4,000,000 Units Atlantic Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2017 • Atlantic Acquisition Corp. • Blank checks • New York
The undersigned, Atlantic Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2018 • HF Foods Group Inc. • Wholesale-groceries & related products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of August, 2018, by and among HF Food Group, Inc., formerly known as Atlantic Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Stockholder on the signature page hereto (each, an “Stockholder” and collectively, the “Stockholders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 28th, 2017 • Atlantic Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2017, by and between Atlantic Acquisition Corp., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • August 11th, 2017 • Atlantic Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 8, 2017 between Atlantic Acquisition Corp., a Delaware corporation, with offices at 1250 Broadway, 36th Floor, New York, NY 10001 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
13305085v8 3/30/2022 11:07 AM 1075.279 THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2022 among HF FOODS GROUP INC., B&R GLOBAL HOLDINGS, INC. and certain of their Affiliates The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A.,...Credit Agreement • April 1st, 2022 • HF Foods Group Inc. • Wholesale-groceries & related products • Illinois
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2017 • Atlantic Acquisition Corp. • Blank checks • New York
This Agreement is made as of August 8, 2017 by and between Atlantic Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 11, 2023 between HF FOODS GROUP INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentPreferred Stock Rights Agreement • April 12th, 2023 • HF Foods Group Inc. • Wholesale-groceries & related products • Delaware
On April 11, 2023, the Board of Directors (the “Board”) of HF Foods Group Inc. (the “Company”) authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company to stockholders of record as of the close of business on April 24, 2023 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company at an exercise price of $19.50 (the “Exercise Price”), subject to adjustment. The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of April 11, 2023, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 28th, 2017 • Atlantic Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [________], 2017 (“Agreement”), by and among ATLANTIC ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company (the “Escrow Agent”).
MERGER AGREEMENT dated June 21, 2019 by and among HF Foods Group Inc., a Delaware corporation as the Parent,Merger Agreement • June 25th, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products • New York
This MERGER AGREEMENT (the “Agreement”), dated as of June 21, 2019, by and among HF Foods Group Inc., a Delaware corporation (the “Parent”), B&R Merger Sub Inc., a Delaware corporation (the “Purchaser”), B&R Global Holdings, Inc., a Delaware corporation (the “Company”), the stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”), and Xiao Mou Zhang, an individual, as the representative of the Stockholders (the “Stockholders’ Representative”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2018 • HF Foods Group Inc. • Wholesale-groceries & related products • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2018, by and among HF GROUP HOLDING CORPORATION a Delaware corporation having its principal executive offices in Greensboro, NC (the “Company”), and CHAN SIN WONG (“Executive”).
2- WHEREAS, the Existing Borrowers have informed the Administrative Agent and the Lenders that HF Industrial intends to convert to a North Carolina corporation and, in connection therewith, Han Feng would own 55% of the Equity Interests of HF...Credit Agreement • January 4th, 2022 • HF Foods Group Inc. • Wholesale-groceries & related products • Illinois
Atlantic Acquisition Corp. New York, NY 10001Underwriting Agreement • July 28th, 2017 • Atlantic Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlantic Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), and one right to receive one-tenth (1/10) of a share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
CREDIT AGREEMENT by HAN FENG, INC., NEW SOUTHERN FOOD DISTRIBUTORS, INC. KIRNLAND FOOD DISTRIBUTION, INC.Credit Agreement • April 24th, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products • New York
CREDIT AGREEMENT, dated as of April 18, 2019 (this "Agreement"), by and between HAN FENG, INC., a North Carolina corporation having its principal place of business at 6001 West Market Street, Greensboro, North Carolina 27409, and NEW SOUTHERN FOOD DISTRIBUTORS, INC., a Florida corporation having its principal place of business at 601 S.W. 33rd Avenue, Ocala, Florida 34474, and KIRNLAND FOOD DISTRIBUTION, INC., a Georgia corporation having its principal place of business at 36 Enterprise Boulevard, Atlanta, Georgia 30336 (each a "Borrower" and together the "Borrowers"), HF FOODS GROUP INC., a publicly listed Delaware corporation having its principal place of business at 6001 West Market Street, Greensboro, North Carolina 27409 ("HF Foods Group"), and EAST WEST BANK, 535 Madison Avenue, 8th Floor, New York, New York 10022 (referred to herein as the "Bank").
