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Exhibit 10.2  


Execution Copy  


 
  REGISTRATION AGREEMENT    
    


        THIS
REGISTRATION AGREEMENT (this "Agreement") is made as of August 20, 2002, by and among Otis Spunkmeyer Holdings, Inc., a
Delaware corporation (the "Company"), Code Hennessy & Simmons IV LP, a Delaware limited partnership
("CHS"), and each of the other Persons listed on the signature pages attached hereto or who otherwise hereafter become parties to this agreement by
executing the Joinder attached hereto as Exhibit A (the "Minority Stockholders"). CHS and the
Minority Stockholders are collectively referred to herein as the "Stockholders," and are individually referred to herein as a
"Stockholder." Otherwise undefined capitalized terms used herein are defined in Section 9 hereof. 



        In
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows: 



	1.
	Demand Registrations. 




        (a)    Requests for Registration. At any time, the holders of at least a majority of the CHS Registrable Securities may request
registration under the Securities Act of all or any portion of such CHS Registrable Securities on Form S-1 or any similar long-form registration
("Long-Form Registrations") or, if available, on Form S-2 or S-3 or any similar short-form
registration ("Short-Form Registrations"). All registrations requested pursuant to this  Section 1(a) are referred to herein as "Demand Registrations." Each request for a Demand
Registration shall specify the approximate number of CHS Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of
any such request, the Company shall give written notice of such requested registration to all holders of Other Registrable Securities and, subject to  Section 1(d) below, will include in such
registration, in addition to the CHS Registrable Securities that are requested to be registered pursuant
hereto, all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. 


        (b)    Long-Form Registrations. The holders of a majority of the CHS Registrable Securities shall be entitled to
request unlimited Long-Form Registrations in which the Company will pay all Registration Expenses (as defined below in Section 5).
All Long-Form Registrations shall be underwritten registrations. 


        (c)    Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to  Section 1(b), the holders of a majority of the CHS Registrable Securities
shall be entitled to request an unlimited number of
Short-Form Registrations in which the Company will pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use
any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Company shall use its best efforts to make
Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations,
unless otherwise agreed to by the Company. 


        (d)    Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not
Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering
and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such
offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include
in such registration (i) first, the number of Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect,
pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such
Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. 


        (e)    Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within six
months after the effective date of a previous Long-Form Registration with respect to the Company. The Company may postpone, for up to six months (from the date of the request), the filing
or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors believes that such Demand Registration would reasonably be expected to have an adverse
effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger,
consolidation, tender offer, reorganization, or similar 







 



transaction;
provided, however, that in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request
is withdrawn, such Demand Registration shall be treated as if it had never been made in the first instance, and the Company will pay all Registration Expenses in connection with such registration. The
Company may delay a Demand Registration hereunder only once in any 12-month period. 


        (f)    Selection of Underwriters. The holders of a majority of the Registrable Securities initially requesting registration
hereunder will have the right to select the investment banker(s) and manager(s) to administer the offering under such Demand Registration, subject to the Company's approval, which will not be
unreasonably withheld. 


        (g)    Other Registration Rights. The Company will not grant to any Persons the right to request that the Company register any
equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any such securities, without the prior written consent of the holders of at least a majority of
the CHS Registrable Securities. 



	2.
	Piggyback Registrations. 




        (a)    Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act
(other than pursuant to a Demand Registration which is addressed in Section 1 above rather than this  Section 2 or a registration on Form S-4
or S-8 or any successor or similar forms) and the registration form to be
used may be used for the registration of Registrable Securities (a "Piggyback Registration"), whether for sale for its own account or the account of a
Person not a party to this Agreement, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to  Sections 2(c)
and 2(d) below, will include in such registration all Registrable Securities with respect
to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice; provided that with respect to any Piggyback Registration, the
holders of a majority of the Registrable Securities shall have the right to waive and forego, as against themselves and all other holders of Registrable Securities, the inclusion of any Registrable
Securities in such Piggyback Registration. 


        (b)    Piggyback Expenses. In all Piggyback Registrations, the Registration Expenses of the holders of Registrable Securities
will be paid by the Company. 


