PURCHASE ORDER FINANCING AGREEMENT dated as of January 17, 2008 by and between TULARE FROZEN FOODS, LLC as the Debtor and CAPSTONE CAPITAL GROUP I, LLC as the Secured PartyPurchase Order Financing Agreement • January 7th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This PURCHASE ORDER FINANCING AGREEMENT dated as of January ] 7 2008 is entered into by and between TULARE FROZEN FOODS, LLC., a California limited’liability company (the “Debtor”) and CAPSTONE CAPITAL GROUP I, LLC, a Delaware limited liability company (the “Secured Party”).
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), and Imperia Masonry Supply Corp., a Delaware corporation (“Imperia”) to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Imperia in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, Imperia will become a wholly owned subsidiary of the Company.
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), and Klip America, Inc., a Nevada corporation (“Klip”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Klip in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, Klip will become a wholly owned subsidiary of the Company.
AMENDMENT TO THE PURCHASE ORDER FINANCING AGREEMENTThe Purchase Order Financing Agreement • January 7th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties
Amendment, effective as of January 17, 2008 (this "Amendment"), by and between Tulare Frozen Foods, LLC (the "Debtor") and Capstone Capital Group I, LLC (the "Secured Party").
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), Tulare Holdings, Inc., a Delaware corporation (“Tulare Holdings”) and its wholly owned subsidiary Tulare Frozen Foods, LLC, a California limited liability company (“Tulare Foods” and together with “Tulare Holdings”, collectively, “Tulare”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Tulare in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, Tulare will become a wholly owned subsidiary of the Company.
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), Baker’s Pride, Inc., a Delaware corporation (“Baker’s Pride”) and its wholly owned subsidiaries The Jefferson Street Bakery, a Delaware corporation (“Jefferson Bakery”) and The Mount Pleasant Street Bakery, a Delaware corporation (“Mount Pleasant Bakery”, and together with “Baker’s Pride” and “Jefferson Bakery”, collectively, “BPI”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of BPI in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction, BPI will become a wholly owned subsidiary of the Company.
JONING CORP. New York, NY 10019 January 28, 2010Amincor, Inc. • January 7th, 2011 • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This letter shall confirm the tentative agreement between Joning Corp., a Nevada corporation, (the “Company”), Tyree Holdings Corp., a Delaware corporation (“Tyree Holdings”) and its wholly owned subsidiaries, Tyree Equipment Corp., a Delaware corporation (“Tyree Equipment”), Tyree Environmental Corp., a Delaware corporation (“Tyree Environmental”) and Tyree Service Corp., a Delaware corporation (“Tyree Service”, and together with “Tyree Holdings”, “Tyree Equipment” and “Tyree Environmental”, collectively, “Tyree”), to complete a share exchange transaction pursuant to which the Company will acquire all of the issued and outstanding stock of Tyree in exchange for an amount of Company shares which will be determined at the time of execution of the Definitive Agreement (as defined below) according to a formula based on the percentage of contribution to the Company’s overall revenue, which will be negotiated by the parties in good faith. Upon completion of such share exchange transaction,
DISCOUNT FACTORING AGREEMENT BETWEEN CAPSTONE BUSINESS CREDIT, LLC, AS THE FACTOR AND Tulare Frozen Foods, LLC AS THE COMPANYDiscount Factoring Agreement • January 7th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This shall confirm out mutual understanding and agreement that, notwithstanding anything to the contrary contained in the Agreement, all Accounts Receivable of Company arising from Company’s sales to any of the Customers listed on the Schedule A attached hereto (the “Schedule”) and their respective divisions, trade names, affiliates and subsidiaries including, but not limited to, those listed on the Schedule (collectively, the “Selected Customers”; all such Accounts Receivable of Selected Customers being referred to herein as “Selected Customer Accounts”) shall be subject to the following express terms and conditions:
