Exhibit 10.2
NF Roasters Corp.
c/o Berjaya Corporation Berhad
Lot 1.35 C&D, 1st Floor
Podium Block, Plaza Berjaya
No. 12 Jalan Imbi, 55100 Kuala Lumpur
West Malaysia
As of April 23, 2008
Nathan’s Famous Systems, Inc.
1400 Old Country Road, Suite 400
Westbury, New York 11590
Re: KRR Co-Brand License Agreement
Gentlemen:
Reference is made to the Stock Purchase Agreement dated April 23, 2008 by and among Nathan’s Famous, Inc. (“Seller”), Roasters Asia Pacific (Cayman) Limited (“Purchaser”) and NF Roasters Corp. (“Company”) (the “Stock Purchase Agreement”). Except as otherwise expressly provided, all capitalized terms used herein shall have the meanings ascribed to them in the Stock Purchase Agreement.
In accordance with Section 4.4 of the Stock Purchase Agreement, the Parties have agreed that, simultaneously with the execution of the Stock Purchase Agreement, Purchaser on the one hand and Seller or an affiliate of Seller on the other hand shall enter into a separate agreement (the “KRR Co-Brand License Agreement”) to appoint NFSI (as defined below) as Company’s agent to enforce the terms and conditions of the Sub-License Agreement (as defined below), including the quality control requirements specified thereunder, and to appoint NFSI as a licensee with the right to grant sub-licenses in respect of the Intellectual Property Rights. The Parties acknowledge and agree that the Seller would not execute, deliver and perform the Stock Purchase Agreement without the simultaneous execution and delivery of this Agreement.
When executed by Company and Nathan’s Famous Systems, Inc. (“NFSI”), an affiliate of Seller, the following terms shall constitute the KRR Co-Brand License Agreement (as described in Section 4.4 of the Stock Purchase Agreement). Consequently, the Company and NFSI hereby agree as follows:
| 1. | Company hereby irrevocably assigns to NFSI, for so long as the license granted hereunder shall remain in effect, all of Company’s right, title and interest in and to the Sub-License Agreements to which the Company is a party; excluding however, any right, title and interest of the Company as set forth in Sections 4, 6 and 10(d) thereof. |
| 2. | Company hereby grants a license to NFSI all of the Intellectual Property Rights which are necessary for NFSI to operate and/or authorize the operation of the KRR Co-Branded Locations pursuant to the terms set forth herein. The Company agrees to maintain and enforce all Intellectual Property Rights licensed to NFSI pursuant to this Agreement, and to keep all such rights in full force and effect, as Company deems necessary in Company’s sole and absolute discretion in order to permit the operation of the KRR Co-Branded Locations as presently operated. |
| 3. | NFSI shall be permitted to use or sublicense the use of the Intellectual Property Rights in connection with the operation and/or authorization of the operation only of the KRR Co-Branded Locations as listed on Exhibit A hereto pursuant to the terms and conditions of the license agreements between NFSI and the operators of such co-branded locations (“Sub-License Agreements”) and for no other purpose. |
| 4. | NFSI is hereby appointed as Company’s agent with respect to all Sub-License Agreements and NFSI agrees to enforce all of the terms and conditions of the Sub-License Agreements, including but not limited to the maintenance of quality control; provided that in the event of any difference between the provisions of Section 2 of the Sub-License Agreements and the Existing Standards, the maintenance of quality control shall de deemed to require that the sub-licensees maintain the Existing Standards. In this regard, NFSI will conduct periodic inspections of each location to ensure that the Existing Standards are being met and will send reports to Company after such inspections are conducted. |
