Accounts Receivable 2.01(c) Assets 2.01 Benefit Arrangements 3.11(b) Bill of Sale 9.02(b) Cash Component 2.03(a) Closing 9.01 Closing Date 9.01 Closing Date Statement 2.04(a) Contracts 3.08 Corporate Services Agreement 5.08 ERISA 3.11(a) Environmental...Purchase Agreement • January 31st, 2000 • Novex Systems International Inc • Concrete products, except block & brick • Ohio
Exhibit 99 EMPLOYMENT AGREEMENT AGREEMENT by and between Stratford Acquisition Corporation, a Minnesota corporation with principal executive offices at 67 Wall Street, New York, New York 10005, (the "Company"), and Daniel W. Dowe, (the "Executive"),...Employment Agreement • September 14th, 1998 • Stratford Acquisition Corp • Concrete products, except block & brick • New York
Exhibit 10.2 Amendment No. 1 to Employment Agreement between Novex Systems International, Inc. And Daniel W. Dowe This Amendment dated as of December 29, 1999, by and between Novex Systems International, Inc. (formerly Stratford Acquisition Corp.)...Novex Systems International Inc • February 2nd, 2000 • Concrete products, except block & brick
Accounts Receivable 2.01(c) Assets 2.01 Benefit Arrangements 3.11(b) Bill of Sale 9.02(b) Cash Component 2.03(a) Closing 9.01 Closing Date 9.01 Closing Date Statement 2.04(a) Contracts 3.08 Corporate Services Agreement 5.08 ERISA 3.11(a) Environmental...And Restated Purchase Agreement • February 2nd, 2000 • Novex Systems International Inc • Concrete products, except block & brick • Ohio
TERM LOAN SECURITY AGREEMENTSecurity Agreement • October 15th, 2009 • American Home Food Products, Inc. • Dairy products • New York
THIS SECURITY AGREEMENT (“Agreement”) is made as of the 10th day of July 2009 by ARTISANAL CHEESE, LLC, a New York limited liability company with an address at 500 West 37th Street, 2nd Floor, New York, New York 10018 (“Borrower”), in favor of each of several Lenders signatory hereto (each such Lender, a “Lender” and, collectively, the “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August ___, 2007, between American Home Food Products, Inc. a New York corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PROMISSORY NOTEAmerican Home Food Products, Inc. • August 29th, 2008 • Dairy products • New York
Pursuant to a Membership Interest Purchase Agreement dated the date hereof (“Purchase Agreement”) by and among Borrower, the members of Borrower, being Lender and Terrance Brennan, and AHF Acquisition Corporation, a New York corporation (“AHF”), AHF purchased from the members of Borrower all of the membership interests of Borrower. In connection with the Purchase Agreement and the transactions contemplated thereby, Lender is entering into a Noncompetition Agreement dated the date hereof with Borrower for this note, which is one of the notes referenced in the Purchase Agreement.
SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONSubscription Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This letter will acknowledge that the undersigned hereby irrevocably subscribes to purchase shares of common stock in American Home Food Products, Inc. (the “Company”) as set forth below for a purchase price of $.15 per share (“Common Stock”) price set forth herein. The Company is offering (the “Offering Shares”) pursuant to the Company’s publicly-filed reports with the United States Securities and Exchange Commission (“SEC Reports”). The undersigned has received and reviewed the SEC Reports and is not relying upon any statement, representation or information that is not expressly set forth therein. The undersigned hereby agrees to be bound by all the provisions of this Agreement and further agrees that this Subscription Agreement may be rejected by the Company, in whole or in part, and is irrevocable, except as otherwise provided under applicable law.
PROMISSORY NOTEAmerican Home Food Products, Inc. • May 16th, 2008 • Concrete products, except block & brick • New York
Pursuant to a Membership Interest Purchase Agreement dated the date hereof (“Purchase Agreement”) by and among Borrower, the members of Borrower, being Lender and Marvin Numeroff, and AHF Acquisition Corporation, a New York corporation (“AHF”), AHF purchased from the members of Borrower all of the membership interests of Borrower. In connection with the Purchase Agreement and the transactions contemplated thereby, Lender has agreed to provide to Borrower a bridge loan in the amount of Seven Hundred Thousand Dollars ($700,000), which is represented by this Note, which is one of the notes referenced in the Purchase Agreement.
Marketing and Distribution AgreementMarketing and Distribution Agreement • September 13th, 2011 • Artisanal Brands, Inc. • Dairy products • New York
This Marketing and Distribution Agreement (“Agreement”) is made as of this ___ day of February 2011 between Artisanal Cheese, LLC, a Delaware limited liability company (“Artisanal”) and Kehe Distributors, LLC (“KeHE”) a Delaware limited liability company.
PREFERRED VENDOR AGREEMENTPreferred Vendor Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
THIS PREFERRED VENDOR AGREEMENT (“Agreement”) is entered into and effective as of the 14th day of August, 2007 (the “Effective Date”), by and among Artisanal Cheese, LLC, a New York limited liability company (the “Vendor”), and Artisanal Fromagerie & Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant Associates, L.P., a New York limited partnership (each a “Buyer” and, together, the “Buyers”).
