REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2007, is made by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker”), Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel Time”, and collectively with Pretzelmaker, the “Sellers”).
ASSET PURCHASE AGREEMENT BY AND AMONG NEXCEN ASSET ACQUISITION, LLC, PRETZEL TIME FRANCHISING, LLC, PRETZELMAKER FRANCHISING, LLC, NEXCEN BRANDS, INC.,Asset Purchase Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This Asset Purchase Agreement (“Agreement”) is entered into as of August 7, 2007, by and among, NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel Time”), Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker,” and with Pretzel Time, each individually, a “Seller,” and collectively, the “Sellers”), and Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (“MFFB”).
VOTING AGREEMENTVoting Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of August 7, 2007, is entered into by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker”), and Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel Time,” and collectively with Pretzel Maker, the “Holders”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of August 7, 2007 (the “Effective Date”), is made and entered into by and between Mrs. Fields Famous Brands, LLC, a limited liability corporation formed under the laws of Delaware and the parent company of the Sellers (“MFFB”) and NexCen Asset Acquisition, LLC, a limited liability corporation formed under the laws of Delaware (“Purchaser”). MFFB and Purchaser may each be referred to herein individually as a “Party”, and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • New York
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of August 7, 2007, by and among NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel Time”), Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker,” and with Pretzel Time, each individually, a “Seller,” and collectively, the “Sellers”), and Wilmington Trust Company, as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined herein). The Escrow Agent, Parent, Buyer and Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
