MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 1st, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of May 31, 2012, by and among HUBSON ACQUISITION, LLC, an Indiana limited liability company (“Hubson”), EHUD BARON (“Ehud”), ETAI BARON (“Etai”), RIVKA GRINBERG (“Grinberg”), YOSEF LUTWAK (“Lutwak”), CHADWICK WHITE (“White”) (collectively, Hubson, Ehud, Etai, Grinberg, Lutwak and White are referred to herein as “Sellers,” and each is sometimes referred to herein as a “Seller”), Smart Balance, Inc., a Delaware corporation (“Buyer”), UHF Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Acquisition Co.” and collectively with Buyer and Sellers, the “parties”), and, solely for purposes of Sections 5.3 (Exclusivity), 5.7 (Covenant Not to Compete; Confidentiality), 5.13 (Release of Claims), 5.18 (Transfer of Units) and 6.1(b) (Indemnification by Sellers and the Restricted Parties) and ARTICLE 9, Allan B. Hubbard (“Hubbard”) in his personal capacity and in his capacity as Trustee of th
