Unassociated Document


    CONFIDENTIAL
TREATMENT REQUESTED

     

    INFORMATION
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS IDENTIFIED
BY THREE ASTERISKS, AS FOLLOWS “* * *”. AN UNREDACTED VERSION OF THIS DOCUMENT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.


    AGREEMENT

     

    AGREEMENT
dated as of May 28, 2010 by and among George Foreman Productions, Inc. (“GF Productions”) and
George Foreman (“Foreman”), on the one
hand (collectively, the “Foreman Parties”),
and George Foreman Ventures LLC (“GFV”) and George
Foreman Enterprises, Inc. (“GFE”), on the other
hand (collectively, the “GFE Parties”). 
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided in Section
1.

     

    RECITALS

     

    WHEREAS,
the Foreman Parties and the GFE Parties are Parties to an Assignment Agreement
dated as of August 15, 2005 (the “Assignment
Agreement”) pursuant to which the Foreman Parties assigned certain
indicia of Foreman trademarks and other related intellectual property to
GFV;

     

    WHEREAS,
GF Productions and GFV entered into a Services Agreement dated as of August 15,
2005 (the “Services
Agreement”) pursuant to which GF Productions agreed to furnish certain
personal services to GFV; and

     

    WHEREAS,
subject to the terms and conditions hereof, the Parties have agreed to, among
other things, (i) the termination of the Assignment Agreement and the
Services Agreement, (ii) the assignment by the GFE Parties of the Marks, the
Foreman Indicia, the Indicia Rights and the Materials to the Foreman Parties and
(iii) the license by the Foreman Parties of the Marks, the Foreman Indicia, the
Indicia Rights and the Materials to GFV pursuant to Section 2
hereof;

     

    NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements contained in this Agreement, and intending
to be legally bound hereby, the Parties hereby agree as follows:

     

    1. 
         Definitions.

     

    “Action” means any
claim (including, without limitation, any bona fide demand, written assertion of
rights, or cease and desist notification), complaint, action, suit, petition or
proceeding, mediation, arbitral action, government inquiry, criminal
prosecution, administrative proceeding or other similar
investigation.

     

    “Affiliate” means,
when used with respect to a specified Person, another Person that either
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, the Person specified.  For
purposes of this definition, “control” (and its derivatives) means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of equity, voting or other interests, as trustee or executor, by contract or
otherwise.

     

    “Foreman Indicia”
means the name, image, signature, voice, likeness, caricatures, sobriquets, and
all other identifying features and indicia of the boxing celebrity Foreman,
whether known on or before the date hereof or hereafter found or
developed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “GFE License
Agreements” means the Shoe License Agreement, the Wellness Shake License
Agreement and the Restaurant License Agreement.

     

    “GFV Operating
Agreement” means the Amended and Restated Limited Liability Company
Agreement of GFV dated as of August 15, 2005 by and among GFE and the Foreman
Parties.

     

    “Indicia Rights” means
the sole and exclusive right, throughout the universe in perpetuity, to use the
Foreman Indicia, in whole or in part in connection with the manufacture,
distribution, sale, advertising, promotion, and other exploitation of all
products and the distribution, sale, advertising, promotion, and other
exploitation of all services; including, without limitation, the following
uses:  (i) on products; (ii) on product packages;
(iii) on labeling; (iv) on signage; and (v) on any and all
promotional and advertising messages and materials; by any and all means and
media, both known and unknown, throughout the universe.

     

    “Instride Ventures”
means Instride Ventures LLC.

     

    “Liability” means any
and all debts, liabilities and obligations of any kind or nature, whether
accrued or fixed, absolute or contingent, direct or indirect, matured or
unmatured, due or to become due, or determined or determinable, including all
costs and expenses relating thereto.

     

    “Loss” means any
Liability, loss, damage, claim, disbursement, cost, expense, penalty or
settlement of any kind or nature, whenever incurred, including, but not limited
to, interest or other carrying costs and reasonable legal, accounting and other
professional fees and expenses actually incurred in the investigation,
collection, prosecution and defense of claims, that may be imposed on or
otherwise incurred or suffered by a Person.  “Loss” shall also include any
costs or expenses actually incurred by a Person to enforce its rights under this
Agreement.

     

    “Marks”
means:

     

    GEORGE
FOREMAN

    GF SPORT
BY GEORGE FOREMAN

    GEORGE
FOREMAN SIGNATURE

    SIGNATURE
COLLECTION BY GEORGE FOREMAN

    GEORGE
FOREMAN SAUCES

    GEORGE
FOREMAN KNOCKOUT

    GEORGE
FOREMAN SIGNATURE COLLECTION

    COMFORT
ZONE BY GEORGE FOREMAN

    GEORGE
FOREMAN LEAN MEAN CONTACT ROASTING MACHINE

    GEORGE
FOREMAN’S FUSION GRILL

    BIG
GEORGE

    


    and all
colorable variations thereof; and all other words, phrases, symbols and designs,
and combinations of words, phrases, symbols and designs, that incorporate or
otherwise refer to the Foreman Indicia, in whole or in part, and that have been
used, are being used, or could be used, anywhere in the universe, as trademark
or trade names or service marks or service names in any and all categories and
classes of products and services, without limitation.

     

    ***  Confidential
Information Redacted


    
      
         


      

      
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    “Materials” means all
materials created or produced using the Marks, the Foreman Indicia and/or
Indicia Rights including, without limitation, all copyrights therein. (The
Foreman Parties acknowledge that the GFE Parties purchased certain photographs
from a third party and that such photographs remain the property of the GFE
Parties; provided that the use of any such photographs (by the GFE Parties or
any Person that may acquire such photographs) shall be subject to applicable
laws).

     

    “Party(ies)” means the
Parties to this Agreement set forth on the signature page.

     

    “Person” means any
individual, general or limited partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as
well as any syndicate or group that would be deemed to be a person under Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, any successor
statutes thereto, and the rules and regulations promulgated
thereunder.

     

    “Restaurant License
Agreement” means the Promotion License Agreement and Services Agreement
dated as of September 6, 2006 between UFood and GFV, as amended on
June 12, 2007 and September 4, 2007.

