Exhibit 10.3

  
	
   

  
	
  Execution Copy

  



 


SETTLEMENT AND RELEASE AGREEMENT


 


THIS
SETTLEMENT AND RELEASE AGREEMENT, is dated as of January 29, 2008 (this “Agreement”),
by and among NexCen Brands, Inc., a Delaware corporation (“NexCen”),
Great American Cookie Company Franchising, LLC, a Delaware limited liability
company (“GACCF”), Mrs. Fields Famous Brands, LLC, a Delaware
limited liability company (“MFFB”), Mrs. Fields’ Original Cookies, Inc.,
a Delaware corporation (“MFOC”), each of the Franchisees that is a
signatory hereto and listed as an “Accredited Franchisee” on Schedule I hereto
(each an “Accredited Franchisee,” and collectively, the “Accredited
Franchisees”), each of the other Franchisees that is a signatory hereto and
listed as an “Other Franchisee” on Schedule I hereto (each an “Other
Franchisee,” and collectively, the “Other Franchisees,” and
collectively with the Accredited Franchisees, the “Franchisees”), and
each Franchisee Principal that is signatory hereto and listed on Schedule I
hereto (each a “Franchisee Principal,” and collectively, the “Franchisee
Principals”).  Capitalized terms used
in these recitals without definition shall have the meanings set forth in Section 1
below.


 


WHEREAS, each
of the Franchisees, MFOC, Capricorn Investors II, L.P., a Delaware limited
partnership (“Capricorn”), Great American Cookie Company, Inc., a
Delaware corporation (“GACC”), Cookies USA, Inc., a Delaware corporation (“Cookies
USA”), are parties to or eligible under the terms of certain Settlement
Agreement and Releases each dated June 1998 (the “1998 Settlement
Agreements”), pursuant to which the parties thereto agreed to settle
certain claims and make certain undertakings as set forth therein;


 


WHEREAS, MFFB,
NexCen, NexCen Asset Acquisition, LLC, NexCen Fixed Asset Company, LLC, GACCF,
and Great American Manufacturing, LLC, will enter into an Asset Purchase
Agreement dated as of even date herewith (the “Asset Purchase Agreement”),
pursuant to which, inter alia,
GACCF will sell to NexCen or its Affiliates, and NexCen or its Affiliates will
acquire from GACCF, certain assets owned or used by GACCF in the GAC Franchise,
including the GAC Brands (the “Transaction”);


 


NOW,
THEREFORE, in consideration of the representations, warranties, covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.             Definitions.  For the purposes of this Agreement, the
following terms and variations thereof have the meanings specified or referred
to in this Section 1:


 


“Affiliate” of any
Person means any Person which, directly or indirectly controls or is controlled
by that Person, or is under common control with that Person.  For the purposes of this definition, “control”
(including, with correlative meaning, the terms “controlled by” and “under
common control with”), as used with respect to any Person, shall mean the
possession, directly or indirectly of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities or by contract or otherwise.


 


“Brands” means the “Great
American Cookies,” “Great American Chocolate Chip Cookie Company,” “MaggieMoo’s,”
“Marble Slab,” “Pretzel Time,” and “Pretzelmaker,” and all other quick service
restaurant franchising brands owned or in use by NexCen, whether such Brand is
owned or used by NexCen prior to, on or after the Closing Date.


 


“Closing” means the
closing of the acquisition by NexCen or its Affiliates of those assets owned or
used by GACCF in the GAC Franchise described in and pursuant to the Asset
Purchase Agreement.


 


“Closing Date” shall
mean the date on which the Closing occurs.


 

















 


“Contract” means any
contract, license, sublicense, franchise, permit, mortgage, purchase orders,
indenture, loan agreement, note, lease, sublease, agreement, obligation,
commitment, understanding, instrument or other arrangement or any commitment to
enter into any of the foregoing (in each case, whether written or oral).


 


“Franchise”  means the grant by NexCen or its Affiliate to a Franchisee
or Franchisee Principal of the rights to establish and operate a location using
the Brands or outlet thereof including subfranchise agreements, master
development agreements, area representative agreements, area development
agreements, master franchise agreements, development agreements, license
agreements, and any other similar agreements, together with all ancillary
agreements related thereto.


 


“Franchise Agreements”
means any Contract (and any written or oral amendment or modification thereto)
between NexCen or any of its Affiliates and a Franchisee or Franchisee
Principal, as the case may be, pertaining to and evidencing the grant of a
Franchise.


 


“Franchise Credit”
has the meaning set forth in Section 4(c).


 


“Franchisee Account”
means the account designated by each Franchisee at least three (3) Business
Days prior to the Closing Date.


 


“GAC Brands” means
the “Great American Cookies” and “Great American Chocolate Chip Cookie Company”
brands.


 


“GACC Association”
means the Association of GACC Franchisees, Inc.


 


“GAC Franchise Agreement”
means any Contract (and written or oral amendment or modification thereto)
between GACCF or NexCen or their respective Affiliate, as a party and as the
case may be, and a Franchisee or Franchise Principal, as a counter-party and as
the case may be, pertaining to and evidencing the grant of a GAC Franchise.


 


“GAC Franchise” means
the grant by GACCF or NexCen or their respective Affiliate, as applicable, to a
franchisee of the rights to establish and operate a location using the GAC
Brands or outlet thereof including subfranchise agreements, master development
agreements, area representative agreements, area development agreements, master
franchise agreements, development agreements, license agreements, and any other
similar agreements, together with all ancillary agreements related thereto.


 


“Increased Royalty
Payment” has the meaning set forth in Section 6.


 


“Initial Franchise Fees”
means, in the aggregate, the nonrecurring initial franchise fees payable
pursuant to any Franchise Agreements.


