Does the Aunt Millies Bakeries FDD Item 23 contain any information?

[Item 23: RECEIPT]

ARTICLE 6 CONFIDENTIALITY

§6.1 CONFIDENTIAL INFORMATION. As a result of this Agreement, DISTRIBUTOR may have access to or obtain certain information not available to the general public regarding AUNT MILLIE'S business ("Confidential Information"). DISTRIBUTOR acknowledges that the Confidential Information constitutes valuable trade secrets to AUNT MILLIE'S and DISTRIBUTOR agrees that it shall use AUNT MILLIE'S Confidential Information solely in accordance with the provisions of this Agreement and it will not disclose, or permit the disclosure of same, directly or indirectly, to any third party without AUNT MILLIE'S prior written consent. DISTRIBUTOR agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. However, DISTRIBUTOR has no responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by AUNT MILLIE'S, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by DISTRIBUTOR without use or reference to AUNT MILLIE'S proprietary information or (v) is required to be disclosed pursuant to a

judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, DISTRIBUTOR provides to AUNT MILLIE'S prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.

§6.2 INJUNCTIVE RELIEF. In the event of actual or threatened breach of the provisions of this Article 6, AUNT MILLIE'S will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.

ARTICLE 7 TRANSFER OF RIGHTS

[Item 23: RECEIPT]

The following definitions shall apply for the purposes of this Distribution Agreement:

OUTLETS: As referred to in §1.2, Outlets shall mean all retail stores and all restaurant and institutional accounts which purchase Products by Direct Store Delivery. Outlets shall not be deemed to include, street vendors or any Outlets or parts thereof, including concessions and vending machines therein, serviced by methods other than Direct Store Delivery, or bakery thrift stores established or operated by, or contracted with AUNT MILLIE'S or its affiliates for the primary purpose of selling damaged, stale, off code products, although such bakery thrift stores may also sell any products, fresh or otherwise, which AUNT MILLIE'S or its affiliates, in their sole discretion, deem appropriate to support that purpose.

PRODUCTS: As referred to in §1.3, Products shall mean all fresh baked breads, rolls, muffins, cakes, cookies, pies, bread stuffings, packaged croutons and similar fresh baked products intended to be sold as fresh, and sold under the names and trademarks:

KOEPPLINGER RECIPE SOFT 'N GOOD,

AUNT MILLIE'S PERFECTION PASTRIES

• together with other names and trademarks AUNT MILLIE'S may add from time to time; AUNT MILLIE'S reserves the right to add or delete any Products or Tradenames at any time due to sales, marketing or availability issues.
• together with products purchased from time to time by AUNT MILLIE'S that are compatible with the trademarked products and sold in the Sales Area so long as AUNT MILLIE'S makes those products available;
• together with any similar products manufactured and distributed by AUNT MILLIE'S in non-trademarked wrappings or under private labels owned by third parties; provided that any such private label products shall be only purchased by Distributor and resold as approved and at prices established by the third-party owner of that label.
• together with similar fresh baked product sold under the trade names SUNBEAM AND HILL-BILLY, to the extent those Products are distributed in the Sales Area; except that these rights shall continue only for so long as AUNT MILLIE'S retains the franchise rights to these brand names.

[Item 23: RECEIPT]

Exhibit H(1) Perfection Bakeries, Inc. Security Agreement

PERFECTION BAKERIES, INC. SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement"), is made effective _____________, 20 by and between PERFECTION BAKERIES, INC., d/b/a AUNT MILLIE'S a corporation with its principal office at 350 Pearl Street, Fort Wayne, Indiana 46802 (herein called the "Secured Party") and DISTRIBUTOR'S CORPORATE NAME, with principal office at DISTRIBUTOR'S ADDRESS, (herein called the "Distributor").

W I T N E S S E T H :

In consideration of the premises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

1. GRANT OF SECURITY INTEREST:

[Item 23: RECEIPT]

• 3. RESTRICTED USE: This Agreement shall not be interpreted or construed by either party to authorize or license the LESSOR to use the tradenames or trademarks of AUNT MILLIE'S in any way other than as set forth in paragraphs 1 and 2 above, nor authorize either party to act as agent or employee of the other.
• 4. TERM: LESSOR may terminate this Agreement on thirty (30) days written notice to AUNT MILLIE'S and, in any case, it shall automatically terminate on any termination of the Distribution Agreement previously entered into between the parties or the sale or transfer of the delivery vehicle or all of the Distribution Rights to which that Agreement applies.
• 5. CONSTRUCTION: This Agreement shall, in all respects, be governed by and construed in accordance with the laws of the State of Indiana, without respect to choice of law rules.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

PERFECTION BAKERIES, INC. (DISTRIBUTOR'S CORP)

By:_________________________ By:_______________________ President President

Exhibit F Buy Back Agreement

PERFECTION BAKERIES, INC. BUY BACK AGREEMENT

[Item 23: RECEIPT]

Exhibit G Computer Equipment Use Agreement

PERFECTION BAKERIES, INC. COMPUTER EQUIPMENT USE AGREEMENT

THIS COMPUTER EQUIPMENT USE AGREEMENT ("Agreement") is made effective on ______, 20, by and between PERFECTION BAKERIES, INC., d/b/a AUNT MILLIE'S, INC., a corporation with its principal office at 350 Pearl Street, Fort Wayne, Indiana 46802 (herein referred to as "AUNT MILLIE'S") and [DISTRIBUTOR'S NAME], residing at [DISTRIBUTOR'S ADDRESS], (herein referred to as "DISTRIBUTOR"). AUNT MILLIE'S and DISTRIBUTOR agree as follows**:**

[Item 23: RECEIPT]

• iii. receipt by AUNT MILLIE'S of the Offeror's and Offeror's controlling shareholder's current financial statements and such additional information as is relevant concerning the Offeror's and Offeror's controlling shareholder's financial condition, health, credit, driving record, and other matters reasonably appropriate to AUNT MILLIE'S' determination. If the contemplated sale or transfer is not a bona fide transfer for value, the price to be paid by AUNT MILLIE'S shall be the fair market value of the Distribution Rights at the time of receipt of such notice of intent. If AUNT MILLIE'S right of approval and right of first refusal expire as provided above DISTRIBUTOR may consummate the transfer to the Offeror on the terms of the Offer.
• §7.2 SALE OF STOCK: The transfer of a controlling interest in Distributor shall be deemed a transfer of the Distribution Rights and shall be subject to all of the terms and conditions of this Article 7.
• §7.3 PROCEEDS: Any sale shall be for the account of DISTRIBUTOR, and the proceeds of the sale, after deducting therefrom any monies owed by DISTRIBUTOR to AUNT MILLIE'S, a reasonable reserve against open accounts, all reasonable costs and expenses in connection with the sale (including without limitation the cost of removing any off code or damaged Products in DISTRIBUTOR'S Sales Area) and the satisfying of any outstanding debts, liens, security interests, legal fees and similar expenses, shall be turned over to DISTRIBUTOR.
• §7.4 TRANSFER DOCUMENTS: In the event of a sale or transfer by or for the account of DISTRIBUTOR as described in this Article 7, DISTRIBUTOR shall execute an appropriate bill of sale to the purchaser, and a general release terminating, canceling and surrendering DISTRIBUTOR'S rights under this Agreement and releasing any and all claims against AUNT MILLIE'S and its officers, directors, shareholders, employees, successors and assigns arising under or out of this Agreement, and AUNT

[Item 23: RECEIPT]

Products shall not include products distributed by AUNT MILLIE'S under any other names or trademark other than those listed above or added from time to time, products intended to be sold as frozen or refrigerated, unbranded, plain wrapped, or damaged, stale, or off code products or product produced to supplement bakery thrift store inventory to facilitate a thrift recovery system.

Perfection Bakeries, Inc.

350 Pearl Street Fort Wayne, Indiana 46802

SCHEDULE "C"

Independent Operator Special Charge Schedule

Special Delivery Fee: $60 per hour, when personnel and truck are available

(Special Deliveries made by Company, instances where customer demands product and I.O. cannot or will not

make the delivery)

Truck Drop Shipment Fee: $30 per hour

Short-Term Company Route Relief Fee: $275 per day, when personnel available

Settlement Inventory

Report Failure:

$300 per occurrence (for Quarterly Inventory Settlement

Only)

Special and/or

Short-Term

Merchandising Fee:

$40 per hour, when personnel available

(When Company personnel is needed to help merchandise at an I.O.'s request, or in instance where customer demands merchandising and I.O. cannot or will not provide service)

Misc. Equipment: At Current Cost

(Company will sell additional equipment at cost, i.e., hand

carts, price guns, etc. Subject to availability)

Replacement Statements: $1.50 each with a $5.00 minimum charge, not to exceed an

aggregate of $65.00 per calendar year

Unfinalized Invoice

Fee:

$130 per occurrence

(Applicable only when an I.O. fails to finalize an invoice leading to one or more invoices being automatically voided)

Other: Items such as fuel costs, truck rental, toll fees.

SCHEDULE "D"

EQUITY PAYMENT SCHEDULE

[Item 23: RECEIPT]

ARTICLE 3 SALE OF PRODUCTS

• §3.1 TITLE: All Products will be sold to DISTRIBUTOR absolutely, and title to and risk of loss of, the Products shall pass to DISTRIBUTOR upon delivery in accordance with §3.2 below.
• §3.2 DELIVERY: Except as otherwise provided herein, AUNT MILLIE'S agrees to sell and deliver to DISTRIBUTOR, and DISTRIBUTOR agrees to buy and accept, at such location as AUNT MILLIE'S may from time to time reasonably designate or approve, sufficient quantities of the Products to adequately and properly supply the Outlets in the Sales Area. AUNT MILLIE'S agrees to use commercially reasonable efforts to fill DISTRIBUTOR'S orders in a reasonable and timely fashion. In case of strike, shortage of materials, breakdown or other cause, AUNT MILLIE'S reserves the right to fill orders on such reasonable basis as circumstances then permit. AUNT MILLIE'S and DISTRIBUTOR recognize that cuts and pluses and, on rare occasions, cancellations of deliveries, in whole or in part, are an unavoidable aspect of fresh baked goods production. In the event of pluses, DISTRIBUTOR agrees to use best efforts to effect the sale of the additional product.

AUNT MILLIE'S further agrees to repurchase at DISTRIBUTOR'S cost, and give full credit for, any damaged or off code Product which is not damaged or off code by reason of DISTRIBUTOR'S negligence, and which has been promptly returned to a reasonable location designated by AUNT MILLIE'S in accordance with AUNT MILLIE'S' then current stale and damage repurchase policy. AUNT MILLIE'S reserves the right to make reasonable amendments to such stale and damage repurchase policy from time to time.

• §3.3 TERMS: Products will be sold to DISTRIBUTOR on terms and prices established by AUNT MILLIE'S from time to time.

• §3.4 SETTLEMENT OF ACCOUNT: On or before Friday of each week, the parties agree to settle their accounts for all Products delivered to DISTRIBUTOR during the preceding week, acknowledging DISTRIBUTOR'S credit for any off code or damaged Products repurchased in accordance with §3.2 above, and receivables purchased pursuant to §3.5, below.

The profit margins on the Products sold by DISTRIBUTOR will be established by AUNT MILLIE's and are subject to change at any time..

[Item 23: RECEIPT]

§8.2 CHANGE IN DELIVERY METHOD: In the event any Outlet makes the determination to require delivery or merchandising of the Products by any method other than Direct Store Delivery, and so informs AUNT MILLIE'S or DISTRIBUTOR, AUNT MILLIE'S shall thereafter be permitted to sell Products directly to such Outlet, which action shall not be deemed to violate DISTRIBUTOR'S rights hereunder and DISTRIBUTOR shall not be entitled to any proceeds derived from such service by AUNT MILLIE'S. For example, if an Outlet desires to merchandise Products itself or through a third party other than DISTRIBUTOR for any reason and so informs AUNT MILLIE'S, it shall not be a breach of this Agreement if AUNT MILLIE'S thereafter sells Products directly to such Outlet. Further, DISTRIBUTOR shall not be entitled to any compensation from AUNT MILLIE'S in such instance. However, DISTRIBUTOR shall continue to own those Distribution Rights associated with such an Outlet. Using the previous example, if said Outlet desires to reinstate merchandising of Products through AUNT MILLIE'S, then DISTIBUTOR shall have the exclusive right to provide those services on AUNT MILLIE'S behalf to such Outlet.

ARTICLE 9 TERMINATION

• §9.1 BREACH: Except as set forth in this Article, or upon the sale or transfer of all of the DISTRIBUTOR'S Distribution Rights, this Agreement shall not be terminated or canceled, provided DISTRIBUTOR carries out the terms hereof. In the event DISTRIBUTOR breaches any obligations or covenants under this Agreement, AUNT MILLIE'S may terminate the Agreement as set forth below.
• §9.2 NON-CURABLE BREACH: If the breach by DISTRIBUTOR involves criminal activity, threatens public health or safety, constitutes an abandonment of any portion

Source: Item 23 — RECEIPT (FDD pages 44–196)