     

    “Shoe License
Agreement” means the License Agreement dated as of April 20, 2007
between Instride Ventures and GFV.

     

    “Subsidiary” means any
Person in which another Person, directly or through Subsidiaries or otherwise,
beneficially owns more than fifty percent of either the equity interests in, or
the voting control, of such Person.

     

    “Transaction
Documents” means this Agreement and all other agreements, instruments,
certificates and other documents entered into or delivered by any Party pursuant
to the terms of this Agreement.

     

    “UFood” means UFood
Restaurant Group Inc. (formerly known as KnowFat Franchise Company,
Inc.)

     

    “Vita Ventures” means
Vita Ventures LLC.

     

    “Wellness Shake License
Agreement” means the Trademark License and Services Agreement dated as of
September 7, 2006 between Vita Ventures and G-Nutritional LLC, a
wholly-owned subsidiary of GFV.

     

    2. 
         Assignment
Agreement.

     

    (a)           The
Parties hereby terminate the Assignment Agreement and all of the rights and
obligations of the Parties thereunder.

     

    (b)           The
GFE Parties hereby sell, grant, assign and otherwise set over to the Foreman
Parties, solely and exclusively and forever, irrevocably and unconditionally,
all of their right, title and interest, of every nature and description, whether
or not such rights are now known, recognize or contemplated, including the right
to enforce the same for all past, present and future infringements, in and
to:

     

    ***  Confidential
Information Redacted


    
      
         


      

      
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    (A)           the
Foreman Indicia and the Indicia Rights;

     

    (B)           the
Marks, together with the goodwill of the business symbolized by the Marks, and
the portion of the business appurtenant to the Marks, throughout the
universe;

     

    (C)           any
and all registrations of, and applications to register, the Marks filed in the
United States Patent and Trademark Office, in any states within the United
States and anywhere else in the world; and

     

    (D)           the
Materials.

     

    (c)           From
and after the date hereof, the GFE Parties and each of the respective Affiliates
shall cease and desist from any and all uses of, and shall not use, the Foreman
Indicia, the Indicia Rights and/or the Marks, subject only to the licenses
provided hereunder in this Section 2 to GFV for the use of the Foreman
Indicia, the Indicia Rights, the Materials and/or the Marks solely in connection
with and for the purpose of complying with and/or exercising its contractual
rights, representations, commitments and obligations under the GFE License
Agreements.

     

    (d)           The
Parties hereby terminate the Trademark Licensing Agreement dated as of
April 2, 2007 between GFV as licensee and the Foreman Parties as licensor
and all of the rights and obligations of the Parties thereunder.  From the
date hereof until the termination of the Shoe License Agreement (as it may be
extended by GFE), the Foreman Parties hereby grant to GFV a world-wide, fully
paid, royalty free, non-exclusive license to use the Marks, the Foreman Indicia,
the Indicia Rights and the Materials solely in connection with and for the
purpose of complying and/or exercising its contractual rights, representations,
commitments and obligations under the Shoe License Agreement.

     

    (e)           From
the date hereof until the termination of the Wellness Shake License Agreement
(as it may be extended by GFE), the Foreman Parties hereby grant to GFV a
world-wide, fully paid, royalty free, non-exclusive license to use the Marks,
the Foreman Indicia, the Indicia Rights and the Materials solely in connection
with and for the purpose of complying with and/or exercising its rights,
contractual representations, commitments and obligations under the Wellness
Shake License Agreement.

     

    (f)           
From the date hereof and during the term of the Restaurant License Agreement (as
it may be extended by GFE), the Foreman Parties hereby grant to GFV a worldwide,
fully paid, royalty free, non-exclusive license to use the Marks, the Foreman
Indicia, the Indicia Rights and the Materials solely in connection with and for
the purpose of complying and/or exercising its rights, contractual
representations, commitments and obligations under the Restaurant License
Agreement.

     

    (g)           Notwithstanding
anything in this Agreement or any of the GFE License Agreements to the contrary,
each of the GFE Parties, on behalf of itself and each of its Affiliates, agrees
that:

     

    ***  Confidential
Information Redacted


    
      
         


      

      
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    (i)            
it will not approve or permit any Person to use any products, (other than any
products that have been approved by Foreman prior to the date hereof) (currently
the wellness shake, the diabetic shoes and inserts and the UFood restaurants))
packaging, advertising, sales or other promotional materials used in connection
with any of the GFE License Agreements without the prior written consent of
Foreman, which shall not be unreasonably withheld or delayed;

     

    (ii)           
upon the written request of Foreman, it will take all actions necessary to
enforce on behalf of Foreman and his Affiliates provisions of the GFE License
Agreements which may benefit Foreman and his Affiliates (e.g., indemnification,
insurance, approval rights, etc.);

     

    (iii)           it
will not amend any of the GFE License Agreements; provided that the GFE Parties
may extend the term of the GFE License Agreements;

     

    (iv)          it
will promptly forward to Foreman a copy of all notices, reports and any other
correspondence it receives in connection with the GFE License Agreements
(excluding any notice, report or correspondence that relates exclusively to
royalty payments) that relate to the validity or ownership of the Marks, the
Foreman Indicia, the Indicia Rights or the Materials or any claims by Persons
relating to the safety of the products under the GFE License Agreements;
and

     

    (v)           
it will use its commercially reasonable efforts to be available at the
reasonable request of Foreman to discuss any activities related to the GFE
License Agreements.

     

    (h)           The
licenses granted by the Foreman Parties pursuant to this Section 2 shall
not be transferred or sublicensed except (i) for the licenses granted by
GFV in connection with the GFE License Agreements and/or (ii) to a third
party that acquires all or substantially all of the equity or assets of the GFE
Parties (provided that the Foreman Parties acknowledge that the foregoing shall
not preclude the customary industry practice of the licensees under the GFE
License Agreements authorizing retail stores to display promotional materials
previously approved by Foreman containing the Marks, the Foreman Indicia or the
Indicia Rights to promote products under the GFE License Agreements).  The
GFE Parties agree that none of the GFE License Agreements may be transferred or
sublicensed by any of the parties thereto except that the Shoe License Agreement
may be assigned or licensed as long as GFV complies with the right of first
refusal provisions set forth in the Agreement dated as of May 28, 2010 (the
“NationsHealth Agreement”) by and among the Foreman Parties, GFV and United
States Pharmaceutical Group, L.L.C.