 


“Marks” has the
meaning set forth in Section 5(d).


 


“New Franchise Agreement”
means any Franchise Agreement entered into after the date hereof between NexCen
or its Affiliate and a Franchisee, Franchisee Principal or its designee to open
a new Franchise location.


 


“Payment Date” has
the meaning set forth in Section 6.


 


2

















 


“Person” means an
individual, partnership, corporation, business trust, limited liability
company, limited liability partnership, joint stock company, trust,
unincorporated association, joint venture or other entity or a government
authority.


 


“Products” has the
meaning set forth in Section 5(d).


 


“Pro Rata Share”
means, for each Franchisee, the cash amount or number of Warrants, as
applicable, set forth opposite such Franchisee’s name on Schedule I hereto.


 


“Purchaser Representative”
has the meaning set forth in Rule 501(h) of Regulation D
promulgated under the Securities Act.


 


“Release Consideration”  has the meaning set forth in Section 4.


 


“Royalty Payment” for
each Franchisee, means the amount set forth next to such Franchisee’s name on
Schedule I hereto.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended and in effect from time to
time.


 


“Tag-Along Rights”
means the rights of each Franchisee under Section 2 of the 1998 Settlement
Agreements.


 


“Undertakings” has
the meaning set forth in Section 5.


 


“Warrant” means a Stock
Purchase Warrant substantially in the form attached hereto as Exhibit A.


 


2.             Acquisition of Tag-Along Rights.  Immediately prior to and subject to the
completion of the Closing, in connection with the Transaction pursuant to the
Asset Purchase Agreement, MFFB will acquire from each Franchisee, and each
Franchisee will transfer to MFFB, all of such Franchisee’s Tag-Along Rights
(the “Acquired Tag-Along Rights”). 
MFFB shall immediately, upon and subject to the Closing, convey all of
the Acquired Tag-Along Rights to NexCen. 
NexCen will then terminate such Acquired Tag-Along Rights and such
rights will no longer be of any force and effect.


 


3.             Release.


 


(a)           (i) In addition to the
acquisition of the Acquired Tag-Along Rights pursuant to Section 2 of this
Agreement and subject to the Closing occurring, and in consideration of the
Undertakings and payment of the Release Consideration, each Franchisee and each
Franchisee Principal, on behalf of themselves, any predecessor or other past,
current or future direct or indirect investors in or directors, officers and
employees of the Franchisee and each such person’s successors and assigns
(collectively with each Franchisee and the Franchisee Principal, the “Releasor
Group”) hereby agrees, upon the Closing, to release any and all rights,
causes and actions, whether or not known or anticipated, that any member of the
Releasor Group may have, directly or indirectly, against NexCen, Mrs. Fields,
Capricorn, Cookies USA, or GACC and any of their respective past, current or
future direct or indirect investors, lenders, affiliates, directors, officers
or employees or any such person’s successors and assigns (collectively, the “Releasees”)
arising out of or otherwise relating to, directly or indirectly, the 1998
Settlement Agreements, including but not limited to any rights that may be
associated with the Tag-Along Rights that are not otherwise acquired by MFFB
pursuant to Section 2 of this Agreement. 
Each member of the Releasor Group further agrees and acknowledges that,
upon the Closing, the 1998 Settlement Agreements will terminate and be of no
further force and effect and any and all rights of the Releasor Group
thereunder shall be extinguished; and


 


3

















 


(ii) In
consideration of the various undertakings reflected in this Agreement, the GACC
Association, on the one hand, and, on the other hand, NexCen, GAACF, MFFB,
MFOC, each Franchisee and Franchisee Principal, and in respect to all such
parties and each of their respective affiliates, successors and assigns, each
of their respective officers, directors, agents, employees and members, do
hereby release and forever discharge any and all rights, claims, causes and
actions, whether or not known or anticipated, which any of them has or may
have, directly or indirectly, against any or all of the rest of them, as of the
Closing Date, arising out of, relating to, or in connection with any matter,
undertaking or transaction described in this Agreement.


 


(b)           The members of the Releasor Group
understand and agree that this Section 3 is a full and final release
applicable to all unknown and unanticipated claims, as well as those known or
disclosed, and in consideration of and as an inducement for the Undertakings
and payment of the Release Consideration, the members of the Releasor Group
hereby expressly waive all rights or benefits which they now have or may in the
future have against any of the Releasees under the provisions of Section 1542
of the California Civil Code, which section provides that “a general release
does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known to him must
have materially affected his settlement with the debtor”, or of provisions of
similar import under the laws of other jurisdictions.


 


4.             Release Consideration.  As consideration for the acquisition of the
Acquired Tag-Along Rights pursuant to Section 2 of this Agreement and the
release provided in Section 3 and subject to the Closing occurring, each
of MFFB or NexCen, as applicable, shall pay each Franchisee the amounts set
forth below (the “Release Consideration”):


 


(a)           Within three (3) Business Days
following the Closing Date, MFFB shall pay to each Franchisee, by wire transfer
of immediately available funds to each applicable Franchisee Account, such
Franchisee’s Pro Rata Share of Six Million Seven Hundred Thousand Dollars
($6,700,000);


 


(b)           Within five (5) Business Days
following the Closing Date, NexCen shall deliver to each Franchisee a Warrant
representing such Franchisee’s Pro Rata Share of Three Hundred Thousand
(300,000) shares of NexCen common stock; provided, that NexCen shall not
be obligated to issue any Warrant to any Person who has not completed an
accredited investor questionnaire; and


 


(c)           Following the Closing Date, NexCen
shall credit each Franchisee who elects to enter into a New Franchise Agreement
with NexCen its Pro Rata Share of One Million Dollars ($1,000,000) towards any
Initial Franchise Fees payable under such New Franchise Agreement, on one or
more New Franchise Agreements, until such Pro Rata Share is exhausted (“Franchise
Credit”), which, if permitted by applicable law, Franchise Credit may be
transferred by such Franchisee, subject to NexCen’s prior written approval,
which shall not be unreasonably refused, conditioned, or delayed if such
transferee meets NexCen’s franchisee criteria applicable to such Franchise; provided,
however, that the Franchise Credit shall not reduce the Initial
Franchise Fee payable under any New Franchise Agreement to less than One
Thousand Dollars ($1,000); provided, further, that the Franchise
Credits shall expire, if not otherwise used, on the two (2) year
anniversary of the Closing Date.


