1 EXHIBIT NUMBER 2.1 STOCK PURCHASE AGREEMENT This AGREEMENT is made and entered into on June 29, 2001, (the "EFFECTIVE DATE") by and among Vita Food Products, Inc., a Nevada corporation ("VITA"), and Terry W. Hess, ("TERRY"). Vita and Terry are...Stock Purchase Agreement • August 30th, 2001 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Delaware
EXHIBIT 4.2 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of July 31, 2002, by and between AMERICAN NATIONAL BANK AND TRUST...Loan and Security Agreement • November 15th, 2002 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
ANDWarrant Agreement • November 14th, 1996 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
1 EXHIBIT 10.1.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of January 16, 1997, by and between AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, SUCCESSOR IN...Loan and Security Agreement • March 30th, 1998 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
RECITALSMerger Agreement • November 21st, 2002 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Delaware
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 5, 2003Loan and Security Agreement • November 14th, 2003 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
RECITALSEmployment Agreement • March 30th, 2004 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
RIGHTS AGREEMENT by and between VITA FOOD PRODUCTS, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights Agent November 10, 2005Rights Agreement • November 15th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Nevada
RIGHTS AGREEMENT, dated as of November 10, 2005(this “Agreement”), between Vita Food Products, Inc., a Nevada corporation (the “Company”), and American Stock Transfer and Trust Company, a New York Trust Company (the “Rights Agent”).
2 3 9. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.Loan and Security Agreement • March 30th, 1998 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
RECITALSEmployment Agreement • March 30th, 1998 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
AMENDMENT ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 1999 • Vita Food Products Inc • Miscellaneous food preparations & kindred products
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 1999 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
Vita Food Products, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2006 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Nevada
ended December 31, 2004, the Company’s quarterly reports on Form 10-Q for the quarters ended September 30, 2005, June 30, 2005, and March 31, 2005, and all Company current reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) since December 31, 2004;
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Fourth Amendment to Loan and Security Agreement (this “Fourth Amendment”) made and entered into as of the 4th day of April, 2005, is by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Halif
RECITALS:Gorenstein Agreement • November 14th, 1996 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2006 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
THIS EMPLOYMENT AGREEMENT is made on the 20th day of March, 2006, between VITA FOOD PRODUCTS, INC., a Nevada corporation (the “Company”) and CLIFFORD BOLEN (the “Employee”).
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2007 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Tenth Amendment to Loan and Security Agreement (this “Tenth Amendment”) made and entered into as of the 13th day of April, 2007, is by and among LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Halifax
November 8, 1996 Mr. Stephen Rubin President Vita Food Products, Inc. 2222 West Lake Street Chicago, Illinois 60612 Re: Commitment for extension of maturity date of loan between Vita Food Products, Inc. ("Company") and American National Bank and Trust...Vita Food Products Inc • November 14th, 1996 • Miscellaneous food preparations & kindred products
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This First Amendment to Loan and Security Agreement (this “First Amendment”) made and entered into as of the 5th day of November, 2004, is by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Hali
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Sixth Amendment to Loan and Security Agreement (this “Sixth Amendment”) made and entered into as of the 4th day of August, 2005, is by and among LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Halifax
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2006 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
THIS EMPLOYMENT AGREEMENT is made this 4th day of April, 2006, between VITA FOOD PRODUCTS, INC., a Nevada corporation (the “Company”) and STEPHEN D. RUBIN (the “Employee”).
SECOND MORTGAGESecond Mortgage • June 21st, 2007 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
THIS SECOND MORTGAGE (“Second Mortgage”) is made this 15th day of June, 2007, by Vita Food Products, Inc., a Nevada corporation (“Mortgagor”), 2222 West Lake Street, Chicago, Illinois 60612, in favor of MDB Alternative Investments LLC, a Delaware limited liability company (“Mortgagee”), 20 Indian Hill Road, Winnetka, Illinois 60093.
AMENDMENT ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products
This Amendment One to the Employment Agreement (“First Amendment”) is made as of the 4th day of November, 2004 between VIRGINIA HONEY COMPANY, INC., a Virginia corporation (the “Company”) and TERRY W. HESS (the “Employee”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASEConfidential Settlement Agreement and Mutual Release • March 31st, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Delaware
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into this 28th day of March, 2005, by and among Vita Food Products, Inc. (“Products”), Vita Specialty Foods, Inc. (formerly known as Vita Holdings, Inc.) (“Specialty”), Virginia Honey Company, Inc. (“Honey”), The Halifax Group (“Halifax”) (collectively, Products, Specialty, Honey and Halifax and all affiliates thereof shall be referred to as “Vita”), and Robert J. Budd (“Budd”).
WITNESSETHLoan and Security Agreement • August 13th, 1998 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products
This Amendment to Employment Agreement (“Agreement”) is made as of March , 2003, by The Halifax Group, Inc., a Georgia corporation (“Halifax”), and Robert J. Budd (“Budd”).
Second Amendment to Loan and Security AgreementLoan and Security Agreement • January 6th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Second Amendment to Loan and Security Agreement (this “Second Amendment”) made and entered into as of the 21st day of December, 2004, is by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, H
WITNESSETHLoan and Security Agreement • November 9th, 1998 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
1 EXHIBIT 2.2 FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 30th, 2001 • Vita Food Products Inc • Miscellaneous food preparations & kindred products
Fifth Amendment to Loan And Security AgreementLoan and Security Agreement • July 13th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Fifth Amendment to Loan and Security Agreement (this “Fifth Amendment”) made and entered into as of the 30th day of June, 2005, is by and among LaSalle Bank National Association, a national banking association (“Lender”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and Vita Food Products, Inc., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), Virginia Honey Company, Inc., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), The Halifax Group, Inc., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and Vita Specialty Foods, Inc., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Halifax a
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 13th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Non-Competition and Non-Solicitation Agreement (“Agreement”), is made this 1st day of November, 2002 by and among VITA FOOD PRODUCTS, INC., a Nevada corporation (“VFP”), VITA HOLDINGS, INC., a Delaware corporation (“Vita Holdings”), THE HALIFAX GROUP, INC., a Georgia corporation (“Halifax”), and ROBERT J. BUDD (“Budd”). (VFP, Sub and Vita Holdings are collectively referred to herein as “Vita”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 8th, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Seventh Amendment to Loan and Security Agreement (this “Seventh Amendment”) made and entered into as of the 30th day of August, 2005, is by and among LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Hal
AMENDMENT TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Vita Food Products Inc • Miscellaneous food preparations & kindred products
This Amendment Two to the Employment Agreement (“Second Amendment”) is made as of the 4th day of November, 2004 between VITA FOOD PRODUCTS, INC., a Nevada corporation (the “Company”) and STEVEN D. RUBIN (the “Employee”).
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2006 • Vita Food Products Inc • Miscellaneous food preparations & kindred products • Illinois
This Eighth Amendment to Loan and Security Agreement (this “Eighth Amendment”) made and entered into as of the 24th day of March, 2006, is by and among LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC., a Virginia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its chief executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Specialty Foods”) (Vita Food, Virginia Honey, Halifa
1 EXHIBIT 99.1Vita Food Products Inc • August 30th, 2001 • Miscellaneous food preparations & kindred products