LOAN AGREEMENTLoan Agreement • April 1st, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products • Florida
This Agreement dated as of February 26, 2018, is between Bank of America, N.A. (the "Bank") and NEW SOUTHERN FOOD DISTRIBUTORS, INC. (the "Borrower).
LOAN PURCHASE AND SALE AGREEMENTLoan Purchase and Sale Agreement • October 4th, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products • North Carolina
Guaranty Agreement dated March 1, 2019, by Zhou Min Ni, Guarantor, for benefit of Feilong Trading Inc., as Obligor, in favor of HF Group Holding Corp.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 21st, 2020 • HF Foods Group Inc. • Wholesale-groceries & related products • California
This MEMBERSHIP INTEREST pURchase Agreement (this “Agreement”) is made and effective as of January 17, 2020, by and among B&R GLOBAL HOLDINGS, INC., a Delaware corporation (“Buyer”), B&R GROUP REALTY HOLDING LLC, a Delaware limited liability company (“Seller”), and B & R REALTY, LLC, a California limited liability company; LUCKY REALTY, LLC, a California limited liability company; GENSTAR REALTY, LLC, a California limited liability company; MURRAY PROPERTIES, LLC, a Utah limited liability company; FORTUNE LIBERTY, LLC, a Utah limited liability company; HARDIN ST PROPERTIES, LLC, a Montana limited liability company; LENFA FOOD, LLC, a Colorado limited liability company; A & KIE, LLC, an Arizona limited liability company; BIG SEA REALTY, LLC, a Washington limited liability company (each a “Company”, and together the “Companies”).
2- WHEREAS, Administrative Agent and Required Lenders have agreed to the foregoing, on the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the Credit Agreement and this...Credit Agreement • October 31st, 2022 • HF Foods Group Inc. • Wholesale-groceries & related products
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products
This Fourth Amendment to Credit Agreement dated as of July 18, 2017 (the "Fourth Amendment"), is made between HAN FENG, INC., a North Carolina corporation having its principal place of business at 6001 West Market Street, Greensboro, North Carolina 27409 (the "Borrower"), and EAST WEST BANK, 535 Madison Avenue, 8th Floor, New York, New York 10022 (referred to herein as the "Bank").
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products • New York
This Amendment to Credit Agreement dated as of May 21, 2013 (this "Amendment"), by and between HAN FENG, INC., a North Carolina corporation having its principal place of business at 6001 West Market Street, Greensboro, North Carolina 27409 (the "Borrower"), and EAST WEST BANK, 535 Madison Avenue, 8th Floor New York, New York 10022 (referred to herein as the "Bank").
ContractVersion Separation Agreement • March 16th, 2021 • HF Foods Group Inc. • Wholesale-groceries & related products
HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan Restricted Stock Agreement 19031000.1 PG-170-2 2 4. Vesting. Except as provided below and subject to the Awardee’s continued service with the Company for the applicable vesting period, the shares...HF Foods Group Inc. • June 15th, 2021 • Wholesale-groceries & related products
ContractNoncompetition and Nonsolicitation Agreement • January 4th, 2022 • HF Foods Group Inc. • Wholesale-groceries & related products • Delaware
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 9th, 2024 • HF Foods Group Inc. • Wholesale-groceries & related products • Illinois
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of February 6, 2024, by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corporation ("B&R"), RONGCHENG TRADING, LLC, a California limited liability company ("Rongcheng"), CAPITAL TRADING, LLC, a Utah limited liability company ("Capital"), WIN WOO TRADING, LLC, a California limited liability company ("Win Woo"), R & C TRADING L.L.C., an Arizona limited liability company ("R & C"), GREAT WALL SEAFOOD LA, LLC, a California limited liability company ("Great Wall"), B & L TRADING, LLC, a Washington limited liability company ("B & L"), MOUNTAIN FOOD, LLC, a Colorado limited liability company ("Mountain"), MIN FOOD INC., a California corporation ("Min Food"), MONTEREY FOOD SERVICE, LLC, a California limited liability company ("Monterey"), HAN FENG, INC., a North Carolina corporation ("Han Feng"), NEW SOUTHERN FOOD DISTRIBUTORS, INC., a F
Contract1 Stock Purchase Agreement • June 1st, 2021 • HF Foods Group Inc. • Wholesale-groceries & related products • Delaware
B&R GLOBAL HOLDINGS, INC.Victor Lee Restriction Agreement • November 9th, 2020 • HF Foods Group Inc. • Wholesale-groceries & related products • California
B&R Global Holdings, Inc., a Delaware corporation (the “Company”), is pleased to extend an offer of at-will employment to you based on the general terms and conditions set forth in this letter agreement. The term “Company” as used herein with respect to all of your obligations hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
WAREHOUSE LEASE AGREEMENTLease Agreement • April 1st, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products
THIS LEASE AGREEMENT ("Lease," "Agreement" and/or "Lease Agreement") IS MADE AND ENTERED INTO this 7th day of January, 2019 by and between Yoan Chang Trading (hereinafter referred to as "Lessor") and Kirnland Food Service (hereinafter referred to as "Lessee").