        (c)    Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that, in their opinion, the number of
securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include
in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among
the holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration pro rata
among the holders of such securities on the basis of the number of such other securities owned by each such holder. 


        (d)    Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Company's securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in  Section 1 above rather than in this
Section 2(d)), and the managing underwriters advise
the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting
the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration,
(ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable
Securities owned by each such requesting holder, and (iii) third, other securities requested to be included in such registration pro rata among the holders of such other securities on the basis
of the number of such securities owned by each such holder. 


        (e)    Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the selection of the investment
banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities included in such Piggyback Registration, which approval shall not be unreasonably
withheld. 


        (f)    Withdrawal by Company. If, at any time after giving notice of its intention to register any of its securities as set
forth in Section 2(a) and before the effective date of such registration statement filed in connection with 


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such
registration, the Company shall determine, for any reason, not to register such securities, the Company may, at its sole discretion, give written notice of such determination to each holder of
Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith as provided herein). 



        (g)    Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities
pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has
not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible into or exchangeable or exercisable
for its equity securities under the Securities Act (except on Form S-4 or S-8 or any successor form), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least six months has elapsed from the effective date of such previous registration. 



	3.
	Holdback Agreements. 




        (a)    Each
holder of Registrable Securities agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such
securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or
other arrangement, in each case during the seven days before and the 90-day period (but in the case of the Company's initial public offering, the 180-day period) beginning on
the effective date of any underwritten public offering of the
Company's equity securities (including Demand and Piggyback Registrations) (or such longer or shorter period (but not in excess of 180 days) as may be requested in writing by the managing
underwriter and agreed to in writing by the Company) (the "Market Standoff Period"), except as part of such underwritten registration if otherwise
permitted. In addition, each holder of Registrable Securities agrees to execute any further letters, agreements and/or other documents requested by the Company or its underwriters which are consistent
with the terms of this Section 3(a). The Company may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period. 


        (b)    The
Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the seven days before and during the 180-day period beginning on the effective date of any underwritten public offering of the Company's equity securities
(including Demand and Piggyback Registrations) (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form),
unless the underwriters managing the registered public offering otherwise agree, and (ii) to use its best efforts to cause each holder of its Common Stock, or any securities convertible into or
exchangeable or exercisable for Common Stock, purchased or otherwise acquired from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during any such period (except as part of such underwritten registration, if otherwise
permitted), unless the underwriters managing the registered public offering otherwise agree. 



        4.    Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant thereto, the Company will as expeditiously as possible: 


        (a)    prepare
and (within 60 days after the end of the period within which requests for registration may be given to the Company) file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective as soon as practicable but
no later than 120 days after the applicable request date (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish
to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be
subject to review of such counsel); 


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        (b)    prepare
and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months (subject to extension pursuant to  Section 7(b)) or, if such
registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the
underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (ii) such shorter period as will terminate when
all of the securities covered by such registration statement during such period have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth
in such registration statement (but, in any event, not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such registration statement; 


        (c)    furnish
to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller; 


        (d)    use
its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this
subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction); 


        (e)    notify
each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to
such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not
contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; 


        (f)    use
best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on a securities exchange or the National Association of Securities Dealers ("NASD") automated quotation system and, if
listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a "national market system
security" of The Nasdaq Stock Market within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure The Nasdaq Stock Market's authorization
for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with
the NASD; 


        (g)    use
best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 



        (h)    enter
into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation,
effecting a stock split, combination of shares, recapitalization, or reorganization); 


        (i)    make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any
attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company, and cause
the Company's officers, directors, employees, agents, representatives, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant,
or agent in connection with such registration statement; 


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        (j)    otherwise
use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder; 


        (k)    permit
any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company
to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel should be included; 


        (l)    in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain
the withdrawal of such order; 


        (m)    use
its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; 



        (n)    use
best efforts to obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters, which letter shall be addressed to the underwriters, and the Company shall use its reasonable best efforts to cause such cold comfort letter to also be addressed to
the holders of such Registrable Securities; and 


        (o)    use
best efforts to obtain an opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions,
which opinion shall be addressed to the underwriters and the holders of such Registrable Securities. 