     

    3. 
         Services
Agreement.

     

    (a)           The
Parties hereby terminate the Services Agreement and (d) of the rights and
obligations of the Parties thereunder.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
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    (b)           The
Foreman Parties shall furnish to the GFE Parties at their request up to an
aggregate of [***] days (not to exceed 8 hours in a day) of personal services of
Foreman (excluding a travel time) on or prior to the [***] anniversary of the
date hereof which shall be used by the GFE Parties in connection with the GFE
License Agreements; provided that (i) the services provided hereunder shall
be performed at times and places convenient to Foreman and the subject to his
other commitments, and Foreman shall not be required to perform services on any
that would conflict with his community and religious obligations or other
professional obligations and (ii) any personal services of Foreman during
any day after the [***] day shall be conditional upon Foreman being paid [***]
in advance of such day from the GFE Parties.  Notwithstanding the
foregoing, it shall be a condition to Foreman’s furnishing of such personal
services that(i) Foreman shall have the right to approve the general
content of, and the use of, any of the Marks, the Foreman Indicia and Indicia
Rights, in connection with the personal services, which approval shall not be
unreasonably withheld or delayed; and (ii) Foreman shall be paid in advance
for his reasonably anticipated out-of-pocket costs and expenses to be incurred
in connection with the furnishing of the personal services (provided that
(i) in the event Foreman’s actual documented expenses exceed the estimated
expenses, Foreman shall reimburse the excess; and (ii) if Foreman’s actual
documented expenses are less than the estimated expenses, the GFE Parties shall
pay Foreman for such deficit).  The personal services to be provided
hereunder shall include preparation of advertising, promotional, publicity and
other materials; participation on camera, voice over or other services for one
or more audiovisual recordings through commercials, infomercials and radio;
audio recordings; still photographs; and/or participation in media interviews,
press events or personal appearances; provided that Foreman shall not be
required to furnish any personal services that could reasonably be expected to
violate any provision of the NationsHealth Agreement.  The GFE Parties
agree that, to the extent Foreman agrees to travel more than 50 miles outside of
Houston, Texas in connection with the performance of his services, Foreman will
be given a roundtrip first class ticket and, if used, a companion ticket (by
air, if appropriate, and between Houston, Texas and the destination), exclusive
limousine ground transportation and five-star first class hotel (suite, if
available, plus a separate room for Foreman’s companion)
accommodations.

     

    4. 
         Board of Directors,
Preferred Stock and Equity Agreements.

     

    (a)           The
Parties acknowledge and agree that:  (i) each of Foreman and
George E. Foreman, Jr. resigned from the Board of Directors of GFE, the Board of
Managers and GFV and all officer positions of GFE and GFV prior to the approval
of this Agreement and the transactions contemplated hereby the Board of
Directors of GFE and the Board of Managers of GFV; (ii)  the Foreman
Parties waive the rights granted to the holders of the two shares of
Series A Preferred Stock of GFE to elect two out of a total of six
directors of the Board of Directors of GFE; and (iii) the Foreman Parties
waive the right to designate two out of a total of six Managers of
GFV.

     

    (b)           In
accordance with Section 2 of the Investor Rights Agreement dated as of August
15, 2005 (the ‘Investor Rights
Agreement”) by and among GFE, Foreman and GF Productions, GFE will within
7 business days of the date hereof issue and
deliver:  (i) 1,529,790 shares of GFE common stock to Foreman;
and (ii) 269,963 shares of GFE common stock to GF Productions, in each case
in exchange for all of the membership interests of Foreman and GF Productions,
as applicable, in GFV.

     

    (c)           The
Registration Rights Agreement dated as of August 15, 2005 (the “Registration Rights
Agreement”) by and among GFE, Foreman and GF Productions shall continue
in full force and effect in accordance with the terms thereof; provided that the
Foreman Parties hereby waive any right to receive shares of preferred stock
pursuant to Section 2 of the Registration Rights Agreement.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
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    (d)           The
Investor Rights Agreement (the “Agreement”) is hereby
terminated and the rights and obligations of the parties thereunder are null and
void.

     

    (e)           The
GFV Operating Agreement shall continue in full force and effect; provided that:
(i) notwithstanding anything in the Operating Agreement to the contrary,
the Board of Managers remaining after the resignations pursuant to Section 4(a)
hereof shall have full power and authority to approve this Agreement and the
other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby; and (ii) effective upon receipt by the
Foreman Parties of the shares of GFE common stock pursuant to Section 4(b)
hereof, GFE shall own all of the outstanding membership interests in GFV and
none of the Foreman Parties shall have any rights or obligations
thereunder.

     

    5. 
         Representations and
Warranties.

     

    (a)           Each
of the GFE Parties hereby jointly and severally represents and warrants to the
Foreman Parties as follows:

     

    (i)            
Each of the GFE Parties is an entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
organization.

     

    (ii)           
Each of the GFE Parties has full power and authority to enter into, execute and
deliver this Agreement and the other Transaction Documents to which it is a
Party and to perform and observe fully its obligations hereunder and thereunder
and to perform the transactions contemplated hereby and thereby.  The
execution and delivery of this Agreement and the other Transaction Documents and
the consummation of the transactions contemplated hereby and thereby have been
duly and validly approved by the Board of Directors of GFE and the Board of
Managers of GFV.  Except for the approvals of the Board of Directors of GFE
and the Board of Members of GFV provided herein, no other corporate proceedings
on the part of the GFE Parties are necessary to approve, this Agreement, the
other Transaction Documents or the consummation of the transactions contemplated
hereby or thereby.  This Agreement and the other Transaction Documents have
been duly and validly executed and delivered by each of the GFE Parties and,
assuming due authorization, execution and delivery by each of the Foreman
Parties, this Agreement and the other Transaction Documents constitute valid and
binding legal obligations of the GFE Parties which are Parties thereto,
enforceable against each of the GFE Parties which are Parties thereto in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally, and
general principles of equity (the “Bankruptcy
Exception”).

