1 EXHIBIT 10.43 VOTING AGREEMENT AGREEMENT, dated as of April __, 1998, by and between The Delicious Frookie Company, Inc. ("Company") and Edward R. Sousa, as Voting Trustee ("Voting Trustee") under a Voting Trust Agreement dated as of December 22,...Voting Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • New York
1 EXHIBIT 10.2 STOCK OPTION AGREEMENT AGREEMENT, made as of August 11, 1997, between The Delicious Frookie Company, Inc., a Delaware corporation ("Company"), and Michael J. Kirby ("Executive"). As used herein, the term "Company" shall refer to the...Stock Option Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
ARTICLE I.Asset Purchase Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 EXHIBIT 10.18 ASSET PURCHASE AGREEMENT AGREEMENT, dated December 22, 1997, between The Delicious Frookie Company, Inc., a Delaware corporation ("Seller"), and Richard S. Worth ("Worth" or "Buyer"). IT IS AGREED: 1. Transaction. 1.1 Purchase and Sale...Asset Purchase Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
WITNESSETH:License Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Ohio
1 EXHIBIT 10.32 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made as of this 3rd day of April 1998 by and among The Delicious Frookie Company, Inc., a Delaware corporation ("Delicious"), and Larry...Assignment and Assumption Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
3 4 2. SECURITY AGREEMENTLoan Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • California
1 EXHIBIT 10.33 SUBORDINATION AGREEMENT (Debt and Security) THIS SUBORDINATION AGREEMENT, dated as of April 3, 1998, by and between U.S. BANCORP REPUBLIC COMMERCIAL FINANCE, INC. f.k.a. REPUBLIC ACCEPTANCE CORPORATION, a Minnesota corporation (the...Subordination Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 Exhibit 10.19 FINANCING AGREEMENTFinancing Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Minnesota
Check Off XXII 18 Delinquent Health and Welfare or Pension Contributions XI 11 Employer's Responsibility XII 12 Funeral Leave XVII 15 Grievance Procedure XIV 12 Health and Welfare VII 7 Holidays V 5 Hours of Work IV 4 Jury Duty XVI 14 Membership and...Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 EXHIBIT 10.23 ESCROW AGREEMENT ESCROW AGREEMENT, dated April 3, 1998, by and among The Delicious Frookie Company, Inc., a Delaware corporation ("Buyer"), Salerno Foods, L.L.C., a Delaware limited liability company ("Seller"), and American National...Escrow Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 2 Property Leases, (xiii) Proceeds, and (xiv) any other assets of Borrower, tangible or intangible, whether now owned or hereafter acquired.Security Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • California
1 EXHIBIT 10.42 VOTING TRUST AGREEMENT AGREEMENT made as of the 22nd day of December, 1997, by and among RICHARD S. WORTH, residing at 1497 Rail Head Boulevard, Unit #2, Naples, Florida 74110-8444, and RANDYE WORTH, residing at 3757 Ascot Bend Court,...Voting Trust Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 Exhibit 10.9 TRADEMARK LICENSE AGREEMENT THIS AGREEMENT, made this 25th day of September, 1991, by and between Land O'Lakes, Inc. a Minnesota cooperative corporation with its principal place of business in Arden Hills, Minnesota (hereinafter "LOL")...Trademark License Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Minnesota
1 EXHIBIT 10.31 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this "Agreement") is made as of April 3, 1998 by and between The Delicious Frookie Company, Inc., a Delaware corporation ("Buyer"), and Salerno Foods, L.L.C., a Delaware...Trademark Security Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT, made as of December 15, 1997, by and between The Delicious Frookie Company, Inc., a Delaware corporation ("Company"), and Jeffry Weiner ("Executive"). WHEREAS, Company and Executive...Employment Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
DEBTOR SECURED PARTY The Delicious Frookie Company, Inc. Republic Acceptance Corporation 2720 River Road 2338 Central Avenue, NE Des Plaines, Illinois 60018 Suite 200 Minneapolis, Minnesota 55418Security Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
AGREEMENT BETWEEN:Delicious Frookie Co Inc /De/ • April 23rd, 1998
1 EXHIBIT 10.28 MANUFACTURING AGREEMENT This MANUFACTURING AGREEMENT (the "Agreement") is made as of March ___, 1998 (the "Effective Date"), between The Delicious Frookie Company, Inc., a Delaware corporation, with its principal place of business at...Manufacturing Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/ • Illinois
1 EXHIBIT 10.25 RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT AGREEMENT made this 3rd day of April 1998, by and between THE DELICIOUS FROOKIE COMPANY, INC., a Delaware corporation (the "Buyer"), and STEVE COATES (the "Member"). W I T N E S S E T...Restrictive Covenant and Confidentiality Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
RECITALSAnd Noncompetition Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 Exhibit 10.21 The following is an agreement effective March 28, 1997 between The Delicious Frookie Company, Inc. ("D/F"), 2720 River Road, Suite 126, Des Plaines, Illinois 60018, and Old Colony Baking Company, Inc. ("OCB"), Box 1461 Northbrook,...Delicious Frookie Co Inc /De/ • April 23rd, 1998
December 16, 1997 Mr. Michael Kirby The Delicious Frookie Co., Inc. 2729 River Road, Suite 126 Des Plaines, IL 60018 Dear Mike: Per our recent discussions, we have agreed to amend your Employment Agreement, dated August, 1997, as follows: 1. Section...Employment Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
RECITALSDelicious Frookie Co Inc /De/ • April 23rd, 1998
1 Exhibit 10.8 TRADEMARK SUBLICENSE AGREEMENT THIS AGREEMENT, made this 16th day of December, 1993, by and between Nestle Food Company, a Delaware corporation with its principal place of business at 800 North Brand Boulevard, Glendale, California...Trademark Sublicense Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
RECITALSRepayment and Noncompetition Agreement • April 23rd, 1998 • Delicious Frookie Co Inc /De/
1 Exhibit 10.24 ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS KNOW ALL MEN BY THESE PRESENTS, that, in accordance with the terms and conditions of that certain Asset Purchase Agreement dated April 3, 1998 (the "Purchase Agreement"), by and between THE...Delicious Frookie Co Inc /De/ • April 23rd, 1998
ESKIMO PIE CORPORATION May 1, 1997Delicious Frookie Co Inc /De/ • April 23rd, 1998
October 21, 1997 Investors to be listed on Schedule A to the Common Stock and Option Purchase Agreement Re: Registration Rights ------------------- Dear Investors: The Delicious Frookie Company, Inc. ("Company") hereby agrees to provide to each...Delicious Frookie Co Inc /De/ • April 23rd, 1998
