B&D Food Corp. Sample Contracts

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ARTICLE 1 DEFINITIONS AND INTERPRETATION
Stock Purchase Agreement • April 29th, 2005 • Reii Inc • Optical instruments & lenses • Florida
REII INCORPORATED AND SUBSIDIARIES ____________________________________________________________________________
Reii Incorporated and Subsidiaries • August 12th, 2002 • Reii Inc • Optical instruments & lenses
SHARE (QUOTAS) PURCHASE AND SALE AGREEMENT
Share (Quotas) Purchase and Sale Agreement • May 20th, 2009 • B&D Food Corp. • Miscellaneous food preparations & kindred products

CASTROL LLC., duly formed in November 12, 2008, with its constitution document under authentication nº 6962552, granted by the Secretary of the State of Delaware, in the United States of America (U.S.A.), with registered Office and registered agent with domicile at Greentree Drive, nr. 160, room 101, Dover, County of Kent, in the State of Delaware, U.S.A., 19904, being here represented by its attorney Mr. EDISON CARMAGNANI, Brazilian, married, entrepreneur, National Identity Card Holder RG nr. 2.256.983 SSP/SP, enrolled in the Brazilian Internal Revenue Service Registration CPF/MF as nr. 063.543.788-00, with resident and domicile at 482 Bartira Street, ap. 131, Perdizes, in the city of São Paulo, São Paulo State, ZIP code 05009-000 from now on called SELLER or CASTROL, and

PRIVATE INSTRUMENT OF QUOTAHOLDERS AGREEMENT OF
Private Instrument Of • May 20th, 2009 • B&D Food Corp. • Miscellaneous food preparations & kindred products
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 29th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 28, 2008, is by and between SBKF Investments, Ltd., a corporation formed pursuant to the laws of England, having an office at Unit 150 Imperial Court Exchange Street East, L2 3AB, Liverpool, UK ("Purchaser"), and B&D FOOD CORP., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 575 Madison Avenue, Suite 1006, New York, NY 10027-2511 United States ("Seller") (collectively, the "Parties").

FIRST AMENDMENT TO B&D FOOD CORPORATION PREFERRED SHARE SUBSCRIPTION AGREEMENT
Preferred Share Subscription Agreement • November 19th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this "Agreement") is made as of November 19, 2008, by and among B&D Food Corporation, a corporation organized under the laws of Delaware ("BDFC"), and Daniel Ollech, Jacques Ollech and Mark Radom, each an individual residing in Israel (the "Purchasers").

CONTRACT FOR MANAGEMENT SERVICES
B&D Food Corp. • November 14th, 2006 • Miscellaneous food preparations & kindred products
AMENDMENT TO PROMISSORY NOTE
Promissory Note • November 19th, 2010 • Latteno Food Corp • Miscellaneous food preparations & kindred products

This Amendment is made on October 1, 2010 (the “Amendment”) by and between Latteno Food Corp. (formerly, B&D Food Corp.), a Delaware corporation (the “Company”), and Seth Farbman (the “Purchaser”).

B&D FOOD CORPORATION PREFERRED SHARE SUBSCRIPTION AGREEMENT
Preferred Share Subscription Agreement • September 29th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of September 28, 2008, by and among B&D Food Corporation, a corporation organized under the laws of Delaware ("BDFC"), and Daniel Ollech, Jacques Ollech and Mark Radom, each an individual residing in Israel (the "Purchasers").

CONFIRMING TERM BY THE PARTIES OF THE CLOSING DATE
Lease and Other Agreements Contract • March 31st, 2006 • B&D Food Corp. • Miscellaneous food preparations & kindred products
LEASE AGREEMENT
Lease Agreement • April 15th, 2009 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

This Lease Agreement ("Lease Agreement") is dated for reference as of September 26, 2008, between SBKF Investments, Ltd., a corporation formed pursuant to the laws of England, having an office at Unit 150 Imperial Court Exchange Street East, L2 3AB Liverpool, UK ("Lessor") and B&D FOOD CORP., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 575 Madison Avenue, Suite 1006, New York, NY 10027-2511 United States ("Lessee")

LEASE AGREEMENT
Lease Agreement • November 19th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

This Lease Agreement ("Lease Agreement") is dated for reference as of September 26, 2008, between SBKF Investments, Ltd., a corporation formed pursuant to the laws of England, having an office at Unit 150 Imperial Court Exchange Street East, L2 3AB Liverpool, UK ("Lessor") and B&D FOOD CORP., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 575 Madison Avenue, Suite 1006, New York, NY 10027-2511 United States ("Lessee")

SHAREHOLDERS' AGREEMENT dated as of 24th January 2008 among B&D FOOD CORP. and NICOLA DEVELOPMENT and JOÃO GILBERTO CODOGNOTTO and FLAXMAN TRADING S.A. (BVI)
Shareholders' Agreement • January 28th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

THIS SHAREHOLDERS' AGREEMENT is entered into as of this 24th day of January 2008, by and among B&D Food Corp. (“B&D”), a company incorporated in the United States of America, Nicola Development, a Panamá Company represented by its attorney in fact Mr. João Gilberto Codognotto (“JGC”), a Brazilian citizen, and Flaxman Trading S.A., a company incorporated in the British Virgin Islands (the "Company").

LEASE AGREEMENT
Lease Agreement • September 29th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

This Lease Agreement ("Lease Agreement") is dated as of September 26, 2008, between SBKF Investments, Ltd., a corporation formed pursuant to the laws of England, having an office at Unit 150 Imperial Court Exchange Street East, L2 3AB Liverpool, UK ("Lessor") and B&D FOOD CORP., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 575 Madison Avenue, Suite 1006, New York, NY 10027-2511 United States ("Lessee”)

SUBSCRIPTION AGREEMENT BOAZ HOLDINGS INC.
Subscription Agreement • August 19th, 2008 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

The undersigned hereby subscribes for 100 shares of common stock, $.001 par value per share (the “Shares”) of Boaz Holdings Inc., a Delaware corporation (the “Company”).

Item 1.01 Entry into a Material Definitive Agreement.
B&D Food Corp. • May 20th, 2008 • Miscellaneous food preparations & kindred products

January 28, 2008 B&D Food Corp. ("BDFC") announced today that, on January 24, 2008, it signed a shareholder agreement (the "Agreement") with Nicola Development, a Panamá Company represented by its attorney in fact Mr. João Gilberto Codognotto ("JGC"), a Brazilian citizen, and Flaxman Trading S.A., a company incorporated in the British Virgin Islands (the "Company"). Pursuant to the Agreement, the following transactions took place in respect of the Company:

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FIRST AMENDMENT TO B&D FOOD CORPORATION PREFERRED SHARE SUBSCRIPTION AGREEMENT
Subscription Agreement • April 15th, 2009 • B&D Food Corp. • Miscellaneous food preparations & kindred products • New York

THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this "Agreement") is made as of November 19, 2008, by and among B&D Food Corporation, a corporation organized under the laws of Delaware ("BDFC"), and Daniel Ollech, Jacques Ollech and Mark Radom, each an individual residing in Israel (the "Purchasers").

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