Third Forbearance AgreementThird Forbearance Agreement • January 14th, 2010 • American Home Food Products, Inc. • Dairy products • Utah
This Third Forbearance Agreement is made by and between Summit Financial Resources, L.P., a Hawaii limited partnership ("Summit"), Artisanal Cheese, LLC, a New York limited liability company ("Client"), American Home Food Products, Inc., a New York corporation ("AFP"), and Daniel W. Dowe, an individual ("Dowe") (AFP and Dowe are collectively referred to as "Guarantors").
CONSULTING AGREEMENTConsulting Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2007 by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Terrance Brennan (the “Consultant”).
Amended and Restated Employment AgreementEmployment Agreement • April 14th, 2010 • American Home Food Products, Inc. • Dairy products • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, is made and entered into as of February 25, 2010 (hereinafter “Agreement”) by and between Artisanal Cheese LLC, a New York limited liability company ("Artisanal"), American Home Food Products, Inc., a New York corporation ("AHFP") and Daniel W. Dowe (“Executive”):
Financing AgreementFinancing Agreement • April 3rd, 2009 • American Home Food Products, Inc. • Dairy products • Utah
This Financing Agreement is made and entered into by and between Summit Financial Resources, L.P., 2455 East Parley’s Way, Suite 200, Salt Lake City, Utah 84109, Attention: Senior Portfolio Manager, and Artisanal Cheese, LLC, a New York limited liability company, 500 West 37th Street, New York City, New York 10018, Attention: CEO.
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Noncompetition Agreement (this “Agreement”) is made and entered into as of the ____ day of August, 2007 (the “Commencement Date”) by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Marvin Numeroff (“Member”).
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This PRODUCT DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2007 by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Artisanal Fromagerie & Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant Associates, L.P., a New York limited partnership (each an “SM Restaurant,” and, together, the “SM Restaurants”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Noncompetition Agreement (this “Agreement”) is made and entered into as of the ____ day of August, 2007 (the “Commencement Date”) by and between by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), and Terrance Brennan (“Member”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2008 • American Home Food Products, Inc. • Concrete products, except block & brick • New York
THIS EMPLOYMENT AGREEMENT, is made and entered into as of August , 2007 (hereinafter “Agreement”) by and between American Home Food Products, Inc., a New York corporation (“the Company”) and Daniel W. Dowe (“Executive”):
ACKNOWLEDGEMENT AND CONSENTAcknowledgement and Consent • March 29th, 2013 • Artisanal Brands, Inc. • Dairy products
The following and is acknowledged and consented to by Frederick G. Perkins, III, Declaration of Trust dated 1995 amended 2007 ("Perkins"); KeHe Distributors LLC (“KeHE”); Artisanal Cheese, LLC, a New York limited liability company and its parent company Artisanal Brands, Inc. a New York corporation (collectively “APC”):
BRIDGE SECURITY AGREEMENTBridge Security Agreement • March 29th, 2013 • Artisanal Brands, Inc. • Dairy products • New York
THIS BRIDGE SECURITY AGREEMENT (“Agreement”) is made as of the 15th day of October, 2012 by ARTISANAL CHEESE, LLC, a New York limited liability company with an address at 483 Tenth Avenue, 2nd Floor, New York, New York 10018 (“Borrower”), in favor of each of several lenders signatory hereto (each a “Lender” and, collectively, the “Lenders”).
GuaranteeGuarantee • April 3rd, 2009 • American Home Food Products, Inc. • Dairy products • Utah
This Guarantee (“Guarantee”) is made by the undersigned Daniel W. Dowe, an individual resident of the state of New York (“Guarantor”), to Summit Financial Resources L.P. (“Summit”), a Hawaii limited partnership, as an inducement to Summit to enter into a Financing Agreement and an Addendum to Financing Agreement (Inventory Financing) (collectively, the “Financing Agreement”) with Artisanal Cheese, LLC, a New York limited liability company (“Client”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Membership Interest Purchase Agreement (“Agreement”) is made and entered into this ___ day of August, 2007, by Artisanal Cheese, LLC, a New York limited liability company (the “Company”), all of the members of the Company, being Terrance Brennan and Marvin Numeroff (“Selling Members” and, together with the Company, “Sellers”), and AHF Acquisition Corporation, a New York corporation (the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • April 14th, 2010 • American Home Food Products, Inc. • Dairy products • New York
THIS SECURITY AGREEMENT (“Agreement”) is made as of the 22nd day of February 2010 by ARTISANAL CHEESE, LLC, a New York limited liability company with an address at 500 West 37th Street, 2nd Floor, New York, New York 10018 (“Borrower”), in favor of Frederick G. Perkins, III, Declaration of Trust dated 1995 amended in 2007, having an address at 200 Ocean Lane Drive, Apt. 806, Key Biscayne, FL 33149 (“Lender").
