Monterey Pasta Co Sample Contracts

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 5th, 2006 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products
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RECITALS
Registration Rights Agreement • April 29th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
ARTICLE 1. DEFINITIONS
Securities Purchase Agreement • June 13th, 2006 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • New York
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Employment Agreement • May 14th, 2007 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • California
AMENDMENT OF AGREEMENT FOR PURCHASE AND SALE OF LIMITED LIABILITY COMPANY UNITS -------------------------------
Agreement for Purchase and Sale • August 10th, 2005 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products
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Employment Agreement • May 14th, 2007 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • California
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Asset Purchase Agreement • February 7th, 2001 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
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Monterey Gourmet Foods • November 14th, 2005 • Miscellaneous food preparations & kindred products
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Credit Agreement • November 6th, 2000 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
ROYALTY AGREEMENT
Royalty Agreement • November 9th, 1999 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
R E C I T A L S
Unit Purchase Agreement • August 10th, 2005 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • Washington
RENTAL AGREEMENT
Rental Agreement • November 9th, 1999 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
AGREEMENT AND PLAN OF MERGER by and among PULMUONE U.S.A., INC., PULMUONE CORNERSTONE CORPORATION and MONTEREY GOURMET FOODS, INC.
Agreement and Plan of Merger • October 9th, 2009 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 8, 2009 (this “Agreement”), by and among PULMUONE U.S.A., INC., a California corporation (“Parent”), PULMUONE CORNERSTONE CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and MONTEREY GOURMET FOODS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

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AGREEMENT REGARDING EMPLOYMENT, TRADE SECRETES, INVENTIONS, AND COMPETITION
Agreement Regarding • October 14th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
FIRST AMENDMENT TO CREDIT AGREEMENT BETWEEN MONTEREY PASTA COMPANY AND IMPERIAL BANK DATED AUGUST 2, 1999
Credit Agreement • February 18th, 2000 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
SHAREHOLDER PROTECTION RIGHTS AGREEMENT BETWEEN MONTEREY GOURMET FOODS AND CORPORATE STOCK TRANSFER as Rights Agent Dated as of July 1, 2008
Shareholder Protection Rights Agreement • July 2nd, 2008 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • Colorado

This Shareholder Protection Rights Agreement (the “Agreement”), dated as of July 1, 2008, is made between Monterey Gourmet Foods, Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation (the “Rights Agent”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2001 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
CHANGE IN CONTROL SEVERANCE AGREEMENT MONTEREY GOURMET FOODS, INC. RECITALS
Change in Control Severance Agreement • May 22nd, 2008 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products

WHEREAS, the Board of Directors of Monterey Gourmet Foods, Inc. (“Company”), recognizing that a change in control of the Company (as hereinafter defined) could occur, that its threat or occurrence could result in significant distraction of personnel, and that it is in the best interest of the Company to retain the services of its principal executive employees (“Executives”) and to ensure their continued dedication and efforts without undue concern for their personal financial and employment security, has establish a plan “Plan”) for such purposes; and

FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • October 9th, 2009 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • Colorado

This First Amendment to the Shareholder Protection Rights Agreement, dated as of October 8, 2009 (this “Amendment”), is by and between Monterey Gourmet Foods, Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation, as Rights Agent (the “Rights Agent”).

SECOND LEASE MODIFICATION AGREEMENT
Second Lease Modification Agreement • August 7th, 2003 • Monterey Pasta Co • Miscellaneous food preparations & kindred products

THIS LEASE EXTENSION AND MODIFICATION AGREEMENT (the “Agreement”) is made as of April 15, 2003, by and between PTF FOR OPERATING ENGINEERS, LLC (“Lessor”), and MONTEREY PASTA COMPANY, a DELAWARE CORPORATION, (“Lessee”):

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Security and Loan Agreement • October 14th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
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