STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
This Stock Pledge Agreement (this “Agreement”), dated as of October 18, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”) and Ronco Corporation, a Delaware corporation (the “Company” or “Pledgor”).
ContractWarrant Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrant referred to therein.
ContractSecured Non-Convertible Revolving Note • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of October 18, 2006, is made by RONCO MARKETING CORPORATION, a Delaware corporation (“Grantor”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
ASSIGNMENT OF LIFE INSURANCE POLICYAssignment of Life Insurance Policy • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers
THIS ASSIGNMENT OF LIFE INSURANCE POLICY (“Assignment”) is made as of October 18, 2006, in favor of Ronco Corporation, a Delaware corporation (the “Assignee”), by Sanders Morris Harris Inc., a Texas corporation (the “Lead Lender”), individually and on behalf of the Lenders (the “Lenders,” and collectively with the Lead Lender, the “Assignor”) parties to the Letter Loan Agreement dated June 9, 2006 (the “Loan Agreement”) among Assignor and Assignee.
AMENDMENT NO. 1 TO LETTER LOAN AGREEMENTLetter Loan Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
This Amendment No. 1 to Letter Loan Agreement (the “Amendment”) is made effective as of October 18, 2006 (the “Amendment Date”) and is entered into by and among Ronco Corporation, a Delaware corporation (the “Borrower”), Sanders Morris Harris Inc., a Texas corporation, individually and as administrative agent (the “Lead Lender”) and the persons and entities listed on the schedule of lenders attached to the Agreement (as defined below) as Schedule 1 (each, together with the Lead Lender, a “Lender” and, collectively, the“Lenders”).
ContractSecured Non-Convertible Term Note • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RONCO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
LIMITED SUBORDINATION AGREEMENTLimited Subordination Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
Limited Subordination Agreement (this “Agreement”) dated October 18, 2006, among RONCO CORPORATION, a Delaware corporation, and RONCO MARKETING CORPORATION, a California corporation (together, “Borrower”); RONCO INVENTIONS, LLC, a California limited liability company, POPEIL INVENTIONS, INC., a Nevada corporation, RP PRODUCTIONS, INC., a Nevada corporation, RMP FAMILY TRUST, an Illinois irrevocable trust, and RONALD M. POPEIL, a resident of California (individually and collectively, if more than one, “Subordinate Lender”); and SANDERS MORRIS HARRIS INC., a Texas corporation (“SMH”), individually and on behalf of the Lenders (as defined in the Letter Loan Agreement dated June 9, 2006, among the Borrower, SMH, and the Lenders) (“Lender”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • Texas
This Amendment No. 1 to Security Agreement (the “Amendment”) is made effective as of October 18, 2006 (the “Amendment Date”) and is entered into by and between Ronco Corporation, a Delaware corporation (the “Borrower”), and Sanders Morris Harris Inc., a Texas corporation, individually and as agent for the Lenders (the “Secured Party”).
LETTER AGREEMENT October 18, 2006Letter Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • California
Ronco Corporation, a Delaware corporation (“Ronco”) and Ronco Marketing Corporation, a Delaware corporation and wholly owned subsidiary of Ronco (“RMC” and together with Ronco, the “Company”), are, substantially concurrently herewith, entering into a Security and Purchase Agreement (the “Laurus Loan Agreement”) with Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), pursuant to which Laurus will make certain advances to the Company (the “Laurus Loan”). A condition to the closing of the Laurus Loan is that each of Ronald M. Popeil (“Popeil”), the RMP Family Trust, an Illinois irrevocable trust, Gina Wallman and Martin Lescht as co-Trustees (“RMP”), Ronco Inventions, LLC, a California limited liability company (“Ronco Inventions”), Popeil Inventions, Inc., a Nevada corporation (“Popeil Inventions”) and RP Productions, Inc., a Nevada corporation (“RP,” and collectively with Popeil, RMP, Ronco Inventions, Popeil Inventions and RP, the “Lenders”) enter into the Subordination Agr
