AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 29th, 2007 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of the 16th day of February, 2007, by and among (i) DINEWISE, INC. (formerly known as SimplaGene USA, Inc.), a Nevada corporation, having a mailing address at 500 Bi-County Boulevard, Suite 400, Farmingdale, New York 11735-3940 (the “Company”), (ii) NEW COLORADO PRIME HOLDINGS, INC., a Delaware corporation, having a mailing address at 500 Bi-County Boulevard, Suite 400, Farmingdale, New York 11735-3940 (“New Colorado”) and (iii) COLORADO PRIME CORPORATION, a Delaware corporation, having a mailing address at 500 Bi-County Boulevard, Suite 400, Farmingdale, New York 11735-3940 (“Colorado Prime,” and together with the Company and New Colorado, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).
NEGATIVE PLEDGENegative Pledge • March 29th, 2007 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Massachusetts
WHEREAS pursuant to one or more promissory notes or debentures (the “Credit Facilities”) issued by DineWise, Inc., a Nevada corporation (the “Company”), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");
DINEWISE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FORNon-Qualified Stock Option Agreement • March 29th, 2007 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Non-Qualified Stock Option Agreement evidences the grant of a Non-Qualified Stock Option (this “Option”) to _________(the “Employee”) pursuant to Article VI of the Dinewise, Inc. 2006 Stock Option Plan. This Agreement also describes the terms and conditions of this Option.
SECURED CONTINUING UNCONDITIONAL GUARANTYSecured Continuing Unconditional Guaranty • March 29th, 2007 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Massachusetts
This SECURED CONTINUING UNCONDITIONAL GUARANTY (this “Guaranty”), is made this 16th day of February, 2007, by NEW COLORADO PRIME HOLDINGS, INC., a Delaware corporation, having a mailing address at 500 Bi-County Blvd, Suite 400, Farmingdale, New York 11735-3940 (“New Colorado”) and COLORADO PRIME CORPORATION, a Delaware corporation, having a mailing address at 500 Bi-County Blvd, Suite 400, Farmingdale, New York 11735-3940 (“Colorado Prime,” and together with New Colorado, individually and collectively, jointly and severally, the “Guarantor”) in favor of and for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).
