0001144204-06-043408 Sample Contracts

STOCK PLEDGE AGREEMENT
Stock 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”).

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Contract
Ronco Corp • October 24th, 2006 • 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 AGREEMENT
Security and Purchase Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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.

Contract
Ronco Corp • October 24th, 2006 • 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 AGREEMENT
Intellectual 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 POLICY
Assignment of Life Insurance • 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 AGREEMENT
Letter 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”).

Contract
Ronco Corp • October 24th, 2006 • 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 AGREEMENT
Limited 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 AGREEMENT
Security 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, 2006
Subordination 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

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