AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 5th, 2006 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products
RECITALSRegistration Rights Agreement • April 29th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
LEASE AGREEMENT Basic Lease Information Lease Date: JANUARY 1, 2000 Lessor: PTF for Operating Engineers, LLC (Member: BNY Western Trust Company, as Corporate Co-Trustee for the Pension Trust Fund for Operating Engineers). Lessor's Address: 340 El...Lease Agreement • August 4th, 2000 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
THIRD AMENDMENT TO LEASE This THIRD AMENDMENT TO LEASE is made and entered into this 12th day of September, 1997, by and between KENNETH and PATTIE SLAMA, husband and wife, hereinafter called "Lessor," and MONTEREY PASTA COMPANY, a Delaware...Lease • November 4th, 1998 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
ARTICLE 1. DEFINITIONSSecurities Purchase Agreement • June 13th, 2006 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • New York
RECITALS --------Employment Agreement • May 14th, 2007 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • California
SUBSCRIPTION AGREEMENT Monterey Pasta Company 353 Sacramento Street San Francisco, CA 94111 Attention: President Gentlemen: Please accept this letter as my offer and agreement (hereinafter referred to as the "Subscription Agreement") to purchase...Subscription Agreement • April 29th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
EXHIBIT A TO AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 12, 2006, by and among Monterey Gourmet Foods, Inc., a Delaware corporation (the "Company"), and the...Registration Rights Agreement • June 13th, 2006 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • New York
CREDIT AGREEMENT This Credit Agreement ("Agreement") is made and entered into on August 2, 1999, by and between Monterey Pasta Company, a Delaware corporation ("Borrower") and Imperial Bank, a California banking corporation, ("Bank"). Subject to the...Credit Agreement • February 18th, 2000 • Monterey Pasta Co • 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
RECITALS --------Employment Agreement • May 14th, 2007 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • California
RECITALS:Asset Purchase Agreement • February 7th, 2001 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
RECITALSCredit Agreement • November 6th, 2000 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
FOURTH AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement is entered into as of November 28, 2000 (this "Amendment"), by and between IMPERIAL BANK, a California banking corporation ("Bank") and MONTEREY PASTA , a Delaware...Credit Agreement • February 7th, 2001 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
ROYALTY AGREEMENTRoyalty Agreement • November 9th, 1999 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
R E C I T A L SUnit Purchase Agreement • August 10th, 2005 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • Washington
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment (the "Amendment") dated as of April 20, 1997, by and among Monterey Pasta Company, a Delaware corporation (the "Company"), Spelman & Co., Inc., a California corporation ("Spelman") and the...Registration Rights Agreement • April 29th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
LEASE RREEF AMERICA REIT II CORP. II, a Maryland corporation, Landlord, and MONTEREY GOURMET FOODS, INC., a Delaware corporation, TenantLease • November 21st, 2007 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products
RENTAL AGREEMENTRental Agreement • November 9th, 1999 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
EXHIBIT 2.1 SECOND AMENDMENT OF AGREEMENT FOR PURCHASE AND SALE OF LIMITED LIABILITY COMPANY UNITS ------------------------------- This Second Amendment of Agreement for Purchase and Sale Of Limited Liability Company Units dated January 28, 2004, as...Of Agreement • January 18th, 2006 • Monterey Gourmet Foods • 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.
AGREEMENT REGARDING EMPLOYMENT, TRADE SECRETES, INVENTIONS, AND COMPETITIONAgreement Regarding • October 14th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
FIRST AMENDMENT TO SECURITY AND LOAN AGREEMENT AND ADDENDUM TO SECURITY AND LOAN AGREEMENT BETWEEN MONTEREY PASTA COMPANY AND IMPERIAL BANK DATED JULY 24, 1997 This First Amendment ("Amendment") amends that certain Security and Loan Agreement and the...Security and Loan Agreement • March 27th, 1998 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
FIRST AMENDMENT TO CREDIT AGREEMENT BETWEEN MONTEREY PASTA COMPANY AND IMPERIAL BANK DATED AUGUST 2, 1999Credit Agreement • February 18th, 2000 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
SECURITY AND LOAN AGREEMENT (ACCOUNTS RECEIVABLE AND/OR INVENTORY) This Agreement is entered into between MONTEREY PASTA COMPANY, a DELAWARE CORPORATION (herein called "Borrower") and IMPERIAL BANK (herein called "Bank"). 1. Bank hereby commits,...Security and Loan Agreement • November 4th, 1998 • 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, 2008Shareholder 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 AGREEMENTCredit Agreement • May 7th, 2001 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products • California
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and effective the 5th day of September, 2006, by and between Monterey Gourmet Foods, a California corporation ("MGF"), and Eric Eddings ("Executive"). I. MGF...Executive Employment Agreement • September 21st, 2006 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • California
CHANGE IN CONTROL SEVERANCE AGREEMENT MONTEREY GOURMET FOODS, INC. RECITALSChange 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 Defined Contribution MERCANTILE Administrative Service TRUST Agreement Schedule B This Agreement is between Monterey Pasta Company (the "Employer") and Central Trust Company, Inc. d/b/a First Mercantile Trust Administrative Services, a wholly...Monterey Pasta Co • March 17th, 1999 • Miscellaneous food preparations & kindred products • Tennessee
FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder 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 AGREEMENTSecond 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”):
RECITALSMonterey Gourmet Foods • November 14th, 2005 • Miscellaneous food preparations & kindred products
LOGO]Security and Loan Agreement • October 14th, 1997 • Monterey Pasta Co • Miscellaneous food preparations & kindred products