| 5. | NFSI agrees that the KRR Co-Branded Locations will be operated by NFSI and/or the “Nathan’s Famous” and “Miami Subs” franchisees in compliance with the Existing Standards, and that the KRR Co-Branded Locations will not be permitted to make any changes to the Existing Standards without Company’s prior written consent (which will not be unreasonably withheld or delayed). However, no KRR Co-Branded Locations shall have any obligation to comply with any changes to the Existing Standards proposed or suggested by Company. |
| 6. | As between NFSI and Company, NFSI shall be solely responsible for all franchise support owed to the operators of the KRR Co-Branded Locations, and Company shall have no liability in connection therewith. |
| 7. | The rights granted to NFSI hereunder shall continue for the term of the Sub-License Agreements; provided that nothing shall obligate any particular KRR Co-Branded Location to continue to use the Intellectual Property Rights. If any such location ceases to use the Intellectual Property Rights, the Sub-License Agreement for such location shall be deemed immediately terminated and NFSI shall ensure that the sub-licensee shall terminate its use of the Intellectual Property Rights. |
| 8. | No franchise fees, royalties, product rebates or any other monies shall be due from NFSI (or its operators and suppliers) to Company in connection with the continued operation of the Existing KRR Co-Branded Locations. |
| 9. | The Company, its affiliates, successors and assigns shall have the right to use or license the Intellectual Property Rights at any location throughout the world (“Company Location”) irrespective of whether any such Company Location competes with an Existing KRR Co-Branded Location. |
| 10. | This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law or conflicts of law principles thereof. The parties hereto irrevocably submit to the jurisdiction of the state or Federal courts located in Nassau County, New York in connection with any suit, action or other proceeding arising out of or relating to this agreement and the transactions contemplated hereby (including any claim for injunctive relief), and hereby agree not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this agreement or the subject matter hereof may not be enforced by such courts. |
| 11. | For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. |
Sincerely, NF Roasters Corp. | ||
| | | |
| By: | /s/Derek Chee Seng Chin | |
Name: DEREK CHEE SENG CHIN | ||
| Title: DIRECTOR | ||
| Roasters Asia Pacific (Cayman) Limited | ||
| | | |
| By: | /s/Francis Lee Kok Chuan | |
Name: FRANCIS LEE KOK CHUAN | ||
| Title: DIRECTOR | ||
Accepted and agree to:
Nathan’s Famous Systems, Inc.
By: /s/Wayne Norbitz
Name: WAYNE NORBITZ
Title: PRESIDENT & COO
Nathan’s Famous, Inc.
By: /s/Eric Gatoff
Name: ERIC GATOFF
Title: CEO
Exhibit A
KRR Co-Branded Locations
Host Concept | Location |
| Nathan’s Famous | Lacey Mall, 244 N. Main Street, Lanoka Harbor, NJ |
| Nathan’s Famous | Menlo Park Mall, Edison, NJ |
| Nathan’s Famous | Mall of America, Bloomington, MN |
| Nathan’s Famous | 705 8th Avenue, New York, NY |
| Nathan’s Famous | 1670 Deer Park Ave., Deer Park, NY |
| Nathan’s Famous | Smith Haven Mall, Middle Country Road, Lake Grove, NY |
| Nathan’s Famous | South Shore Mall, 1701 Sunrise Highway, Bay Shore, NY |
| Nathan’s Famous | Hudson Mall, 701 Route 440, Jersey City, NY |
| Nathan’s Famous | 1A Main Street, East Hartford, CT |
| Nathan’s Famous | 121 S. Palm Canyon Drive, Palm Springs, CA |
| Nathan’s Famous | 90-30 Sutphin Blvd., Jamaica, NY |
| Nathan’s Famous | Seton Hall University, S. Orange Ave., S. Orange, NJ |
| Nathan’s Famous | 3380 Hillside Ave., New Hyde Park, NY |