     

    (iii)           The
execution, delivery and performance of this Agreement and the other Transaction
Documents, and the transactions contemplated hereby and thereby, do not and will
not (x) conflict with or result in any violation of or constitute a breach
or default under any provision of the Certificate of Incorporation or bylaws (or
corporate organizational documents) of any of the GFE Parties or
(y) violate any order, injunction or decree or other legal restraint or
prohibition (“Injunction”) or any
federal, state, local, municipal, foreign or other law, statute, constitution,
principle of common law, resolution, ordinance, code, order, writ, edict,
decree, rule, regulation, judgment, ruling, policy, guideline or requirement
(“Law”) issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any court, administrative agency or commission or other
governmental authority or instrumentality (“Governmental Entity”)
applicable to any of the GFE Parties or any of their respective properties or
assets.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
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    (iv)           No
notice to and no permit, authorization, consent, waiver or approval of,
declaration or filing with, any Governmental Entity or any other Person is
necessary for the execution or consummation by any GFE Party of the transactions
contemplated by this Agreement or the other Transaction Documents.

     

    (v)           
None of the GFE Parties nor any other Person has licensed, assigned, delegated,
mortgaged, hypothecated, transferred or encumbered any rights granted to GFV
under the Assignment Agreement except (i) to the extent found in the GFE
License Agreements or (ii) for any such license, assignment or transfer to
any of the Foreman Parties prior to the date hereof; provided that GFV and
Northern Foods plc entered into a license agreement dated as of June 13, 2007,
but such license has expired and all of the rights and obligations of the
parties thereunder have terminated.  The GFE Parties have provided to
Foreman’s counsel in connection with the preparation and negotiation of this
Agreement a true, correct and complete copy of the GFE License Agreements. 
Except as expressly provided herein, none of the GFE Parties or its Affiliates
shall have any right to or interest in any of the Marks, the Foreman Indicia,
Indicia Rights or Materials.

     

    (vi)           The
authorized common stock of GFE consists of 25,000,000 shares of common
stock, par value $.01 per share.  Immediately prior to the issuance of
shares of GFE common stock pursuant to Section 4(b) hereof, there are
3,289,006 shares of GFE common stock and 2 shares of GFE preferred stock issued
and outstanding.  Except for stock options granted to current or former
directors or officers of GFE since January 1, 2005, there are no
outstanding options, warrants rights (including conversion or preemptive rights
and rights of first refusal), stockholder agreements or agreements of any kind
for the purchase or acquisition from GFE of any of its services.  All
issued and outstanding shares of GFE common stock, including those issued
pursuant to Section 4(b) hereof, have been duly authorized and validly issued
and are fully paid and nonaccessible and were issued in compliance with all
applicable laws concerning the issuance of securities.

     

    (b)           Each
of the Foreman Parties hereby jointly and severally represents and warrants to
the GFE Parties as follows:

     

    (i)            
GF Productions is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
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    (ii)          
 Each of the Foreman Parties has full power and authority to enter into,
execute and deliver this Agreement and the other Transaction Documents to which
it is a Party and to perform and observe fully his or its obligations hereunder
and thereunder and to perform the transactions contemplated hereby and
thereby.  The execution and delivery of this Agreement and the other
Transaction Documents and the consummation of the transactions contemplated
hereby and thereby have been duly and validly approved by the Board of Directors
of GF Productions.  No other corporate proceedings on the part of the
Foreman Parties are necessary to approve this Agreement, the other Transaction
Documents or the consummation of the transactions contemplated hereby or
thereby.  This Agreement and the other Transaction Documents have been duly
and validly executed and delivered by each of the Foreman Parties and, assuming
due authorization, execution and delivery by each of the GFE Parties, this
Agreement and the other Transaction Documents constitute valid and binding legal
obligations of the Foreman Parties which are Parties thereto, enforceable
against each of the Foreman Parties which are Parties thereto in accordance with
their respective terms, except as may be limited by the Bankruptcy
Exception.

     

    (iii)           The
execution, delivery and performance of this Agreement and the other Transaction
Documents, and the transactions contemplated hereby and thereby, do not and will
not (A) conflict with or result in any violation of or constitute a breach or
default under any provision of the Certificate of Incorporation or bylaws of GF
Productions or (B) violate any Injunction or Law issued, enacted, adopted
promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Entity applicable to any of the Foreman Parties or any of
their respective properties or assets.

     

    (iv)          
They will use their reasonable efforts to be available at the reasonable request
of the GFE Parties to approve, consider and respond to any request by the GFE
Parties relating to the subject matter referred to in Section 2(g)(i)
hereof.

     

    6. 
         Deliveries.

     

    (a)           As
a condition to and inducement to the Foreman Parties’ willingness to enter into
this Agreement, concurrently with the execution of this Agreement, GFE has
delivered to the Foreman Parties:

     

    (i)            
certified copies of resolutions duly adopted by each of the board of directors
of GFE and the board of managers of GFV authorizing the execution, delivery and
performance of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby;

     

    (ii)           
a release of the Foreman Parties, George Foreman, Jr., George Foreman III and
their respective officers, directors, employees, agents, representatives and
legal counsel and agreement by Seymour Holtzman to vote in favor of a name
change for GFE in the form attached hereto as Exhibit A
executed by Seymour Holtzman; and

     

    (iii)           a
copy of the waiver agreements in the form attached hereto as Exhibit B from
the holders of at least a majority in principal amount of the 8% Convertible
Promissory Notes of GFE (the “Noteholder
Waivers”).

     

    (b)           As
a condition to and inducement to the GFE Parties’ willingness to enter into this
Agreement, concurrently with the execution of this Agreement, Foreman shall have
delivered to the GFE Parties (i) a release of the GFE Parties, their respective
Subsidiaries and their respective officers, directors, employees, agents,
representatives and legal counsel and Seymour Holtzman in the form attached
hereto as Exhibit
C executed by each of George Foreman, Jr. and George Foreman III; and
(ii) the signed amendment to the GFV Operating Agreement referred to in
Section 4 (d) ; and

     

    ***  Confidential
Information Redacted



    
      
         


      

      
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    7. 
         Mutual
Releases.

