Exhibit 10.2 OPTION AGREEMENT THE SOUTH STREET BAKERY, INC.Option Agreement • August 16th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
STATEMENTLicense Agreement • April 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
RECITALSLoan and Security Agreement • April 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
WITNESSETH:Transition Services Agreement • April 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
LEASEAgreement of Lease • August 16th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Iowa
Amnicor, Inc. Nevada | | ------------------------------------------------------ ------------------------------------------------------------------------ | | | | | | | | Masonry Supply Tyree Holding Baker's Pride, Inc. Tulare Holdings, Epic Sports...Amincor, Inc. • April 18th, 2011 • Canned, frozen & preservd fruit, veg & food specialties
ContractStock Purchase Agreement • October 19th, 2010 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2010, by and among HAMMOND INVESTMENTS, LTD., an exempted company incorporated with limited liability in the Cayman Islands (“Hammond”), CAPSTONE SPECIAL PURPOSE FUND, LP, a Delaware limited partnership (“CSPF” and together with “Hammond”, each a “Seller” and collectively the “Sellers”), and AMINCOR, INC., a Nevada corporation (the “Company”).
Exhibit 10.21 AMENDMENT TO THE TRANSITION SERVICES AGREEMENT AMENDMENT, effective as of December 31, 2010 (this "AMENDMENT"), by and among CAPSTONE CAPITAL GROUP I, LLC., a Delaware limited liability company ("CCGI"), CAPSTONE BUSINESS CREDIT, LLC, a...The Transition Services Agreement • April 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • October 29th, 2010 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This Strategic Alliance Agreement (“Agreement”) is entered into and effective as of the 26th day of October, 2010 (the “Effective Date”), by and between Samsung C&T America, Inc. (“Samsung”), a New York corporation with a business address of 1430 Broadway, 22nd Floor, New York, New York 10018, and Epic Sports International, Inc. a Nevada corporation with a business address at 6450 Lusk Blvd., Suite E-204, San Diego, California 92121 (“Epic Sports”). Epic Sports and Samsung are sometimes hereinafter referred to collectively as the “Parties” and individually as “Party”.
AMINCOR, INC. NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • January 26th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), and Imperia Masonry Supply Corp., a Delaware corporation (“Imperia”) to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Imperia in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, Imperia will become a wholly owned subsidiary of the Company.
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), and Klip America, Inc., a Nevada corporation (“Klip”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Klip in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, Klip will become a wholly owned subsidiary of the Company.
EQUIPMENT LEASING AGREEMENTEquipment Leasing Agreement • August 4th, 2010 • Amincor, Inc. • Non-operating establishments
This Equipment Leasing Agreement (the "Agreement") is entered into as of the 9th day of January, 2008 by and between Capstone Business Credit, LLC ("Lessor"), located at 1350 Avenue of the Americas, 24th Floor, New York, New York 10019 and Tulare Frozen Foods, LLC ("Lessee"), located at 650 West Tulare Road, Lindsay, California 93247. Lessor and Lessee are referred to collectively in this Lease as the "Parties."
AMENDMENT TO THE PURCHASE ORDER FINANCING AGREEMENTThe Purchase Order Financing Agreement • January 7th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties
Amendment, effective as of January 17, 2008 (this "Amendment"), by and between Tulare Frozen Foods, LLC (the "Debtor") and Capstone Capital Group I, LLC (the "Secured Party").
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), Tulare Holdings, Inc., a Delaware corporation (“Tulare Holdings”) and its wholly owned subsidiary Tulare Frozen Foods, LLC, a California limited liability company (“Tulare Foods” and together with “Tulare Holdings”, collectively, “Tulare”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Tulare in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, Tulare will become a wholly owned subsidiary of the Company.
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), Baker’s Pride, Inc., a Delaware corporation (“Baker’s Pride”) and its wholly owned subsidiaries The Jefferson Street Bakery, a Delaware corporation (“Jefferson Bakery”) and The Mount Pleasant Street Bakery, a Delaware corporation (“Mount Pleasant Bakery”, and together with “Baker’s Pride” and “Jefferson Bakery”, collectively, “BPI”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of BPI in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, BPI will become a wholly owned subsidiary of the Company.
RECITALSForeclosure, and Release Agreement • January 26th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
PURCHASE ORDER FINANCING AGREEMENT dated as of January 17, 2008 by and between TULARE FROZEN FOODS, LLC as the Debtor and CAPSTONE CAPITAL GROUP I, LLC as the Secured PartyPurchase Order Financing Agreement • January 7th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This PURCHASE ORDER FINANCING AGREEMENT dated as of January ] 7 2008 is entered into by and between TULARE FROZEN FOODS, LLC., a California limited’liability company (the “Debtor”) and CAPSTONE CAPITAL GROUP I, LLC, a Delaware limited liability company (the “Secured Party”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This LOAN AND SECURITY AGREEMENT, is entered into as of January 1, 2010 by and between Tulare Frozen Foods, LLC, a California Limited Liability Company (“Borrower”), and, Amincor, Inc., a Nevada Corporation (“Lender”).
ContractStock Purchase Agreement • October 19th, 2010 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2010, by and among UNIVERSAL APPAREL HOLDINGS, INC., a Delaware corporation (the “Seller”), and AMINCOR, INC., a Nevada corporation (the “Company”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 4th, 2010 • Amincor, Inc. • Non-operating establishments • Nevada
THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of the 30th day of July 2010, by and among Amincor, Inc., a Nevada corporation (“Amincor”), and Tulare Holdings, Inc., a Delaware corporation (“Tulare”), and James E. Fikkert the sole shareholder of Tulare (the “Shareholder”) (collectively referred to as the “Parties”).
ContractAmincor, Inc. • October 29th, 2010 • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EPIC SPORTS INTERNATIONAL, INC. THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
AMINCOR, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 9th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), Tyree Holdings Corp., a Delaware corporation (“Tyree Holdings”) and its wholly owned subsidiaries, Tyree Equipment Corp., a Delaware corporation (“Tyree Equipment”), Tyree Environmental Corp., a Delaware corporation (“Tyree Environmental”) and Tyree Service Corp., a Delaware corporation (“Tyree Service”, and together with “Tyree Holdings”, “Tyree Equipment” and “Tyree Environmental”, collectively, “Tyree”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Tyree in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction,
DISCOUNT FACTORING AGREEMENT BETWEEN CAPSTONE BUSINESS CREDIT, LLC, AS THE FACTOR AND Tulare Frozen Foods, LLC AS THE COMPANYDiscount Factoring Agreement • January 7th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This shall confirm out mutual understanding and agreement that, notwithstanding anything to the contrary contained in the Agreement, all Accounts Receivable of Company arising from Company’s sales to any of the Customers listed on the Schedule A attached hereto (the “Schedule”) and their respective divisions, trade names, affiliates and subsidiaries including, but not limited to, those listed on the Schedule (collectively, the “Selected Customers”; all such Accounts Receivable of Selected Customers being referred to herein as “Selected Customer Accounts”) shall be subject to the following express terms and conditions:
AMENDMENT TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties
AMENDMENT, effective as of October 1, 2010 (this "Amendment"), by and between Tulare Frozen Foods, LLC (the "Borrower") and Amincor, Inc. (the "Lender").