        If
any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if such holder, in its sole and exclusive
judgment, is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and
substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by
such holder of the investment quality of the Company's securities covered thereby, and that such holding does not imply that such holder shall assist in meeting any future financial requirements of
the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal or state statute then in force, the
deletion of the reference to such holder; provided that, with respect to this clause (ii), such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and
counsel shall be reasonably satisfactory to the Company. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such
information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. 



	5.
	Registration Expenses. 




        (a)    All
expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company,
and all independent certified public accountants, underwriters (excluding discounts and commissions), and other Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne as provided in this Agreement, except that the Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability
insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or, if none are so
listed, on a securities exchange or the NASD automated quotation system. 


        (b)    In
connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities for the reasonable fees
and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities. 


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        (c)    To
the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder will pay those
Registration Expenses allocable to the registration of such holder's securities so included, and any Registration Expenses not so allocable will be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of each seller's securities to be so registered. 



	6.
	Indemnification. 




        (a)    The
Company agrees to indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities, such holder's officers, directors, agents,
partners, members, stockholders and employees and each Person who controls such holder (within the meaning of the Securities Act) (each an "Indemnitee"
and,
collectively, the "Indemnities") against any and all losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses
(including reasonable attorney's fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by, or result from (i) any untrue or alleged untrue statement of material fact
contained (A) in any registration statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or (B) in any application or other document or
communication (in this Section 6 collectively called an "application") executed by or on behalf
of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the
"blue sky" or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and
the Company will reimburse such holder and each Indemnitee for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action,
or proceeding; provided, however, that the Company shall not be liable in any such case to any such Person to the extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof), or expense arises out of, is based upon, is caused by, or results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration
statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and
furnished to the Company by such Person expressly for use therein or by such Person's failure to deliver, if such Person is required by law to deliver, a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has furnished such Person with a sufficient number of copies of the same. In connection with any underwritten offering, the
Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of the holders of Registrable Securities. 


        (b)    In
connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the full extent permitted by law, will indemnify and hold
harmless the other holders of Registrable Securities and the Company, and their respective directors, officers, agents, and employees and each other Person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities, together with reasonable costs and expenses (including reasonable attorney's fees), to which such indemnified party may become
subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of,
are based upon, are caused by, or result from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or in any application, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or
supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein; provided,
however, that the obligation to indemnify will be individual, not joint and several, to each holder and will be limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement. 


        (c)    Any
Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party),
and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between 


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such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will
not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim. 



        (d)    The
indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or
consideration provided by such indemnified party. 


        (e)    If
the indemnification provided for in this Section 6 is unavailable to, or is insufficient to hold harmless, an
indemnified party under the provisions above in respect to any losses, claims, damages, or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages, or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the
one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand from the sale of Registrable Securities pursuant to the
registered offering of securities as to which indemnity is sought, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the sellers of Registrable Securities and
any other sellers participating in the registration statement on the other hand in connection with the registration statement on the other in connection with the statement or omissions which resulted
in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable
Securities and any other sellers participating in the registration statement on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the
registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other
hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of
Registrable Securities or other sellers participating in the registration statement and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such
statement or omission. 


        (f)    The
Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this  Section 6 were determined by pro rata allocation (even if the
sellers of Registrable Securities were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 6, no seller of Registrable Securities shall be required to contribute any
amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 



        (g)    The
indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution
which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or
any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities. 



	7.
	Participation in Underwritten Registrations. 




        (a)    No
Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided
in any underwriting arrangements approved by the 


7







 



Person
or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the
managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include
in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of
such underwriting arrangements. 


        (b)    Each
Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the
copies of a supplemented or amended prospectus as contemplated by such Section 4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in
Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice
pursuant to this Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by Section 4(e). 


        8.    Current Public Information. At all times after the Company has filed a registration statement with the Securities and
Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and
the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable
Securities may reasonably request, all to the extent required to enable such holders to sell, without registration, Registrable Securities pursuant to Rule 144 adopted by the Securities and
Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission. 



