EXHIBIT 2.3
CAPITAL CONTRIBUTION AGREEMENT
CAPITAL CONTRIBUTION AGREEMENT (this "Agreement"), dated as of
November 26, 1997, by and between Xxx. Xxxxxx' Original Cookies, Inc., a
Delaware corporation ("MFOC"), and The Xxx. Xxxxxx' Brand, Inc., a Delaware
corporation and a wholly owned subsidiary of MFOC ("Brand").
W I T N E S S E T H:
WHEREAS, MFOC desires to contribute cash in the amount of
$14,098,045 (the "Capital Contribution") to Brand as a capital contribution; and
WHEREAS, the parties intend for the Capital Contribution to be
a capital contribution for federal income tax purposes.
NOW, THEREFORE, in consideration of the mutual agreements set
forth herein:
5 MFOC does hereby make the Capital Contribution to the
capital of Brand.
6 Brand hereby accepts the Capital Contribution from MFOC.
This Agreement shall inure to the benefit of MFOC and Brand
and their respective successors and assigns and shall be binding upon MFOC and
Brand and their respective successors and assigns, effective immediately upon
its delivery. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to the conflict
of law rules thereof. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and both of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Capital Contribution Agreement as of the day and year first above written.
XXX. XXXXXX' ORIGINAL COOKIES, INC.
By:_/s/ Xxxxxxx Ward__
Name: Xxxxxxx Xxxx
Title: V.P.
THE XXX. XXXXXX' BRAND, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: V.P.