     

    (a)           Each
of GFE and GFV, on behalf of itself and its Subsidiaries, does hereby forever
release, discharge and acquit each of GF Productions, Foreman, George Foreman
Jr., George Foreman III and their respective officers, directors, employees,
agents, representatives and legal counsel (collectively, the “Foreman Release
Parties”) from any and all manner of Actions, whether class, derivative
or individual in nature, in law or in equity for indemnity or otherwise, suits,
debts, liens, commitments, contracts, agreements, obligations, premises,
Liabilities, claims, demands, damages, losses, costs, or expenses, of any kind
or nature whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent (collectively the “Claims”) based upon,
arising from, or in any way connected with or related to any act, omission, or
state of facts taken or existing on and/or prior to the execution of this
Agreement.  Notwithstanding the foregoing, neither GFE nor GFV is releasing
hereunder any of the Foreman Release Parties with respect to any claims arising
under the terms of this Agreement, the Registration Rights Agreement, the
NationsHealth Agreement or the other Transaction Documents.

     

    (b)           Each
of GF Productions and Foreman, does hereby forever release, discharge and acquit
(i) the GFE Parties, their respective Subsidiaries and their respective
officers, directors, employees, agents, representatives and legal counsel and
(ii) Seymour Holtzman from all Claims based upon, arising from, or in any
way connected with or related to any act, omission or state of facts taken or
existing on and/or prior to the execution of this Agreement. 
Notwithstanding the foregoing, Foreman is not releasing hereunder GFE or GFV
with respect to any claims arising under the terms of this Agreement, the
Registration Rights Agreement (except for a waiver of the rights described in
Section 4(b) hereof), the NationsHealth Agreement or the other Transaction
Documents.

     

    8. 
         Indemnification.

     

    (a)           From
the date hereof through the sixth anniversary of the date thereof, each of the
GFE Parties shall, jointly and severally, (i) indemnify and hold harmless
Foreman, George Foreman, Jr. and George Foreman III (each, a “D&O Indemnified
Party”) against all Losses incurred in connection with any Action arising
out of or pertaining to the fact that the D&O Indemnified Party is or was a
director or officer of any of the GFE Parties, whether asserted or claimed prior
to, at or after the date hereof, to the fullest extent permitted under the DGCL
for directors or officers of Delaware entities as in effect on the date hereof,
and (ii) use its commercially reasonable efforts to advance expenses as
actually incurred by any D&O Indemnified Party in the defense of any such
Action, upon receipt by any of the GFE Parties from the D&O Indemnified
Party of a request therefore to the fullest extent permitted under the DGCL as
in effect on the date hereof.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)           The
Certificate of Incorporation and Bylaws of GFE shall contain provisions no less
favorable with respect to indemnification, advancement of expenses and
exculpation of present and former directors and officers of GFE than are
presently set forth in the Certificate of Incorporation and Bylaws of GFE, which
provisions shall not be amended, modified or repealed for a period of six years
from the date hereof in a manner that would adversely affect the rights
thereunder of individuals who, at or prior to the date hereof, were officers or
directors of GFE.

     

    (c)           The
GFV Operating Agreement shall contain provisions no less favorable with respect
to indemnification, advancement of expenses and exculpation of present and
former directors and officers of GFV than are presently set forth in the GFV
Operating Agreement, which provisions shall not be amended, modified or repealed
for a period of six years from the date hereof in a manner that would adversely
affect the rights thereunder of individuals who, at or prior to the date hereof,
were officers or directors of GFV.

     

    (d)           GFE
shall use its commercially reasonable efforts to maintain the tail coverage
provided for under the current directors’ and officers’ liability insurance
policy maintained by GFE.

     

    (e)           The
provisions of this Section 8 are intended to be in addition to the rights
otherwise available to current and former officers and directors of GFE and GFV
and shall operate for the benefit of, and shall be enforceable by, each of the
D&O Indemnified Parties, their heirs and their representatives.

     

    9. 
         Other Post-Closing
Covenants.

     

    (a)           The
GFE Parties agree that:  (i) at each future meeting of
stockholders and action by written consent of stockholders of GFE, GFE shall use
its commercially reasonable efforts to solicit votes in favor of removing any
references to “George Foreman” or any derivative therefrom from the name of the
company until such name change is approved by stockholders; and (ii) GFE
shall promptly after such stockholder approval (x) file with the Delaware
Secretary of State an amendment to GFE’s certificate of incorporation to reflect
such name change and (y) amend the GFV Operating Agreement to remove any
references to “George Foreman” or any derivative therefrom from the name of the
company.

     

    (b)           Each
of the Parties shall use its commercially reasonable effort to deliver, or cause
to be delivered, such further certificates, instruments and other documents, and
to take, or cause to be taken, such further actions, as may be necessary, proper
or advisable under applicable Law to consummate and make effective the
transactions contemplated by this Agreement.

     

    (c)           Each
of the GFE Parties jointly and severally agrees to indemnify and hold harmless
each of the Foreman Parties as to all Losses resulting from (i) a breach by
any of the GFE Parties of its representations, warranties or agreements
hereunder or (ii) any Action relating to products or services promoted,
produced, sold and/or furnished by the GFE Parties or their Affiliates or any of
their respective licensees under the GFE License Agreements

     

    (d)           Each
of the Foreman Parties jointly and severally agrees to indemnify and hold
harmless each of the GFE Parties as to all Losses resulting from a breach by any
of the Foreman Parties of its representations, warranties or agreements
hereunder.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (e)           In
the event that Foreman agrees to extend the term of the NationsHealth Agreement,
or enters into a new agreement with NationsHealth covering core diabetic
supplies, then Foreman agrees that GFV shall be entitled to [***] of all fees
payable to Foreman under such extension or new agreement (other than personal
appearance fees).

     

    (f)           
Foreman agrees that, except in connection with complying with and/or exercising
his contractual rights, representations, commitments and obligations under the
NationsHealth Agreement or any new or extended agreement with NationsHealth, he
will not for a period of three years from the date hereof license to any Person
the right to use the Marks, the Foreman Indicia or the Indicia Rights in
connection with the sale of diabetic shoes or wellness shakes.  Foreman
agrees to use his reasonable efforts to notify GFE prior to his marketing or
sale of any vitamins at any time during the three years from the date
hereof.