 


5.             NexCen Undertakings.  NexCen hereby agrees, subject to and
following the Closing Date, for the benefit of each Franchisee as follows (each
an “Undertaking,” and collectively, the “Undertakings”):


 


(a)           NexCen will agree to maintain product
and development support and marketing expenses for the Products consistent with
the average level of expenditure in calendar years 2001, 2002, 2003, 2004 and
2005.  Notwithstanding the foregoing, if
marketing fund contributions are lower than average


 


4

















 


expenditures
in calendar years 2001, 2002, 2003, 2004 and 2005, and/or the total
number of GACCF units decrease, then marketing expenditures may be adjusted
proportionately.


 


(b)           NexCen will provide the GACC
Association (1) timely notice of any material change proposed by NexCen or
its Affiliates to the GAC Franchise Agreement and (2) the opportunity to
consult with NexCen or its Affiliates, as applicable, regarding such
change.  NexCen or its Affiliate, as
applicable, will consider, in good faith, all comments made by the GACC
Association regarding proposed changes to the GAC Franchise Agreement.


 


(c)           Provided that the GACC Association
continues to represent a majority of the GAC Brands’ franchise stores and its
board of directors is elected through democratic procedures, NexCen or its
Affiliates, as applicable, will (1) recognize the GACC Association, and (2) provide
the GACC Association with notice of all material matters directly affecting the
GAC Franchise and the opportunity to consult with NexCen regarding such
matters.  NexCen will consider, in good
faith, all comments made by the GACC Association regarding such matters.


 


(d)           The parties’ shared intent is to
preserve the “Great American” brand and system as a discrete and competitive
system, whether as stand-alone “Great American” outlets or as co-branded
outlets with one or more other brands approved by NexCen.  Therefore, NexCen or its Affiliate, as
applicable, agrees to maintain the primary GACC products (the “Products”)
and primary marks and designs associated with the GAC Brands (the “Marks”)
for three (3) years following the Closing (the “Brand Maintenance
Period”).  After the Brand
Maintenance Period, NexCen or its Affiliate, as applicable, agrees to maintain
the Products and Marks, unless NexCen or its Affiliate, as applicable, (i) determines
in good faith that changes to the Products and/or the Marks are necessary in
order to satisfy then-current market demands; (ii) proposes to sell or
otherwise transfer, in a single transaction or series of transactions, to an
unaffiliated party all, or substantially all, of the rights related to the GAC
Franchise, including the Products and/or Marks; or (iii) obtains the
approval of any changes to the Products and/or Marks from either (A) the
GACC Association or (B) the owners of a majority of franchised Great
American Cookie outlets; provided, that NexCen and the GACC Association
agree to meet and discuss in good faith any proposed change to the Products
and/or the Marks as set forth in Section 5(d)(i) or Section 5(d)(iii) above;
provided, further, that, after the Brand Maintenance Period,
NexCen or its Affiliate, as applicable, will use their good faith efforts to
provide the GACC Association with ninety (90) days notice prior to any change
to the Products and/or Marks. 
Notwithstanding anything to the contrary, NexCen agrees to meet in good
faith with the Executive Committee of the GACC Association to discuss any
disposition of the GAC Franchise pursuant to Section 5(d)(ii) above; provided,
that each member of the Executive Committee of the GACC Association enter into
a non-disclosure agreement reasonably satisfactory to NexCen prior to any
meetings; provided, further, that NexCen shall not be required to
meet with the Executive Committee of the GACC Association if NexCen is advised
by counsel that such meeting would breach any obligation or applicable law or
other directive to which NexCen is subject.


 


(e)           The
profit margin for the batter facility that will be provided to each Franchisee
by NexCen or its Affiliates for use in the GAC Franchise will remain at forty
percent (40%) or less for the two (2) years following the Closing.  For purposes of the foregoing, it is agreed
that costs taken into account shall consist of only ingredients, utilities,
labor and other direct or indirect costs. 
The compliance of NexCen or its Affiliates, as applicable, with this Section 5(e) will
be subject to verification, upon at least sixty (60) days prior written request
by the GACC Association, by NexCen’s independent auditors in connection with
their annual audit of NexCen’s financial statements.


 


(f)            Notwithstanding anything set forth
in Section 9 of the Warrant, the Company shall use its reasonable good
faith efforts to effect the registration of the Warrant Shares (as defined in
the Warrant)


 


5

















 


on the
Registration Statement on Form S-3 that will be filed in connection with
certain shares of NexCen being offered to the sellers under the Asset Purchase
Agreement.