	9.
	Definitions. 




        "CHS Registrable Securities" means (i) all shares of Common Stock originally issued, directly or indirectly, to CHS,
(ii) all shares of Common Stock issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) above upon exercise, conversion, or exchange or by
way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization, and (iii) all other shares of Common Stock
of the Company held by Persons holding securities described in clauses (i) and (ii) above. As to any particular CHS Registrable Securities, such securities shall cease to be CHS
Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer, or market maker in
compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by any employee
of the Company, and, if such CHS Registrable Securities are purchased or otherwise acquired by any employee of the Company, then such CHS Registrable Securities shall be deemed to be Other Registrable
Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of CHS Registrable Securities, and the CHS Registrable Securities shall be deemed to be in existence, whenever such
Person has the right to acquire directly or indirectly such CHS Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of CHS
Registrable Securities hereunder. 


        "Common Stock" means the Company's common stock, par value $.01 per share. 


        "Other Registrable Securities" means (i) all shares of Common Stock originally issued, directly or indirectly, to any party to this
Agreement other than CHS, (ii) all shares of Common Stock issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) above upon exercise,
conversion, or exchange or by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization, and (iii) any
other shares of Common Stock held by Persons holding securities described in clauses (i) and (ii) above. As to any particular Other Registrable Securities, such securities shall cease to
be Other Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer, or market
maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by CHS,
and, if such Other Registrable Securities are purchased or otherwise acquired by CHS, then such Other Registrable Securities shall be deemed 


8







 



CHS
Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of Other Registrable Securities, and the Other Registrable Securities shall be deemed to be in
existence, whenever such Person has the right to acquire, directly or indirectly, such Other Registrable Securities (upon conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be
entitled to exercise the rights of a holder of Other Registrable Securities hereunder. 


        "Person" means an individual, a partnership, a joint venture, an association, a joint stock company, a corporation, a limited liability
company, a trust (including any beneficiary thereof), an unincorporated organization, and a governmental entity or any department, agency, or political subdivision thereof. 


        "Registrable Securities" means, collectively, the CHS Registrable Securities and the Other Registrable Securities. 


        "Securities Act" means the Securities Act of 1933, as amended, or any similar federal law then in force. 


        "Securities and Exchange Commission" includes any governmental body or agency succeeding to the functions thereof. 



        "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force. 


        "Subsidiary" or "Subsidiaries" means, with respect to any Person, any corporation, limited liability company, partnership, association, or
other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination
thereof, or (ii) if a limited liability company, partnership, association, or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a
majority ownership interest in a limited liability company, partnership, association, or other business entity if such Person or Persons shall be allocated a majority of limited liability company,
partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other
business entity. 


        10.   Company Representations. The Company represents and warrants to each holder of Registrable Securities that this Agreement
constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Company does not and
will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject other than
to the extent that any such conflict, violation or breach which would not individually or in the aggregate have a material adverse effect on the Company's ability to consummate the issuance of the
Registrable Securities and the other transactions contemplated herein. 


        11.   Miscellaneous. 


        (a)    No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to the Company's
securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. 


        (b)    Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with
respect to the Company's securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split,
combination of shares, or other recapitalization). 


        (c)    Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this
Agreement will be effective against the Company or the holders of Registrable Securities unless such modification, amendment or waiver is agreed to in writing by (i) the Company and
(ii) the holders of a majority of the outstanding Registrable Securities; provided, however, that
in the event that such modification, amendment or waiver would adversely affect (such effect to be determined taking into account any other agreements or understandings entered into before or after
such amendment or waiver) a holder or group of 


9







 



holders
of Registrable Securities in a manner materially different than any other holders of Registrable Securities (such holder or group of holders, the "Affected
Holders"), then such modification, amendment or waiver will require the consent of the holders of a majority of the Registrable Securities held by such Affected Holders.
Notwithstanding the foregoing, if an amendment or modification of this Agreement serves merely to add a party hereto, then such amendment or modification will be effective against the Company and the
holders of Registrable Securities if such amendment or modification is approved in writing by the Company, at least a majority of the holders of Registrable Securities, and such new party hereto. The
failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce
each and every provision of this Agreement in accordance with its terms. 



        (d)    Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be construed and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provision had never been contained herein. 


        (e)    Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, those documents expressly referred to
herein, and the other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements, or
representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 


        (f)    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of
the holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of, and enforceable by, any subsequent holder of any Registrable Securities (or of such portion
thereof). 