     

    10. 
       Miscellaneous
Provisions.

     

    (a)           Successors and
Assigns. This Agreement shall inure to the benefit of, and be binding
upon, the Parties hereto and their respective successors and permitted assigns;
provided, however, that except as permitted by Section 2(h) hereof, no Party
shall assign or delegate this Agreement or any of its rights or obligations
created hereunder without the prior consent of the other Party.  The
representations, warranties and covenants shall survive the consummation of the
transactions contemplated hereby.

     

    (b)           Notices. All notices,
requests, consents, instructions and other communications required or permitted
to be given hereunder shall be in writing and hand delivered, sent by
nationally-recognized, next-day delivery service or mailed by certified mail,
return receipt requested, postage prepaid, addressed as set forth below; receipt
shall be deemed to occur on the date of actual receipt or, if sent by a
nationally-recognized, next-day delivery service, on the first business day
after deposit with such service. All such communications shall be addressed as
follows:

     

    (i)           if
to the GFE Parties, as follows:

     

    George
Foreman Enterprises, Inc.

    100 N.
Wilkes-Barre Boulevard

    4th
Floor

    Wilkes-Barre,
PA  18702

    Attention:  Chief
Executive Officer and General Counsel

    


    with a
copy (which shall not constitute notice) to:

    


    Wright
& Reihner

    148 Adams
Avenue

    Scranton,
PA  18503

    


    Attention:  George
Reihner, Esq.

    


    ***  Confidential
Information Redacted



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    (ii)           if
to the Foreman Parties, to the address of Foreman on file with GFE on the date
hereof, with a copy (which shall not constitute notice) to:

     

    Morgan
Lewis & Bockius LLP

    77 West
Wacker Drive

    Chicago,
Illinois 60601

    Attention:
Neal Aizenstein, Esq.

    


    or such
other address or Persons as the Parties may from time to time designate in
writing in the manner provided in this Section.

     

    (c)           Entire Agreement.
This Agreement, together with the Schedules and Exhibits attached hereto, and
the other Transaction Documents represent the entire agreement and understanding
of the Parties hereto with respect to the transactions contemplated herein and
therein, and no representations, warranties or covenants have been made in
connection with this Agreement, other than those expressly set forth herein and
therein, or in the certificates delivered in accordance herewith or
therewith.  This Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements among the Parties
relating to the subject matter of this Agreement and such other agreements and
all prior drafts of this Agreement and such other agreements, all of which are
merged into this Agreement.

     

    (d)           Amendments and
Waivers. This Agreement may be amended, superseded, cancelled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by the Parties or, in the case of a waiver, by the Party waiving
compliance. No delay on the part of any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any waiver on
the part of any Party of any such right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or
privilege.

     

    (e)           Severability. This
Agreement shall be deemed severable and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof.

     

    (f)           
Headings. The
article and section headings contained in this Agreement are solely for
convenience of reference and shall not affect the meaning or interpretation of
this Agreement or of any term or provision hereof.

     

    (g)           Terms. All references
herein to Articles, Sections, Schedules and Exhibits shall be deemed references
to such parts of this Agreement, unless the context shall otherwise require. All
references to singular or plural shall include the other as the context may
require. Unless otherwise expressly stated, the words “herein,” “hereof,” and
“hereunder” and other words of similar import refer to this Agreement as a whole
and not to any particular Section, Subsection or other subdivision. The words
“include” and “including” shall not be construed as terms of
limitation.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (h)           Governing Law; Jurisdiction
and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
choice of law principles. Each Party hereto hereby agrees that any proceeding
relating to this Agreement and the transactions contemplated hereby shall be
brought only in a state court located in New York, New York, or a federal court
located in New York, New York. Each Party hereto hereby consents to personal
jurisdiction in any such action brought in any such New York state or federal
court, consents to service of process by registered mail made upon such Party
and such Party’s agent and waives any objection to venue in any such New York
state or federal court and any claim that any such New York state or federal
court is an inconvenient forum.

     

    (i)           
Remedies. 
In addition to being entitled to exercise any rights provided herein or granted
by Law, including recovery of damages, the Parties will be entitled to specific
performance under this Agreement.  The Parties agree that monetary damages
may not be adequate compensation for any Loss incurred by reason of any breach
of obligations described in the foregoing sentence and herby agree to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

     

    (j)           
Schedules and
Exhibits. The Schedules and Exhibits attached hereto are a part of this
Agreement as if fully set forth herein.

     

    (k)           No Third Party
Beneficiaries. Except as expressly contemplated in this Agreement, this
Agreement shall be binding upon and inure solely to the benefit of each Party
hereto and nothing in this Agreement is intended to confer upon any other Person
any rights or remedies of any nature whatsoever under or by reason of this
Agreement.

     

    (l)           
Expenses. The
Parties shall each bear their own respective transaction fees and expenses
(including fees and expenses of legal counsel, accountants, investment bankers,
brokers, finders or other representatives and consultants) incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated hereby.

     

    (m)          Publicity. 
Unless otherwise required by applicable Laws, no Party shall make any public
announcements in respect of this Agreement or the transactions contemplated by
this Agreement, or otherwise communicate with any news media regarding this
Agreement or the transactions contemplated hereby without the prior written
consent of the other Party, such consent not to be unreasonably withheld. 
The Foreman Parties acknowledge and agree that GFE will file this Agreement on a
Form 8-K with the Securities and Exchange Commission.

     

    (n)           Non-Disparagement. 
Except for truthful statements that may be made pursuant to legal process,
including without limitation in litigation:

     

    (i)            
each of the GFE Parties agrees that neither it nor its directors or officers
shall make or cause to be made any statement or communicate any information
(whether oral or written) that disparages or reflects negatively on any of the
Foreman Parties; and

     

    (ii)           
each of the Foreman Parties agrees that neither it nor its directors or officers
shall make or cause to be made any statement or communicate any information
(whether oral or written) that disparages or reflects negatively on any of the
GFE Parties.