 


6.             Franchisee Undertakings.  Notwithstanding anything set forth in any GAC
Franchise Agreement, each Franchisee agrees that on the tenth day of each month
following the Closing Date (each a “Payment Date”) until the sixtieth
(60th) month following the Closing Date, each Franchisee shall pay
to NexCen or its Affiliates, an increased royalty payment under each GAC
Franchise Agreement (each, an “Increased Royalty Payment”).  The Increased Royalty Payment shall be
payable by each Franchisee on each Payment Date, by electronic funds transfer
which will be drafted by NexCen along with the monthly royalty fee then due,
and the amount due from each Franchisee on each Payment Date shall equal
one-sixtieth (1/60) of such Franchisee’s Royalty Payment received by such
Franchisee.  Notwithstanding anything to
the contrary set forth herein or in any GAC Franchise Agreement, if a
Franchisee ceases to be a party to a GAC Franchise Agreement in effect as of
the date hereof, such Franchisee shall immediately pay NexCen an amount equal
to the difference between (x) such Franchisee’s Royalty Payment in respect
to such GAC Franchise Agreement minus (y) any
Increased Royalty Payments previously made by such Franchisee under this Section 6
in respect to such GAC Franchise Agreement.


 


7.             Franchisee Representations and
Warranties.


 


(a)           Each Franchisee and each Franchisee
Principal hereby represents and warrants that (i) this Agreement has been
approved by all necessary action required to make it a valid and binding
obligation of such Franchisee, such Franchisee Principal and all the other
members of the Releasor Group, as the case may be, (ii) this Agreement is
the valid, binding and legal obligation of such Franchisee, such Franchisee
Principal and all other members of the Releasor Group, as the case may be, (iii) such
Franchisee or Franchisee Principal, as the case may be, is acquiring the
Warrants solely for its own account for investment purposes and not with a view
to the distribution thereof.


 


(b)           Each Franchisee, either alone or
together with its respective Purchaser Representative, has received certain
information, including but not limited to the Settlement and Release Disclosure
Package and Memorandum dated December 13, 2007, concerning NexCen and has
had the opportunity to obtain additional information and ask any questions it
has desired in order to evaluate the merits and risks inherent in receiving the
Warrants.


 


(c)           No Franchisee was offered or sold the
Warrants directly or indirectly, by means of any form of general advertising or
general solicitation, including, but not limited to (i) any advertisement,
article, notice, or other communication published in a newspaper, magazine, or
similar medium of communication or broadcast over television or radio; or (ii) to
the knowledge of such Franchisee, any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.


 


(d)           Each Franchisee (i) can bear the
economic risk of the investment in the Warrants, including the total loss of
such Franchisee’s investment; (ii) has such knowledge and experience in
business and financial matters as to be capable of evaluating the merits and
risks of an investment in the Warrants; and (iii) understands the
non-liquid nature of an investment in the Warrants.  Each Franchisee acknowledges and understands
that the Warrants are a speculative investment that involve a high degree of
risk and there can be no guarantee of the amount or type of profit, if any, to
be realized as a result of an investment in the Warrants.


 


(e)           Each Franchisee acknowledges that
NexCen is relying on exemptions from the registration requirements of the
Securities Act and afforded by applicable state statutes and regulations.  Each Franchisee understands that the Warrants
will not be registered under the Securities Act or the securities laws of any
state and are subject to restrictions on transfer.


 


6

















 


(f)            No Franchisee that is a corporation,
partnership or other entity was organized for the specific purpose of acquiring
the Warrants.


 


(g)           Each Accredited Franchisee represents
and warrants that it is an “accredited investor,” as defined in Regulation D
promulgated under the Securities Act.


 


8.             Purchaser Representative.  Each Other Franchisee hereby represents and
warrants that it has irrevocably designated and appointed the person set forth
opposite such Other Franchisee’s name on Schedule II hereto as its Purchaser
Representative.  Each Other Franchisee
intends to rely on its respective Purchaser Representative to assist the
undersigned in evaluating the risks and merits of an investment in the
Warrants.


 


9.             Miscellaneous.  This Agreement may be executed in one or more
counterparts, may not be changed orally and is made and shall be governed by
and construed in all respects in accordance with the laws of the State of
Delaware, without regard to the principles of conflicts of laws thereof which
might refer such interpretation to the laws of a different state or
jurisdiction.  This Agreement benefits
and binds the parties hereto and, subject to Section 4, their respective
successors and assigns.  Notices
hereunder shall be in writing and addressed to the address indicated below or
to such other address as the intended recipient has specified in writing, and
(assuming actual receipt) are deemed given when delivered in person, one
business day after being sent by telecopier or by overnight express mail
service, or four (4) Business Days after being sent by mail.  All disputes arising in connection with the
interpretation, performance and enforcement of this Agreement shall be resolved
through binding arbitration under the Federal Arbitration Act and conducted by
the American Arbitration Association under its rules for commercial
arbitration, provided that the arbitrator may award reasonable fees and costs
to the prevailing party.  Arbitration
shall take place in the state where the respondent’s principal place of
business is located.  Except as expressly
provided herein to the contrary, each GAC Franchise Agreement shall remain in
full force and effect in accordance with and subject to its respective terms
and conditions.  Nothing in this
Settlement and Release Agreement alters the terms or status of any agreement of
any Great American franchisee who is not party to this Agreement.  The GACC Association is an intended third
party beneficiary of Section 5 of this Agreement.


 


7

















 


IN WITNESS
WHEREOF, the parties have duly executed this Agreement as of the date first
above written.