        (g)    Counterparts. This Agreement may be executed in separate counterparts each of which will be an original and all of which
taken together shall constitute one and the same agreement. 


        (h)    Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under
this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any
Stockholder may in its sole discretion apply to any court of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement. 


        (i)    Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, sent by
first class mail (postage prepaid and return receipt requested), or sent by reputable overnight courier service (charges prepaid) to the Company or sent by facsimile at the address or facsimile number
set forth below and to the other parties at their respective addresses indicated on the Company's records, or at such address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail, and one day after
deposit with a reputable overnight courier service. Notices sent by facsimile will be deemed to have been given when sent and confirmed electronically. The address of the Company is: 




Otis
Spunkmeyer Holdings, Inc.

14490 Catalina Street

San Leandro, California 94577

Facsimile: (510) 352-5680

Attention: John S. Schiavo, Chief Executive Officer;

   

with copies to:

   

Code Hennessy & Simmons LLC





10







 


10
South Wacker Drive, Suite 3175

Chicago, Illinois 60606

Facsimile: (312) 876-3854

Attention: Andrew W. Code and Steve Brown

  

Kirkland & Ellis

200 East Randolph Drive

Chicago, Illinois 60601

Facsimile: (312) 861-2200

Attention: Sanford E. Perl 





        (j)    Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative
rights and obligations of the Company and its stockholders. All other issues and questions concerning the construction, validity, enforcement, and interpretation of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions (whether
of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois. 


        (k)    No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. 


        (l)    Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday,
Sunday or legal holiday in the state in which the Company's chief executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday,
Sunday or legal holiday. 


        (m)    Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a part of this Agreement. 


*
* * * * 


11







 

        IN
WITNESS WHEREOF, the parties hereto have executed this Registration Agreement on the day and year first above written. 



	

 	
 	
OTIS SPUNKMEYER HOLDINGS, INC.
	

 	
 	

By:	
 	

/s/  STEVE BROWN      

	

 	
 	

Name:	
 	

    

	

 	
 	

Its:	
 	

    

	

 	
 	
CODE HENNESSY & SIMMONS IV LP
	

 	
 	

By:	
 	

CHS Management IV LP
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

Code Hennessy & Simmons LLC
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

/s/  ANDREW CODE      

	

 	
 	

Its:	
 	







Signature
Page to Registration Agreement 


12







 


	MINORITY STOCKHOLDERS	 	Spouse (if applicable)
	

/s/  JOHN S. SCHIAVO      
 John S. Schiavo	
 	

    

	

/s/  STEPHEN W. MORLOCK      
 Stephen W. Morlock	
 	

    

	

/s/  ROBERT D. CROSBY      
 Robert D. Crosby	
 	

    

	

/s/  STEPHEN A. RICKS      
 Stephen A. Ricks	
 	

    

	

/s/  AHMAD HAMADE      
 Ahmad Hamade	
 	

    

	

/s/  JAMES ZAKIAN      
 James Zakian	
 	

    

	

/s/  NICHOLAS LOMBARDO      
 Nicholas Lombardo	
 	

    

	

/s/  ZOE MEESON      
 Zoe Meeson	
 	

    

	

/s/  CHARLES P. DAVIS      
 Charles P. Davis	
 	

    

	

/s/  BERNARD J. PATNODE      
 Bernard J. Patnode	
 	

    

	

/s/  TODD STILLWELL      
 Todd Stillwell	
 	

    

	

/s/  RICK WERHEL      
 Rick Werhel	
 	

    






Signature
Page to Registration Agreement 


13







 


	

/s/  KIMBERLY B. RAWLINGS      
 Kimberly B. Rawlings	
 	

    

	

/s/  VERA MARIE RAWLINGS      
 Vera Marie Rawlings (now known as Vera

Marie Deatherage)	
 	

    

	

/s/  MIKE DEFABIO      
 Mike DeFabio	
 	

    

	

/s/  JOHN SEPSIS      
 John Sepsis	
 	

    

	

/s/  BILL GRAY      
 Bill Gray	
 	

    

	

/s/  KEVIN ECKLES      
 Kevin Eckles	
 	

    