     

    ***  Confidential
Information Redacted



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (o)           Construction. The
language used in this Agreement shall be deemed to be the language chosen by the
Parties to express their mutual intent and no rule of strict construction shall
be applied against any Party.

     

    (p)           Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall be considered one and the
same agreement.  Signed facsimile copies of this Agreement will legally
bind the Parties to the same extent as original documents.

     

    Remainder
of this Page Intentionally Left Blank

    Signature
Page Follows

    


    ***  Confidential
Information Redacted



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed and delivered as of the date first above written.

     

    
      
        
          
            
              
                	 
      	
                        George
      Foreman Productions, Inc.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/
      George Foreman

                      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title:

                      	 
      
	 
      	 
      
	 
      	
                        /s/ George Foreman

                      
	 
      	
                        George
      Foreman

                      
	 
      	 
      
	 
      	
                        George
      Foreman Ventures LLC

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Seymour Holtzman

                      
	 
      	
                        Name:

                      	
                        Seymour Holtzman

                      
	 
      	
                        Title:

                      	 
      
	 
      	 
      
	 
      	
                        George
      Foreman Enterprises, Inc.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Seymour Holtzman

                      
	 
      	
                        Name:  

                      	
                        Seymour Holtzman

                      
	 
      	
                        Title:

                      	 
      


              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STATE OF
______________)

     )           S.S.:

    COUNTY OF
____________)

    


    


    On this
_______ day of April, 2010, before me, the undersigned, a Notary Public in and
for said State, personally appeared ______________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, as _______________________ of
George Foreman Ventures
LLC, and that by his/her signature on the instrument the entity upon
behalf of which the person acted, executed the instrument.

     

    WITNESS
my hand and official seal


     

    
      
        
          
            
              
                
                  	 
      
	
                          Notary
      Public

                        


                

              

            

          

        

      

    

    


    STATE OF
______________)

     )           S.S.:

    COUNTY OF
____________)

    


    


    On this
_______ day of April, 2010, before me, the undersigned, a Notary Public in and
for said State, personally appeared ______________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, as _______________________ of
George Foreman Enterprises,
Inc., and that by his/her signature on the instrument the entity upon
behalf of which the person acted, executed the instrument.

     

    WITNESS
my hand and official seal

    


    
      
        
          
            
              	 
      
	
                      Notary
      Public

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A


     

    RELEASE


     

    THIS
RELEASE (the “Release”) is made as of this 28th day of May, 2010 (the “Release”)
by and between Seymour Holtzman, on the one hand (the “Releasor”), and George
Foreman (“Foreman”), George Foreman Productions, Inc. (“GF Productions”), George
Foreman, Jr. and George Foreman III, on the other hand (collectively, the
“Released Parties”).

     

    WHEREAS,
this Release is delivered pursuant to that Agreement dated as of May 28,
2010 (the “Agreement”) by and among George Foreman Ventures LLC  and
George Foreman Enterprises, Inc., on the one hand, and GF Productions and
Foreman, on the other hand.

     

    Capitalized
terms used herein and not defined shall have the meanings given to them in the
Agreement.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the partners hereby agree as
follows:

     

    The
Releasor does hereby forever release, discharge and acquit the Released Parties
and their respective officers, directors, employees, agents, representatives and
legal counsel and from all Claims based upon arising from, or in any way
connected with or related to any act, omission or state of facts taken or
existing on or prior to the execution of this Release; provided, however, that
the Releasor is not releasing hereunder Foreman or GF Productions with respect
to any claims arising under the terms of the Agreement (“the “Released
Claim”).

     

    The
Releasor acknowledges, agrees, covenants, represents and warrants that
(i) it has not assigned, and will not assign, any Released Claim or
potential Released Claim against the Released Party to any other party and
(ii) it fully intends to release all Released Claims against the Released
Party to the extent provided herein.

     

    The
Releasor further agrees that he will, and will cause his Affiliates to, vote in
favor of actins proposed by George Foreman Enterprises, Inc. to eliminate any
references to George Foreman from its name.

     

    This
Release shall be construed under, and, interpreted in accordance with, the laws
of the State of New York as they exist on the day of this Release is executed,
without giving effect to the choice or conflict of law provisions
thereof.

     

    This
Release shall be binding upon and inure to the benefit of, and be enforceable
by, the signatures hereto and their heirs, executors, admissions, successors and
assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Release may be executed in one or more counter parts, all of which taken
together shall constitute one and the same instrument.


     

    
      
        
          
            
              
                
                  
                    	
                            Dated
      May _____, 2010

                          	 
      	 
      
	 
      	 
      	
                            Seymour
      Holtzman

                          
	 
      	 
      	 
      
	
                            ACKNOWLEDGEMENT:

                          	 
      	 
      
	 
      	 
      	 
      
	
                            Dated
      May _____, 2010

                          	 
      	 
      
	 
      	 
      	
                            George
      Foreman

                          
	 
      	 
      	 
      
	 
      	 
      	
                            George
      Foreman Productions, Inc.

                          
	 
      	 
      	 
      
	
                            Dated
      May _____, 2010

                          	 
      	
                            By:  

                          	 
      
	 
      	 
      	
                            Its:  

                          	 
      
	 
      	 
      	 
      
	
                            Dated
      May _____, 2010

                          	 
      	 
      
	 
      	 
      	
                            George
      Foreman Jr.

                          
	 
      	 
      	 
      
	
                            Dated
      May _____, 2010

                          	 
      	 
      
	 
      	 
      	
                            George
      Foreman,
III

                          


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    


    CONSENT OF
NOTEHOLDER

    


    The
Undersigned, being the holder of an 8% Convertible Promissory Note (“Note”)
issued by George Foreman Enterprises, Inc. (“GFME”) on March 7, 2008 in the
original principal amount of $__________, hereby consents to a waiver of Section
4.01(a) of the Note and Section 4(g) of the Securities Purchase Agreement* in connection with GFME’s
execution of the proposed Agreement between George Foreman Ventures, LLC and
GFME on one hand, and George Foreman and George Foreman Productions, Inc. on the
other hand, in substantially the form presented to the Undersigned on May 6,
2010 by Seymour Holtzman.