 


	
   

  	
  NEXCEN
  BRANDS, INC.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  D’Loren

  	
   

  
	
   

  	
   

  	
  Name:  Robert
  D’Loren

  
	
   

  	
   

  	
  Title:    President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT
  AMERICAN COOKIE COMPANY

  FRANCHISING, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Ward

  	
   

  
	
   

  	
   

  	
  Name:  Michael
  Ward

  
	
   

  	
   

  	
  Title:    Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MRS.
  FIELDS FAMOUS BRANDS, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Ward

  	
   

  
	
   

  	
   

  	
  Name:  Michael
  Ward

  
	
   

  	
   

  	
  Title:    Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MRS.
  FIELDS’ ORIGINAL COOKIES, INC.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Ward

  	
   

  
	
   

  	
   

  	
  Name:  Michael
  Ward

  
	
   

  	
   

  	
  Title:    Executive
  Vice President

  
						



 

















 


	
   

  	
  BATCHES
  OF COOKIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery
  Bryan

  	
   

  
	
   

  	
   

  	
  Name:  Jeffery
  Bryan

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  D&J
  ALL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  Allen

  	
   

  
	
   

  	
   

  	
  Name:  Richard
  Allen

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  DPD
  COOKIES OF ORLANDO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Duvall

  	
   

  
	
   

  	
   

  	
  Name:  David
  P. Duvall

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  WOLFTEAM
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean
  Faulk

  	
   

  
	
   

  	
   

  	
  Name:  Sean
  Faulk

  
	
   

  	
   

  	
  Title:    Owner

  



 

















 


	
   

  	
  GILREATH
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott
  Gilreath

  	
   

  
	
   

  	
   

  	
  Name:  Scott
  Gilreath

  
	
   

  	
   

  	
  Title:    Owner/President

  



 

















 


	
   

  	
  HALLIE
  COOKIE CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  Mulliniks

  	
   

  
	
   

  	
   

  	
  Name:  Robert
  Mulliniks

  
	
   

  	
   

  	
  Title:    V.P.

  



 

















 


	
   

  	
  JERMAN
  COOKIE CO., LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.L.
  Jerman II

  	
   

  
	
   

  	
   

  	
  Name:  J.L.
  Jerman II

  
	
   

  	
   

  	
  Title:    CEO

  



 

















 


	
   

  	
  J-TEAM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Craig
  Jones

  	
   

  
	
   

  	
   

  	
  Name:  D.
  Craig Jones

  
	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathy R.
  Jones

  	
   

  
	
   

  	
   

  	
  Name:  Kathy
  R. Jones

  
	
   

  	
   

  	
  Title:    Partner

  



 
















 


	
   

  	
  J-TEAM
  AND RUPPS (GENERAL

  PARTNERSHIP)

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ D. Craig
  Jones

  	
   

  
	
   

  	
   

  	
  Name:  D.
  Craig Jones

  
	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathy R.
  Jones

  	
   

  
	
   

  	
   

  	
  Name:  Kathy
  R. Jones

  
	
   

  	
   

  	
  Title:    Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chad A.
  Rupp

  	
   

  
	
   

  	
   

  	
  Name:  Chad
  A. Rupp

  
	
   

  	
   

  	
  Title:    Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy J.
  Rupp

  	
   

  
	
   

  	
   

  	
  Name:  Amy
  J. Rupp

  
	
   

  	
   

  	
  Title:    Partner

  



 

















 


	
   

  	
  /s/ Ken
  Miller

  	
   

  
	
   

  	
  KEN MILLER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nancy
  Miller

  	
   

  
	
   

  	
  NANCY MILLER

  



 

















 


	
   

  	
  THE
  COOKIE PLACE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff
  Pizitz

  	
   

  
	
   

  	
   

  	
  Name:  Jeff
  Pizitz

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  TEXAS
  STAR COOKIE CO LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Wayne Woods

  	
   

  
	
   

  	
   

  	
  Name:  Texas
  Star Cookie Co. LLC

  
	
   

  	
   

  	
  Title:    Owner/Franchisee

  
					



 

















 


	
   

  	
  GARMON
  ENTERPRISES II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Paul A.
  Montalvo Jr.

  	
   

  
	
   

  	
   

  	
  Name:  Paul
  A. Montalvo Jr.

  
	
   

  	
   

  	
  Title:    President

  
					



 

















 


	
   

  	
  COOKIE
  BAKER PARTNERS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herbert
  W. Perlich

  	
   

  
	
   

  	
   

  	
  Name:  Herbert
  W. Perlich

  
	
   

  	
   

  	
  Title:    Franchisees

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barbara
  A. Perlich

  	
   

  
	
   

  	
   

  	
  Name:  Barbara
  A. Perlich

  
	
   

  	
   

  	
  Title:    Franchisees

  



 

















 


	
   

  	
  SAC
  ENTREPRENEURS PARTNERS LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Selden

  	
   

  
	
   

  	
   

  	
  Name:  Brian
  Selden

  
	
   

  	
   

  	
  Title:    General
  Partner

  



 

















 


	
   

  	
  DOUGH ROLLERS TOO, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy
  Roy

  	
   

  
	
   

  	
   

  	
  Name:  Jeremy
  Roy

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  DOUGH ROLLERS, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Selden

  	
   

  
	
   

  	
   

  	
  Name:  Brian
  Selden

  
	
   

  	
   

  	
  Title:    General
  Partner

  



 

















 


	
   

  	
  BATTER UP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Selden

  	
   

  
	
   

  	
   

  	
  Name:  Brian
  Selden

  
	
   

  	
   

  	
  Title:    V.P.

  



 

















 


	
   

  	
  ROLLING
  IN DOUGH COOKIE CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Katherine Shell

  	
   

  
	
   

  	
   

  	
  Name:  Katherine
  Shell

  
	
   

  	
   

  	
  Title:    Vice
  President

  



 

















 


	
   

  	
  HEM
  CHELA CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bachu
  Solanki

  	
   

  
	
   

  	
   

  	
  Name:  Bachu
  Salanki

  
	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geeta
  Solanki

  	
   

  
	
   

  	
   

  	
  Name:  Geeta
  Salanki

  
	
   

  	
   

  	
  Title:    V.P.