Second Forbearance AgreementSecond Forbearance Agreement • October 15th, 2009 • American Home Food Products, Inc. • Dairy products • Utah
This Second Forbearance Agreement is made by and between Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), Artisanal Cheese, LLC, a New York limited liability company (“Client”), American Home Food Products, Inc., a New York corporation (“AFP”), and Daniel W. Dowe, an individual (“Dowe”) (AFP and Dowe are collectively referred to as “Guarantors”).
Addendum to Financing Agreement (Inventory Financing)Financing Agreement • April 3rd, 2009 • American Home Food Products, Inc. • Dairy products • Utah
Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), and Artisanal Cheese, LLC, a New York limited liability company (“Client”) have entered into a Financing Agreement dated February 19, 2009. Summit and Client desire to modify the Financing Agreement as set forth herein and agree as follows:
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of August, 2007 by and between Artisanal Cheese, LLC, a New York limited liability company (“Artisanal Cheese”), and Artisanal Fromagerie & Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant Associates, L.P., a New York limited partnership (each a “Licensee” and, together, the “Licensees”). In consideration of the mutual terms, agreements and conditions herein contained, and for other good and valuable consideration, receipt of which is hereby acknowledged, Artisanal Cheese and Licensees agree as follows:
Forbearance AgreementForbearance Agreement • October 15th, 2009 • American Home Food Products, Inc. • Dairy products • Utah
This Forbearance Agreement is made by and between Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), Artisanal Cheese, LLC, a New York limited liability company (“Client”), American Home Food Products, Inc., a New York corporation (“AFP”), and Daniel W. Dowe, an individual (“Dowe”) (AFP and Dowe are collectively referred to as “Guarantors”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”) is made as of the 14th of August, 2007 by and between Artisanal Group, LLC, a New York limited liability company (“Artisanal Group”), and Artisanal Cheese, LLC, a New York limited liability company (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Asset Purchase Agreement (“Agreement”) is made and entered into this day of April, 2007, by American Home Food Products, Inc., a New York corporation (“the Seller”) and Peter Terreri and Joseph Giulii, or their designee (“Purchaser”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • March 29th, 2013 • Artisanal Brands, Inc. • Dairy products • New York
FOURTH AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This Agreement made as of the 10th day of August, 2007, is an amendment to the Settlement Agreement (the “Settlement Agreement”) made the 25th day of January, 2006, and amended by Amendment to Settlement Agreement dated September 14, 2006, and further amended and clarified by letter agreement dated November 9, 2006, and further amended by Third Amendment to Settlement Agreement dated December 31, 2006 by and among NOVEX SYSTEMS INTERNATIONAL, INC. (now known as AMERICAN HOME FOOD PRODUCTS (“AHF”)), with an address at 42 Forest Lane, Bronxville, New York 10708, DANIEL W. DOWE (“DWD”), with an address at 42 Forest Lane, Bronxville, New York 10708 and DAVID A. DOWE (“DAD”) with an address at 625 Park Place, Galloway Township, New Jersey 08205 (collectively AHF, DAD and DWD are referred to as “Defendants”) and ALFRED LEPORE, MARY LEPORE, with an address for purposes of this agreement at 197 Grand Street, New York, New York and JOSEPH AIEVOLI with an address for purposes of this agreement a
BRIDGE NOTEBridge Note • October 15th, 2009 • American Home Food Products, Inc. • Dairy products
LOAN AGREEMENTLoan Agreement • April 14th, 2010 • American Home Food Products, Inc. • Dairy products • New York
This Loan Agreement (the “Loan Agreement”) is made by and between Frederick G. Perkins, III, Declaration of Trust dated 1995 amended in 2007 (“Lender”), Caroline Trefry Perkins Declaration of Trust dated 1995 amended in 2007 (“Lender's Affiliate”), Artisanal Cheese, LLC, a New York limited liability company (“Borrower”), and American Home Food Products, Inc., a New York corporation (“AHFP”), and Daniel W. Dowe, an individual (“Dowe”).
STOCK SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTRepresentation Agreement • August 29th, 2008 • American Home Food Products, Inc. • Dairy products • New York
This letter will acknowledge that the undersigned hereby irrevocably subscribes to purchase shares of Redeemable Convertible Preferred Stock in American Home Food Products, Inc. (the “Company”) as set forth below for a purchase price of $1.00 per share (“Offering Shares”) price set forth herein. The Company is offering to sell the Offering Shares pursuant to the Confidential Private Placement Memorandum (“PPM”) dated March 27, 2007, as revised by the attached Term Sheet date July 23, 2007 (the “Offering”).1 The undersigned has received and reviewed the PPM and is not relying upon any statement, representation or information that is not expressly set forth therein. The undersigned hereby agrees to be bound by all the provisions of this Subscription Agreement and further agrees that this Agreement may be rejected by the Company, in whole or in part, and is irrevocable upon the undersigned’s receipt of a fully executed copy of this Agreement from the Company acknowledging its acceptance o
