SUNSET BRANDS, INC. Warrant to Purchase Shares of Common StockWarrant Agreement • November 17th, 2005 • Sunset Brands Inc • Blank checks • New York
THIS CERTIFIES THAT, for value received, IBF Fund Liquidating LLC, a Delaware limited liability company, or its registered assigns (the "Holder"), is entitled to purchase from Sunset Brands, Inc., a Nevada corporation (the "Company"), at any time or from time to time during the period specified in Section 2 hereof, in whole or in part, Four Million Two Hundred Thousand (4,200,000) fully paid and non-assessable shares of the Company's common stock, par value $.001 per share (the "Common Stock"), at an exercise price per share of $.70 (the "Initial Exercise Price"). The term "Warrant Shares," as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Initial Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. This Warrant is issued pursuant to the Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November __, 2005, by and among the Holder, U.S. Mills, Inc., a Delaware corporation, USM Acquisition
AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER by and among IBF FUND LIQUIDATING LLC, U.S. MILLS, INC., USM ACQUISITION SUB, INC., and SUNSET BRANDS, INC. Dated as of ___________ __, 2005 ________________________________________ AMENDED...Acquisition Agreement • November 17th, 2005 • Sunset Brands Inc • Blank checks • Delaware
This AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER, is dated as of _________ __, 2005, by and among IBF Fund Liquidating LLC, a Delaware limited liability company ("IBF"), U.S. Mills, Inc., a Delaware corporation (the "Company") (IBF and the Company hereinafter collectively, referred to as the "Seller"), USM Acquisition Sub, Inc., a Delaware corporation ("Merger Sub"), and Sunset Brands, Inc., a Nevada corporation (the "Purchaser"). Capitalized terms not otherwise defined are defined in Article VIII hereof.
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • November 17th, 2005 • Sunset Brands Inc • Blank checks • Maryland