  



 

















 


	
   

  	
  MUBARAK
  INVESTMENTS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sonney
  Daharani

  	
   

  
	
   

  	
   

  	
  Name:  S.
  Daharani

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  BARAKAH,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sonney
  Daharani

  	
   

  
	
   

  	
   

  	
  Name:  S.
  Daharani

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  CACTUS
  COOKIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  J. Solomon

  	
   

  
	
   

  	
   

  	
  Name:  Michael
  J. Solomon

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  WILLS
  COOKIE STORES LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. M.
  Wills

  	
   

  
	
   

  	
   

  	
  Name:  J.
  M. Wills

  
	
   

  	
   

  	
  Title:    President

  



 

















 


	
   

  	
  COOKIE
  ASSOCIATES, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Doc &
  Associates, Ltd., its General Partner

  
	
   

  	
   

  
	
   

  	
  By: LJC
  Management, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence
  J. Cohen

  	
   

  
	
   

  	
   

  	
  Name:  Lawrence
  J. Cohen

  
	
   

  	
   

  	
  Title:    President

  
					



 
















 


SCHEDULE I


TO SETTLEMENT AND RELEASE
AGREEMENT


 


ACCREDITED FRANCHISEES, FRANCHISEE
PRINCIPALS AND PRO RATA SHARE


 


	
  Franchisees

  	
   

  	
  Franchisee

  Principals

  	
   

  	
  Addresses

  	
   

  	
  Cash

  	
   

  	
  Warrants

  	
   

  	
  Franchise

  Credit

  	
   

  	
  Royalty

  Payment

  	
   

  
	
  Gilreath Enterprises, Inc.

  	
   

  	
  Scott Gilreath

  	
   

  	
  7132 Wynlakes Blvd. Montgomery, AL 36117

  	
   

  	
  $

  	
  403,587.95

  	
   

  	
  18,071

  	
   

  	
  $

  	
  60,237.01

  	
   

  	
  $

  	
  102,402.91

  	
   

  
	
  Hallie Cookie Co.,

  Inc.

  	
   

  	
  Parks Hicks

  Robert Mulliniks

  	
   

  	
  2121 Kensington Gates Drive

  Kennesaw, GA 30152

  	
   

  	
  $

  	
  538,472.89

  	
   

  	
  24,111

  	
   

  	
  $

  	
  80,369.09

  	
   

  	
  $

  	
  136,627.45

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Larry Wilburn

  	
   

  	
  1623 Kidd Road Jonesboro, GA 30236

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jerman Cookie Co.,

  LP

  	
   

  	
  Jay Jerman

  	
   

  	
  100 Crossbrook Trail Chelsea, AL 35043

  	
   

  	
  $

  	
  1,061,956.01

  	
   

  	
  47,550

  	
   

  	
  $

  	
  158,500.90

  	
   

  	
  $

  	
  269,451.52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John Jerman

  	
   

  	
  4505 Mill Pond Court Colleyville, TX 76034

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Franchisees

  	
   

  	
  Franchisee

  Principals

  	
   

  	
  Addresses

  	
   

  	
  Cash

  	
   

  	
  Warrants

  	
   

  	
  Franchise

  Credit

  	
   

  	
  Royalty

  Payment

  	
   

  
	
  The Cookie
  Place, Inc.

  	
   

  	
  Merritt Pizitz Michael Pizitz Richard Pizitz

  	
   

  	
  2140 11th Avenue South Suite 200

  Birmingham, AL 35205

  	
   

  	
  $

  	
  249,042.92

  	
   

  	
  11,151

  	
   

  	
  $

  	
  37,170.59

  	
   

  	
  $

  	
  63,189.99

  	
   

  
	
  Texas Star Cookie Co LLC

  	
   

  	
  Walter Wayne and Deborah Woods

  	
   

  	
  1323 E. Spring Valley Road 

  Richardson, TX 75081

  	
   

  	
  $

  	
  59,185.77

  	
   

  	
  2,650

  	
   

  	
  $

  	
  8,833.70

  	
   

  	
  $

  	
  15,017.28

  	
   

  
	
  Cookie Baker Partners, LP

  	
   

  	
  Herb and Barbara Perlich

  	
   

  	
  8206 Knurled Oak Lane Spring, TX 77379

  	
   

  	
  $

  	
  381,796.42

  	
   

  	
  17,095

  	
   

  	
  $

  	
  56,984.54

  	
   

  	
  $

  	
  96,873.72

  	
   

  
	
  Wills Cookie Stores Ltd.

  	
   

  	
  Jim and Barbara Wills

  	
   

  	
  7615 Yaupon Drive

  Austin, TX 78759-6411

  	
   

  	
  $

  	
  265,504.01

  	
   

  	
  11,888

  	
   

  	
  $

  	
  39,627.46

  	
   

  	
  $

  	
  67,366.69

  	
   

  
	
  Cactus
  Cookies, Inc.

  	
   

  	
  Michael Solomon

  	
   

  	
  7400 Las Vegas Blvd S,

  Suite FC-19

  Las Vegas, NV 89123

  	
   

  	
  $

  	
  364,569.64

  	
   

  	
  16,324

  	
   

  	
  $

  	
  54,413.38

  	
   

  	
  $

  	
  92,502.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Allan B. and Shirley F. Solomon

  	
   

  	
  2200 Corporate Blvd. NW

  Suite 310

  Boca Raton, FL 33431

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mubarak Investments Corp.

