0001047469-06-011684 Sample Contracts

OTIS SPUNKMEYER HOLDINGS, INC. (a Delaware corporation) [ • ] Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • September 8th, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • New York
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OTIS SPUNKMEYER HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • September 8th, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Delaware

THIS AGREEMENT (this "Agreement") is made as of , 2006, by and between Otis Spunkmeyer Holdings, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and [ ] (the "Indemnitee").

OPTION GRANT AGREEMENT
Option Grant Agreement • September 8th, 2006 • Otis Spunkmeyer Holdings Inc • Cookies & crackers • Delaware

THIS OPTION GRANT AGREEMENT (this "Agreement"), dated as of (the "Grant Date"), is entered into between Otis Spunkmeyer Holdings, Inc., a Delaware corporation (the "Company"), and (the "Participant").

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