| Nathan’s Famous | 1291 Broadway, Brooklyn, NY |
| Nathan’s Famous | 1625 Boardwalk, Atlantic City, NJ |
| Nathan’s Famous | Queens Center, 90-15 Queens Blvd., Elmhurst, NY |
| Nathan’s Famous | Moorestown Mall, 400 Route 38, Moorestown, NJ |
| Nathan’s Famous | Willowbrook Mall, 1400 Willowbrook Mall, Wayne, NJ |
| Nathan’s Famous | Freehold Raceway Mall, 3710 Route 9, Freehold, NJ |
| Nathan’s Famous | Palms Casino Resort, 4321 W. Flamingo Rd., Las Vegas, NV |
| Nathan’s Famous | Manhattan Mall, 1275 Broadway, New York, NY |
| Nathan’s Famous | Sunrise Mall, 1 Sunrise Hwy, Massapequa, NY |
| Nathan’s Famous | 545 William Floyd Parkway, Shirley, NY |
| Nathan’s Famous | Pembroke Lakes Mall, 11401 Pines Blvd., Pembroke Pines, FL |
| Nathan’s Famous | Orlando Int’l Airport, Landside, Orlando, FL |
| Nathan’s Famous | Plattekill Travel Plaza, Interstate 87, Wallkill, NY |
| Nathan’s Famous | Fort Drum Travel Plaza, Florida Tpke., Okeechobee, FL |
| Nathan’s Famous | MacArthur Center Mall, 300 Monticello Ave., Norfolk, VA |
| Nathan’s Famous | Concord Mills Mall, 8111 Concord Mills Blvd., Charlotte, NC |
| Nathan’s Famous | Leesburg Mall, Leesburg, VA |
| Nathan’s Famous | Orlando Int’l Airport, Delta Terminal, Orlando, FL |
| Nathan’s Famous | White Plains Galleria Mall, White Plains, NY |
| Nathan’s Famous | Paramus Park Mall, Paramus, NJ |
| Nathan’s Famous | Ocean County Mall, Toms River, NJ |
| Nathan’s Famous | Westchester Mall, 125 Westchester Ave., White Plains, NY |
| Nathan’s Famous | Palisades Center, 36-21 Palisades Center Drive, Nyack, New York |
| Nathan’s Famous | Kings Plaza Mall, 5424 Kings Plaza, Brooklyn, NY |
| Nathan’s Famous | 238-19 Linden Blvd., Elmont, NY |
| Nathan’s Famous | Westfield North County, 272 E. Via Rancho Pkwy., Escondido, CA |
| Nathan’s Famous | Philadelphia Outlet Center, 18 Lightcap Rd., Pottstown, PA |
| Nathan’s Famous | Jackson Outlet Center, Jackson, NJ |
| Nathan’s Famous | Penn State Univ., HUB-Robeson Center, University Park, PA |
| Nathan’s Famous | Mall at Steamtown, 300 Lackawanna Ave, Scranton, PA |
| Nathan’s Famous | Lenox Square Mall, 3393 Peachtree Road, Atlanta, GA |
| Nathan’s Famous | Trumbull Mall, Trumbull, CT |
| Nathan’s Famous | Cortland Town Center, 3139 E. Main Street, Mohegan Lake, NY |
| Nathan’s Famous | 1530 Old Country Road, Westbury, NY |
| Nathan’s Famous | Hartsfield Atlanta Int’l Airport, Concourse B, Gate 27, Atlanta, GA |
| Nathan’s Famous | Hartsfield Atlanta Int’l Airport, Concourse D, Gate 21, Atlanta, GA |
| Nathan’s Famous | Hartsfield Atlanta Int’l Airport, Concourse T, Gate 6/7, Atlanta, GA |
| Nathan’s Famous | Newport Center Mall, Jersey City, NJ |
| Nathan’s Famous | 569 Myrtle Avenue, Brooklyn, NY |
| Nathan’s Famous | 251 East 14th Street, New York, NY |
| Nathan’s Famous | Jersey Gardens Mall, Elizabeth, NJ |
| Nathan’s Famous | Brunswick Square Mall, 755 Route 18, East Brunswick, NJ |
| Nathan’s Famous | Monmouth Mall, Route 36 and 35, Eaton Town, NJ |
| Nathan’s Famous | Nanuet Mall, 75 West Route 59, Nanuet, NY |
| Nathan’s Famous | Sawgrass Mall, 12801 W. Sunrise Blvd., Sunrise, FL |
| Nathan’s Famous | Victoria Gardens Mall, 12434 N. Main Street, Rancho Cucamonga, CA |
| Nathan’s Famous | Coastland Center Mall, Naples, FL |
| Nathan’s Famous | Coconut Point Mall, 2311 Fashion Drive, Estero, FL |
| Nathan’s Famous | 166 North 2nd Street, Camden, NJ |
| Nathan’s Famous | 3600 Grand Avenue, Coconut Grove, NJ |
| Nathan’s Famous | Staten Island Ferry, Whitehall Ferry Building, New York, NY |
| Nathan’s Famous | Tanger Deer Park Outlets, Deer Park, NY |
| Nathan’s Famous | 105 West Montauk Highway, Hampton Bays, NY |
| Nathan’s Famous | Meadowlands Xanadu, East Rutherford, NJ |
| Nathan’s Famous | Miami Int’l Airport, Concourse C, Miami, FL |