  	
   

  	
  Sonny Dharani

  	
   

  	
  535 Gavenwood Drive

  Lawrenceville, GA 30044

  	
   

  	
  $

  	
  56,549.52

  	
   

  	
  2,532

  	
   

  	
  $

  	
  8,440.23

  	
   

  	
  $

  	
  14,348.39

  	
   

  
	
  Barakah Inc.

  	
   

  	
  Sonny Dharani

  	
   

  	
  535 Gavenwood Drive

  Lawrenceville, GA 30044

  	
   

  	
  $

  	
  56,549.51

  	
   

  	
  2,532

  	
   

  	
  $

  	
  8,440.22

  	
   

  	
  $

  	
  14,348.38

  	
   

  
	
  Garmon Enterprises II, Inc.

  	
   

  	
  Raul and Sylvia Montalvo

  	
   

  	
  1601 Spicewood Drive

  Weslaco, TX 78596

  	
   

  	
  $

  	
  62,716.62

  	
   

  	
  2,808

  	
   

  	
  $

  	
  9,360.69

  	
   

  	
  $

  	
  15,913.17

  	
   

  
	
  Wolfteam LLC

  	
   

  	
  Sean and Kecia Falk

  	
   

  	
  452 Ruff Drive Monroe, MI 48162

  	
   

  	
  $

  	
  97,074.88

  	
   

  	
  4,347

  	
   

  	
  $

  	
  14,488.79

  	
   

  	
  $

  	
  24,630.94

  	
   

  
	
  Cookie Associates, Ltd.

  	
   

  	
  Doc & Associates, Ltd.

  	
   

  	
  LJC Management, Inc.

  % Lawrence J. Cohen

  1431 Graham Drive

  Suite 218

  Tomball, TX 77375

  	
   

  	
  $

  	
  1,268,314.65

  	
   

  	
  56,791

  	
   

  	
  $

  	
  189,300.69

  	
   

  	
  $

  	
  321,811.18

  	
   

  



 


35

















 


	
  Franchisees

  	
   

  	
  Franchisee

  Principals

  	
   

  	
  Addresses

  	
   

  	
  Cash

  	
   

  	
  Warrants

  	
   

  	
  Franchise

  Credit

  	
   

  	
  Royalty

  Payment

  	
   

  
	
   

  	
   

  	
  Rick K. and Heidi L. Strauss

  	
   

  	
  2800 Bradway Street Bloomfield Hills, MI 48301

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DRE, Inc.

  	
   

  	
  % Dennis Egide

  800 S. Milwaukee Avenue

  Suite 170 Libertyville, IL 60048-3255

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marvin S. and Sandra M. Rosen

  	
   

  	
  222 Lakeview Avenue

  Suite 800 West Palm Beach, FL 33401

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Paul Mapes

  	
   

  	
  2408 Northeast 27th Avenue

  Ft. Lauderdale, FL 33305

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Merida Associates, Inc.

  	
   

  	
  % Arthur Meyer

  1601 Belvedere Road

  Suite 407 South West Palm Beach, FL 33406

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WAM Management, Inc.

  	
   

  	
  % William Meyer Profit Sharing Trust 1601 Belvedere
  Road

  Suite 407 South West Palm Beach, FL 33406

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mariner LLC

  	
   

  	
  % Thomas C. Strauss

  222 Lakeview Avenue Suite 800 West Palm Beach, FL 33401

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


36

















 


	
  Franchisees

  	
   

  	
  Franchisee

  Principals

  	
   

  	
  Addresses

  	
   

  	
  Cash

  	
   

  	
  Warrants

  	
   

  	
  Franchise

  Credit

  	
   

  	
  Royalty

  Payment

  	
   

  
	
   

  	
   

  	
  Houston Cookies LLC

  	
   

  	
  % Marvin Rosen

  222 Lakeview Avenue

  Suite 800

  West Palm Beach, FL 33401

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASAT Partners LLC

  	
   

  	
  % Gail Meyer

  1601 Belvedere Road, Suite 407 South West Palm Beach, FL 33406

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jerome Mouton

  	
   

  	
  12506 Leyton Court Tomball, TX 77375

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAC Entrepreneurs Partners Ltd.

  	
   

  	
  SACEP Management LLC

  	
   

  	
  % Bryan Selden 2020 Stonegate Blvd. Tyler, TX 75703

  	
   

  	
  $

  	
  228,721.21

  	
   

  	
  10,241

  	
   

  	
  $

  	
  34,137.49

  	
   

  	
  $

  	
  58,033.74

  	
   

  
	
  Dough Rollers Too, LLC

  	
   

  	
  Bryan Selden

  	
   

  	
  2020 Stonegate Blvd. Tyler, TX 75703

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jeremy Roy

  	
   

  	
  18055 Crescent Royale Way

  Humble, TX 77346

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dough Rollers,
  Ltd.

  	
   

  	
  SACEP Management LLC

  	
   

  	
  % Bryan Selden

  2020 Stonegate Blvd. Tyler, TX 75703

  	
   

  	
  $

  	
  693,884.18

  	
   

  	
  31,070

  	
   

  	
  $

  	
  103,564.80

  	
   

  	
  $

  	
  176,060.16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jeremy Roy

  	
   

  	
  18055 Crescent Royale Way Humble, TX 77346

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  George Pekema

  	
   

  	
  2119 LaMonte Lane Houston, TX 77018

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hem Chela Corp.