ContractAnd Nonsolicitation Agreement • April 25th, 2022 • HF Foods Group Inc. • Wholesale-groceries & related products • Delaware
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • August 27th, 2018 • HF Foods Group Inc. • Wholesale-groceries & related products • New York
This ESCROW AGREEMENT (the “Agreement”), dated as of August 22, 2018 by and among Loeb & Loeb LLP, as escrow agent (the “Escrow Agent”), Atlantic Acquisition Corp. (the “Purchaser” or the “Parent”) and Ni, Zhou Min (the “Stockholders’ Representative”) as the representative of the stockholders of HF Group Holding Corporation (the “Company”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 12th, 2024 • HF Foods Group Inc. • Wholesale-groceries & related products • Delaware
This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 11, 2024, by and between HF Foods Group Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Rights Agent”). The Company and the Rights Agent are referred to individually herein as a “Party” and collectively herein as “Parties.” All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement dated as of April 11, 2023, by and between the Company and the Rights Agent (the “Rights Agreement”).
HF FOODS GROUP INC 19317 - 19319 ARENTH AVENUE, CITY OF INDUSTRY, CAHF Foods Group Inc. • November 9th, 2020 • Wholesale-groceries & related products
This will serve as an amendment to the “Kong Hian aka Victor Lee At-Will Employment Agreement” Dated December 6, 2019 (the “Employment Contract”) by and between you, HF Foods Group Inc. (the “Company”) and B&R Global Holdings, Inc. The terms of that agreement are hereby amended as follows:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products • New York
This Second Amendment to Credit Agreement dated as of December 10 , 2013 (this "Amendment"), by and between HAN FENG, INC., a North Carolina corporation having its principal place of business at 6001 West Market Street, Greensboro, North Carolina 27409 (the "Borrower"), and EAST WEST BANK, 535 Madison Avenue, New York, New York 10022 (referred to herein as the "Bank").
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 11th, 2017 • Atlantic Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of August 8, 2017 (“Agreement”), by and among ATLANTIC ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
MUTUAL RESCISSION AGREEMENTMutual Rescission Agreement • April 7th, 2020 • HF Foods Group Inc. • Wholesale-groceries & related products • Delaware
This MUTUAL RESCISSION AGREEMENT (“Agreement”) is entered into as of April 1, 2020, by and between HF FOODS GROUP INC., a Delaware corporation (“HFFG”); and the HFFG Shareholders who subscribe to this Agreement, and their assigns, collectively referred to as the “Rescinding Shareholders”.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • HF Foods Group Inc. • Wholesale-groceries & related products
This Third Amendment to Credit Agreement dated as of July 1, 2016 (the "Third Amendment"), is made between HAN FENG, INC., a North Carolina corporation having its principal place of business at 6001 West Market Street, Greensboro, North Carolina 27409 (the "Borrower"), and EAST WEST BANK, 535 Madison Avenue, 8th Floor, New York, New York 10022 (referred to herein as the "Bank").
AMENDED AND RESTATED BY-LAWSHF Foods Group Inc. • November 4th, 2022 • Wholesale-groceries & related products