| Nathan’s Famous | 1310 Surf Avenue, Coney Island, NY |
| Nathan’s Famous | 650 86th Street, Brooklyn, NY |
| Nathan’s Famous | 2290 Central Park Avenue, Yonkers, NY |
| Nathan’s Famous | 3131 Long Beach Road, Oceanside, NY |
| Nathan’s Famous | 229 Broadhollow Road, Farmingdale, NY |
| Nathan’s Famous | Aeropuerto Internacional De LaRomana, Casa De Campo, Santo Domingo, Dominican Republic |
| Nathan’s Famous | Cibao Bowling, Autopista Duarte KM 3 ½, Entrada el Embrujo 111, Santiago, Dominican Republic |
| Nathan’s Famous | Aeropuerto Internacional de Punta Cana, Punta Cana, Dominican Rep. |
| Nathan’s Famous | Aeropuerto Internacional de Santiago, Santiago, Dominican Rep. |
| Nathan’s Famous | Colony Center Mall, Albany, New York |
| Nathan’s Famous | Miami Int’l Airport, Concourse H, Miami, FL |
| Nathan’s Famous | Greensboro Piedmont Airport, Greensboro, NC |
| Nathan’s Famous | JFK Int’l Airport, New Jet Blue Terminal, Queens, NY |
| Nathan’s Famous | Valdosta State University, Valdosta, GA |
| Nathan’s Famous | Melbourne Square Mall, Melbourne, FL |
| Nathan’s Famous | Christiana Mall, Newark, DE |
| Nathan’s Famous | Raleigh-Durham Airport, Raleigh, NC |
| Nathan’s Famous | Tinton Falls Outlet Center, Tinton Falls, NJ |
| Nathan’s Famous | NJ Expo Center, Edison, NJ |
| Nathan’s Famous | Trump Plaza, Atlantic City, NJ |
| Nathan’s Famous | New York New York Casino, Las Vegas, NV |
| Nathan’s Famous | Mariner’s Crossing, Spring Hill, FL |
| Miami Subs | 7301 Overseas Highway, Marathon, FL (MS#4) |
| Miami Subs | 1920 S. Federal Highway, Boynton Beach, FL (MS#9) |
| Miami Subs | 19000 NW 2nd Avenue, North Miami, FL (MS#14) |
| Miami Subs | 661 W. Sunrise Blvd, Ft. Lauderdale, FL (MS#16) |
| Miami Subs | 750 West Sample Road, Pompano Beach, FL (MS#17) |
| Miami Subs | 1198 South State Road 7, North Lauderdale, FL (MS#19) |
| Miami Subs | 4513 Lakeworth Road, Green Acres City, FL (MS#20) |
| Miami Subs | 116 W. Hallandale Beach Blvd., Hallandale, FL (MS#21) |
| Miami Subs | 317 W. Atlantic Blvd., Pompano Beach, FL (MS#22) |
| Miami Subs | 4999 S. State Road 7, Davie, FL (MS#23) |
| Miami Subs | 5875 N.W. 36th Street, Miami, FL (MS#24) |
| Miami Subs | 1851 Broadway, Riviera Beach, FL (MS#27) |
| Miami Subs | 1955 S. State Road 7, Hollywood, FL (MS#28) |
| Miami Subs | 5001 N. University Drive, Lauderhill, FL (MS#30) |
| Miami Subs | 1600 W. 49th Street, Hialeah, FL (MS#33) |
| Miami Subs | 600 N.W. 167th Street, Miami, FL (MS#40) |
| Miami Subs | 2484 N. State Road 7, Lauderdale, Lakes, FL (MS#42) |
| Miami Subs | 3712 W. Columbus Drive, Tampa, FL (MS#44) |
| Miami Subs | 2600 Okeechobee Blvd., West Palm Beach, FL (MS#48) |
| Miami Subs | 7781 Pines Blvd., Pembroke Pines, FL (MS#50) |
| Miami Subs | 888 S. Military Trail, West Palm Beach, FL (MS#52) |
| Miami Subs | 952 North Lake Blvd., Lake Park, FL (MS#60) |
| Miami Subs | 2035 Highway 434, Longwood, FL (MS#61) |
| Miami Subs | 210 SW 40th Avenue, Plantation, FL (MS#76) |
| Miami Subs | 2501 SW 87th Avenue, Miami, FL (MS#90) |
| Miami Subs | 12605 Biscayne Blvd., Miami, FL (MS#104) |
| Miami Subs | 7140 Collins Avenue, Miami Beach, FL (MS#105) |
| Miami Subs | 1099 NW 42nd Ave., Miami, FL (MS#125) |
| Miami Subs | 1101 Washington Avenue, Miami Beach, FL (MS#133) |
| Miami Subs | 1505 S. Federal Highway, Dania, FL (MS#137) |
| Miami Subs | 1420 University Drive, Coral Springs, FL (MS#164) |
| Miami Subs | 4742 North Congress Avenue, Boynton Beach, FL (MS#172) |
| Miami Subs | 641 Route 18 South, East Brunswick, NJ (MS#208) |
| Miami Subs | Ft. Lauderdale Airport, Ft. Lauderdale, FL (MS#212) |
| Miami Subs | Brandsmart/4320 NW 167th Street, North Miami, FL (MS#216) |
| Miami Subs | 6694 NW 186th Street, Hialeah, FL (MS#248) |
| Miami Subs | 819 Lake Worth Ave., Lake Worth, FL 33460 (MS#257) |