  	
   

  	
  Bachu and Geeta Solanki

  	
   

  	
  146 Marion Place Steubenville, OH 43953

  	
   

  	
  $

  	
  63,569.01

  	
   

  	
  2,846

  	
   

  	
  $

  	
  9,487.91

  	
   

  	
  $

  	
  16,129.45

  	
   

  



 


37

















 


OTHER FRANCHISEES,
FRANCHISEE PRINCIPALS AND PRO RATA SHARE


 


	
  Franchisees

  	
   

  	
  Franchisee

  Principals

  	
   

  	
  Addresses

  	
   

  	
  Cash

  	
   

  	
  Warrants

  	
   

  	
  Franchise

  Credit

  	
   

  	
  Royalty

  Payment

  	
   

  
	
  Batches of Cookies, Inc.

  	
   

  	
  Jeffrey Bryan

  	
   

  	
  3650 Cathedral Cove Road

  Jacksonville, FL 32217

  	
   

  	
  $

  	
  54,821.91

  	
   

  	
  2,455

  	
   

  	
  $

  	
  8,182.37

  	
   

  	
  $

  	
  13,910.04

  	
   

  
	
  D&J All Corporation

  	
   

  	
  Richard and Dianna Allen

  	
   

  	
  67 Dalrymple Avenue Pine City, NY 14871

  	
   

  	
  $

  	
  55,833.30

  	
   

  	
  2,500

  	
   

  	
  $

  	
  8,333.33

  	
   

  	
  $

  	
  14,166.66

  	
   

  
	
  DPD Cookies of Orlando, Inc.

  	
   

  	
  David Duvall Robert Duvall

  	
   

  	
  225 Tomoka Trail Longwood, FL 32779

  	
   

  	
  $

  	
  42,859.97

  	
   

  	
  1,919

  	
   

  	
  $

  	
  6,397.01

  	
   

  	
  $

  	
  10,874.92

  	
   

  
	
  J-Team, Inc.

  	
   

  	
  Craig and Kathy Jones

  	
   

  	
  7213 Eaglestone Court Liberty Township, OH 45044

  	
   

  	
  $

  	
  49,238.49

  	
   

  	
  2,205

  	
   

  	
  $

  	
  7,349.03

  	
   

  	
  $

  	
  12,493.35

  	
   

  
	
  J-Team and Rupps (General Partnership)

  	
   

  	
  Craig and Kathy Jones

  	
   

  	
  7213 Eaglestone Court Liberty Township, OH 45044

  	
   

  	
  $

  	
  336,945.71

  	
   

  	
  15,087

  	
   

  	
  $

  	
  50,290.40

  	
   

  	
  $

  	
  85,493.69

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chad and Amy Rupp

  	
   

  	
  7279 Eaglestone Court Liberty Township, OH 45044

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ken and Nancy Miller

  	
   

  	
  Ken and Nancy Miller

  	
   

  	
  9809 Salisbury Lubbock, TX 79424

  	
   

  	
  $

  	
  75,685.42

  	
   

  	
  3,389

  	
   

  	
  $

  	
  11,296.33

  	
   

  	
  $

  	
  19,203.76

  	
   

  
	
  Batter Up, LLC

  	
   

  	
  Bryan Selden

  	
   

  	
  2020 Stonegate Blvd. Tyler, TX 75703

  	
   

  	
  $

  	
  42,463.01

  	
   

  	
  1,901

  	
   

  	
  $

  	
  6,337.76

  	
   

  	
  $

  	
  10,774.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chuck Schrick

  	
   

  	
  190 Harks Creek Road Trinity, TX 75862

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolling in Dough Cookie Co.

  	
   

  	
  Kathryn Shell

  	
   

  	
  2711 Hampton Trail Woodstock, GA 30189

  	
   

  	
  $

  	
  190,657.02

  	
   

  	
  8,537

  	
   

  	
  $

  	
  28,456.27

  	
   

  	
  $

  	
  48,375.66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ed Smith

  	
   

  	
  10201 Rainbridge Drive

  Riverview, FL 33569

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


38
















 


Schedule II


to Settlement and Release Agreement


 


Purchaser Representatives


 


	
  Franchisees

  	
   

  	
  Purchaser Representatives

  
	
  Batches of Cookies, Inc.

  	
   

  	
  Jeffery M. Jacobs

  One San Jose Place, Suite 25

  Jacksonville, FL 32257

  
	
   

  	
   

  	
   

  
	
  D&J All Corporation

  	
   

  	
  William Cavaluzzi

  124 W. Franklin St.

  Horseheads, NY 14845

  
	
   

  	
   

  	
   

  
	
  DPD Cookies of Orlando, Inc.

  	
   

  	
  Arleigh C. Merrill

  7400 Bay Meadows Way

  Jacksonville, FL 32256

  
	
   

  	
   

  	
   

  
	
  J-Team, Inc.

  	
   

  	
  John P. Nicholson

  139 S. Sunbury Road
 Westerville, OH 43081

  
	
   

  	
   

  	
   

  
	
  J-Team and Rupps (General Partnership)

  	
   

  	
  John P. Nicholson

  139 S. Sunbury Road
 Westerville, OH 43081

  
	
   

  	
   

  	
   

  
	
  Ken and Nancy Miller

  	
   

  	
  Robert O. Goddard

  1204 Mechem Drive, Suite 10

  Ruidoso, NM 88345

  
	
   

  	
   

  	
   

  
	
  Batter Up, LLC

  	
   

  	
  Brian A. Mills

  Orgain, Bell & Tucker, L.L.P.

  470 Orleans, 4th Floor

  Beaumont, TX 77701

  
	
   

  	
   

  	
   

  
	
  Rolling in Dough Cookie Co.

  	
   

  	
  John A. King

  Warren, Averett, Kimbrough & Marino,LLC

  2500 Action Road

  Birmingham, AL 35243

  



 

















 


EXHIBIT
A


TO
SETTLEMENT AND RELEASE AGREEMENT


 


FORM
OF WARRANT


 


[Attached]