    


    The Undersigned acknowledges receipt of
the May 6, 2010 letter from Seymour Holtzman, together with all attachments or
enclosures referenced in the correspondence.

    


    
      
        
          
            	 
      	
                    By:  

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Its:  

                  	 
      


          

        

      

    

    


    Dated:  May
________, 2010

    


    *  Refers
to the Securities Purchase Agreement dated as of March 7, 2008 entered into
between George Foreman Enterprises, Inc. and the Undersigned in connection with
the issuance of the Note.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C


     

    RELEASE


     

    THIS
RELEASE (the “Release”) is made as of this 28th day of May, 2010 (the “Release”)
by and between George Foreman III, on the one hand, (the “Releasor”) and George
Foreman Ventures LLC (“GFV”) and George Foreman Enterprises, Inc. (“GFE”), on
the other hand (collectively, the “Released Parties”).

     

    WHEREAS,
this Release is delivered pursuant to that Agreement dated as of May 28,
2010 (the “Agreement”) by and among George Foreman Productions, Inc. (“GF
Productions”) and George Foreman (“Foreman”), on the one hand (collectively, the
Foreman Parties”), and the Released Parties, on the other hand.

     

    Capitalized
terms used herein and not defined shall have the meanings given to them in the
Agreement.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the partners hereby agree as
follows:

     

    The
Releasor does hereby forever release, discharge and acquit the Released Parties,
their respective Subsidiaries and their respective officers, directors,
employees, agents, representatives and legal counsel and Seymour Holtzman from
all Claims based upon arising from, or in any way connected with or related to
any act, omission or state of facts taken or existing on or prior to the
execution of this Release; provided, however, that (i) the Releasor is not
releasing hereunder GFE or GFV with respect to any claims arising under the
terms of the Agreement; and (ii) the Releasor shall remain entitled to
(x) indemnification pursuant to the certificate of incorporation or bylaws
of GFE and the amended and restated limited liability agreement of GFV and
(y) coverage under any applicable director’s and officer’s liability
insurance policy in effect on or prior to the date hereof (the “Released
Claims”).

     

    The
Releasor acknowledges, agrees, covenants, represents and warrants that
(i) it has not assigned, and will not assign, any Released Claim or
potential Released Claim against the Released Party to any other party and
(ii) it fully intends to release all Released Claims against the Released
Party to the extent provided herein.

     

    This
Release shall be construed under, and, interpreted in accordance with, the laws
of the State of New York as they exist on the day of this Release is executed,
without giving effect to the choice or conflict of law provisions
thereof.

     

    This
Release shall be binding upon and inure to the benefit of, and be enforceable
by, the signatures hereto and their heirs, executors, admissions, successors and
assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Release may be executed in one or more counter parts, all of which taken
together shall constitute one and the same instrument.


     

    
      
        
          
            
              
                
                  	
                          Dated
      May _____, 2010

                        	 
      	 
      
	 
      	 
      	
                          George
      Foreman, III

                        
	 
      	 
      	 
      
	
                          ACKNOWLEDGEMENT:

                        	 
      	
                          George
      Foreman Ventures LLC

                        
	 
      	 
      	 
      
	
                          Dated
      May _____, 2010

                        	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Its:

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          George
      Foreman Enterprises, Inc.

                        
	 
      	 
      	 
      
	
                          Dated
      May _____, 2010

                        	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Its:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    RELEASE


     

    THIS
RELEASE (the “Release”) is made as of this 28th day of May, 2010 (the “Release”)
by and between George Foreman Jr., on the one hand, (the “Releasor”) and George
Foreman Ventures LLC (“GFV”) and George Foreman Enterprises, Inc. (“GFE”), on
the other hand (collectively, the “Released Parties”).

     

    WHEREAS,
this Release is delivered pursuant to that Agreement dated as of May 28,
2010 (the “Agreement”) by and among George Foreman Productions, Inc. (“GF
Productions”) and George Foreman (“Foreman”), on the one hand (collectively, the
Foreman Parties”), and the Released Parties, on the other hand.

     

    Capitalized
terms used herein and not defined shall have the meanings given to them in the
Agreement.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the partners hereby agree as
follows:

     

    The
Releasor does hereby forever release, discharge and acquit the Released Parties,
their respective Subsidiaries and their respective officers, directors,
employees, agents, representatives and legal counsel and Seymour Holtzman from
all Claims based upon arising from, or in any way connected with or related to
any act, omission or state of facts taken or existing on or prior to the
execution of this Release; provided, however, that (i) the Releasor is not
releasing hereunder GFE or GFV with respect to any claims arising under the
terms of the Agreement; and (ii) the Releasor shall remain entitled to
(x) indemnification pursuant to the certificate of incorporation or bylaws
of GFE and the amended and restated limited liability agreement of GFV and
(y) coverage under any applicable director’s and officer’s liability
insurance policy in effect on or prior to the date hereof (the “Released
Claims”).

     

    The
Releasor acknowledges, agrees, covenants, represents and warrants that
(i) it has not assigned, and will not assign, any Released Claim or
potential Released Claim against the Released Party to any other party and
(ii) it fully intends to release all Released Claims against the Released
Party to the extent provided herein.

     

    This
Release shall be construed under, and, interpreted in accordance with, the laws
of the State of New York as they exist on the day of this Release is executed,
without giving effect to the choice or conflict of law provisions
thereof.

     

    This
Release shall be binding upon and inure to the benefit of, and be enforceable
by, the signatures hereto and their heirs, executors, admissions, successors and
assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Release may be executed in one or more counter parts, all of which taken
together shall constitute one and the same instrument.


     

    
      
        
          
            
              
                
                  	
                          Dated
      May _____, 2010

                        	 
      	 
      
	 
      	 
      	
                          George
      Foreman, Jr.

                        
	 
      	 
      	 
      
	
                          ACKNOWLEDGEMENT:

                        	 
      	
                          George
      Foreman Ventures LLC

                        
	 
      	 
      	 
      
	
                          Dated
      May _____, 2010

                        	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Its:  

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          George
      Foreman Enterprises, Inc.

                        
	 
      	 
      	 
      
	
                          Dated
      May _____, 2010

                        	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Its: