STATEMENTSStock Purchase Agreement • February 4th, 2002 • Bionova Holding Corp • Agricultural services
EXHIBIT B --------------------------------------------------------------------- ----------- PURCHASE AGREEMENT by and between BIONOVA HOLDING CORPORATION, BIONOVA INTERNATIONAL, INC. and SAVIA, S.A. DE C.V. December 28, 2000 TABLE OF CONTENTSPurchase Agreement • December 17th, 2001 • Bionova Holding Corp • Agricultural services • Delaware
RECITALSStock Purchase Agreement • October 21st, 1997 • Dnap Holding Corp • Agricultural services
EXHIBIT 10.8 AGREEMENT FOR THE SALE OF SHARES IN RIJNHOUT FOOD GROUP B.V. The undersigned: 1. The private company with limited liability HOUDSTERMAATSCHAPPIJ C.J. RIJNHOUT B.V., established in Zwijndrecht but maintaining offices in 2291 XJ Barendrecht...Dnap Holding Corp • November 14th, 1996 • Agricultural services
EXHIBIT 10.14 AMENDMENT TO GOVERNANCE AGREEMENT This Amendment to Governance Agreement, dated as of January 14, 1999 (this "Amendment"), is entered into by and among Empresas La Moderna, S.A. de C.V., a corporation organized under the laws of the...Governance Agreement • March 29th, 1999 • Dnap Holding Corp • Agricultural services
STOCK PURCHASE AGREEMENTNote • October 21st, 1997 • Dnap Holding Corp • Agricultural services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 21st, 1997 • Dnap Holding Corp • Agricultural services • Arizona
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • September 5th, 2003 • Bionova Holding Corp • Agricultural services • Arizona
BIONOVA PRODUCE, INC., an Arizona corporation (“Bionova”), R.B. PACKING OF CALIFORNIA, INC., a California corporation (“RB”), BIONOVA PRODUCE OF TEXAS, INC., a Texas corporation (“BT”) (collectively, jointly and severally the “Borrower”), and WELLS FARGO CREDIT, INC., a Minnesota corporation (the “Lender”), hereby agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 5th, 2003 • Bionova Holding Corp • Agricultural services • Delaware
This Agreement made and entered into as of this day of , 2003, by and between Bionova Holding Corporation, a Delaware corporation (the “Company”), and l (“Indemnitee”), who is currently serving or has been requested to serve the Company in the capacity of a director and/or officer thereof;
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 14th, 1998 • Dnap Holding Corp • Agricultural services • Delaware
EXCHANGE AND STOCK ISSUANCE AGREEMENTExchange and Stock Issuance Agreement • March 29th, 2004 • Bionova Holding Corp • Agricultural services • New York
This EXCHANGE AND STOCK ISSUANCE AGREEMENT (this "Agreement") is dated as of March 29, 2004, by and between BIONOVA HOLDING CORPORATION, a Delaware corporation ("Bionova") and SAVIA, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States ("Savia").
AGREEMENT IN PRINCIPLEAgreement in Principle • March 8th, 2004 • Bionova Holding Corp • Agricultural services • New York
This AGREEMENT IN PRINCIPLE (this "Agreement") is dated as of February 2, 2004, by and between BIONOVA HOLDING CORPORATION, a Delaware corporation ("Bionova") and SAVIA, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States ("Savia").
WITNESSETHLong Term Funded Research Agreement • March 29th, 1999 • Dnap Holding Corp • Agricultural services • California
BACKGROUND ----------Governance Agreement • October 11th, 1996 • Bionova U S Inc • Agricultural services • Delaware
RECITALSForm of Rights Agreement • April 21st, 1999 • Dnap Holding Corp • Agricultural services • Delaware
BACKGROUNDTermination of Stock Purchase Agreement • January 12th, 2001 • Bionova Holding Corp • Agricultural services • Delaware
FUNDING AGREEMENTFunding Agreement • January 12th, 2001 • Bionova Holding Corp • Agricultural services • Delaware
ContractTransfer Agreement of Equity • September 5th, 2003 • Bionova Holding Corp • Agricultural services
TRANSFER AGREEMENT OF EQUITY PARTICIPATIONS (HEREINAFTER THE “AGREEMENT), EXECUTED BY (i) AGROMOD, S.A. DE C.V. REPRESENTED BY MR. JOSE LUIS MARTINEZ GONZALEZ (HEREINAFTER “AGROMOD”), AND BIONOVA HOLDING CORPORATION REPRESENTED BY MR. JOSE MANUEL GARCIA GARCIA (HEREINAFTER “BIONOVA USA”, AND JOINTLY WITH AGROMOD, THE “TRANSFERORS”), TECNOLOGIA APLICADA EN PROCESOS, S. DE R.L. DE C.V. (HEREINAFTER “TAP”), HEREBY REPRESENTED BY MR CARLOS GERARDO MAHUAD MENDEZ; (iii) AGROBIONOVA, S.A. DE C.V. REPRESENTED BY MR. FIDEL HOYOS PESCADOR (HEREINAFTER “AGROBIONOVA”); (iv) PROMO-TOW, S. DE R.L. DE C.V. (HEREINAFTER “PROMOTOW”), REPRESENTED BY ITS LEGAL REPRESENTATIVE MR. NICOLAS VILLAREAL MARTINEZ, AND (v) GRUPO METALSA, S.A. DE C.V. (HEREINAFTER “GRUPO METALSA)”, REPRESENTED BY ITS LEGAL REPRESENTATIVE MR. NICOLAS VILLAREAL MARTINEZ AND JOINTLY WITH PROMOTOW, (THE “ASSIGNEES”), AGREEMENT THAT IS BOUND AND EXECUTED ACCORDING TO THE FOLLOWING RECITALS AND STATEMENTS:
EXHIBIT 10.13 AMENDMENT TO STOCK PURCHASE AGREEMENT This Amendment to Stock Purchase Agreement, dated as of January 14, 1999 (this "Amendment"), is entered into by and among Bionova International, Inc., a Delaware corporation ("Investor"), and DNAP...Stock Purchase Agreement • March 29th, 1999 • Dnap Holding Corp • Agricultural services
CONFORMED COPY] NOTE ACQUISITION AGREEMENTNote Acquisition Agreement • March 29th, 1999 • Dnap Holding Corp • Agricultural services • New York
Exhibit 10.2 CASH SUPPORT AGREEMENT CASH SUPPORT AGREEMENT (this "Agreement"), dated as of December 28, 2000, between Bionova Holding Corporation, a Delaware corporation ("Bionova"), and Savia, S.A. de C.V., a corporation organized under the laws of...Cash Support Agreement • January 12th, 2001 • Bionova Holding Corp • Agricultural services • Delaware
CHATTEL MORTGAGE AGREEMENT executed on November 1st of 2001 by: (1) RICARDO BON ECHAVARRIA, on his own right and representing misters CARLOS BON ECHAVARRIA, OSCAR BON ECHAVARRIA, and LUIS GUILLERMO ECHAVARRIA DE LA VEGA (hereinafter jointly known as...Chattel Mortgage Agreement • February 4th, 2002 • Bionova Holding Corp • Agricultural services
ContractPurchase Agreement • February 20th, 2004 • Bionova Holding Corp • Agricultural services
PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN DESARROLLO CONSOLIDADO DE NEGOCIOS, S.A. DE C.V., THE SELLER, (HEREINAFTER REFERRED TO AS “DCN”) REPRESENTED BY MR. GUSTAVO ADOLFO ROMO GARZA; AND MR. ALEJANDRO GARZA LAGUERA, THE BUYER, (HEREINAFTER REFERRED TO AS “BUYER”), IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Form of Rights Agreement by and between DNAP Holding Corporation and The Bank of New York Company, Inc. as rights agent (including form of right certificate) 4.2 Form of Letter to...Exhibit Index • April 21st, 1999 • Dnap Holding Corp • Agricultural services
Exhibit No. Description ----------- ----------- 4.1 Form of Rights Agreement by and between DNAP Holding Corporation and The Bank of New York Company, Inc. as rights agent (including form of right certificate) 4.2 Form of Letter to Stockholders 4.3 Form of Rights Certificate 4.4 Form of Instructions for Rights Certificate 4.5 Form of Letter to Brokers 4.6 Form of Letter to Clients 4.7 Form of Notice of Guaranteed Delivery 4.8 Form of Letter to Foreign Stockholders 4.9 Form of Guidelines to Form W-9 5 Opinion of Thompson & Knight, P.C. 23.1 Consent of Thompson & Knight, P.C. (included in Exhibit 5) 23.2 Consent of independent accountants 24 Power of Attorney (included on signature page)
NOTE: THIS DOCUMENT IS AN ENGLISH-LANGUAGE SUMMARY OF AN ORIGINAL DOCUMENT IN THE SPANISH LANGUAGE. SOME PROVISIONS HAVE BEEN COMPLETELY TRANSLATED; OTHERS HAVE BEEN ABRIDGED TO SUMMARIZE THE CONTENT WITHOUT PROVIDING A VERBATIM TRANSLATION. AGREEMENT...Note • October 21st, 1997 • Dnap Holding Corp • Agricultural services
EXHIBIT C AGREEMENT TO BE BOUND Reference is hereby made to that certain Purchase Agreement dated as of December 28, 2000 by and between Bionova Holding Corporation, a Delaware corporation ("BHC"), Bionova International, Inc., a Delaware corporation...Bionova Holding Corp • December 17th, 2001 • Agricultural services
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTSCredit and Security Agreement and Waiver of Defaults • September 5th, 2003 • Bionova Holding Corp • Agricultural services
This Amendment, dated as of June 13, 2003, is made by and between BIONOVA PRODUCE, INC., an Arizona corporation (“Bionova”), R.B. PACKING OF CALIFORNIA, INC., a California corporation (“RB”), BIONOVA PRODUCE OF TEXAS, INC., a Texas corporation (“BT”) (collectively, jointly and severally the “Borrower”), and WELLS FARGO CREDIT, INC., a Minnesota corporation (the “Lender”).
