyed property shall not include any receivables owed to De
DISTRIBUTORSHIP AGREEMENT This agreement (hereinafter the "Agreement") is made and executed in New York this 1st day of October , 1996 between ASIA LEGEND TRADING LTD, Asia, PRC, China Republic Corporation (hereinafter "Asia") and NEW ERA FOODS, INC....Distributorship Agreement • September 3rd, 1998 • Synergy Brands Inc • Wholesale-groceries, general line • New York