	

/s/  STUART BUCHAN      
 Stuart Buchan	
 	

    

	

/s/  ANDY RUZICH      
 Andy Ruzich	
 	

    

	

/s/  JEANINE VIANI      
 Jeanine Viani	
 	

    

	

/s/  DIANE WILD      
 Diane Wild	
 	

    

	

/s/  ROBERT CAUDLE      
 Robert Caudle	
 	

    






Signature
Page to Registration Agreement 


14







 


	
LOGAN J. RAWLINGS IRREVOCABLE TRUST,

by its trustees Donald Erickson and Bill Morgan	
 	

 
	

/s/  DONALD ERICKSON      
 Donald Erickson	
 	

 
	

/s/  BILL MORGAN      
 Bill Morgan	
 	

 
	
LINDSEY H. RAWLINGS IRREVOCABLE TRUST,

by its trustees Donald Erickson and Bill Morgan	
 	

 
	

/s/  DONALD ERICKSON      
 Donald Erickson	
 	

 
	

/s/  BILL MORGAN      
 Bill Morgan	
 	

 
	
THE SCHIAVO FAMILY REVOCABLE TRUST,

by its trustee	
 	

 
	

/s/  JOHN SCHIAVO      
 Name:	
 	

 
	
THE WERHEL TRUST DATED JANUARY 24, 2002,

by its trustee	
 	

 
	

/s/  RICHARD WERHEL      
 Name:	
 	

 
	

/s/  GEORGE DEMARS      
 George DeMars	
 	

    
 Spouse (if applicable)





Signature
Page to Registration Agreement 


15







 


	

 	
 	
CIBC WMC INC.
	

 	
 	

By:	
 	

/s/  WILLIAM PHOENIX      

	 	 	Name:	 	William Phoenix
	 	 	Its:	 	Managing Director
	

 	
 	
GS MEZZANINE PARTNERS II, L.P.
	

 	
 	

By:	
 	

GS Mezzanine Advisors II, L.L.C.
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

/s/  RICHARD FRIEDMAN      

	 	 	Name:	 	    

	 	 	Its:	 	    






Signature
Page to Registration Agreement 


16







 


	

 	
 	
GS MEZZANINE PARTNERS II OFFSHORE, L.P.
	

 	
 	

By:	
 	

GS Mezzanine Advisors II, L.L.C.
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

/s/  RICHARD FRIEDMAN      

	 	 	Name:	 	    

	 	 	Its:	 	    

	

 	
 	
RANDOLPH STREET PARTNERS V
	

 	
 	

By:	
 	

/s/  KEVIN EVANICH      

	 	 	Name:	 	    

	 	 	Its:	 	    

	

 	
 	

/s/  PAIGE WALSH      
PAIGE P. WALSH
	

 	
 	
CHS ASSOCIATES FUND IV, L.P.
	

 	
 	

By:	
 	

Code Hennessey & Simmons LLC
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

/s/  ANDREW CODE      

	 	 	Name:	 	    

	 	 	Its:	 	    

	

 	
 	
STONE STREET FUND 2000, L.P.
	

 	
 	

By:	
 	

Stone Street 2000, L.L.C.
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

/s/  RICHARD FRIEDMAN      

	 	 	Name:	 	Richard Friedman

	 	 	Its:	 	VP






Signature
Page to Registration Agreement 


17







 
EXHIBIT A  


 
 

REGISTRATION AGREEMENT
    
    Joinder    
    


        The undersigned is executing and delivering this Joinder pursuant to the Registration Agreement dated as of August 20, 2002 (as the same may hereafter be
amended, the "Registration Agreement"), among Otis Spunkmeyer Holdings, Inc, a Delaware corporation (the
"Company") and the other person named as parties therein. 


        By
executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration
Agreement as a holder of Other Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Agreement, and the undersigned's
[            ] shares of [Common Stock][Class A Preferred Stock] shall be included as Other Registrable Securities
under the Registration Agreement. 


        Accordingly,
the undersigned has executed and delivered this Joinder as of the     day of            , 200    . 



	

 	
 	

 Signature of Stockholder
	

 	
 	

 Print Name of Stockholder




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