Dnap Holding Corp Sample Contracts

STATEMENTS
Stock Purchase Agreement • February 4th, 2002 • Bionova Holding Corp • Agricultural services
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RECITALS
Stock Purchase Agreement • October 21st, 1997 • Dnap Holding Corp • Agricultural services
RECITALS
Rights Agreement • April 21st, 1999 • Dnap Holding Corp • Agricultural services • Delaware
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 21st, 1997 • Dnap Holding Corp • Agricultural services • Arizona
INDEMNITY AGREEMENT
Indemnification Agreement • September 5th, 2003 • Bionova Holding Corp • Agricultural services • Delaware

This Agreement made and entered into as of this day of , 2003, by and between Bionova Holding Corporation, a Delaware corporation (the “Company”), and l (“Indemnitee”), who is currently serving or has been requested to serve the Company in the capacity of a director and/or officer thereof;

CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • September 5th, 2003 • Bionova Holding Corp • Agricultural services • Arizona

BIONOVA PRODUCE, INC., an Arizona corporation (“Bionova”), R.B. PACKING OF CALIFORNIA, INC., a California corporation (“RB”), BIONOVA PRODUCE OF TEXAS, INC., a Texas corporation (“BT”) (collectively, jointly and severally the “Borrower”), and WELLS FARGO CREDIT, INC., a Minnesota corporation (the “Lender”), hereby agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 21st, 1997 • Dnap Holding Corp • Agricultural services
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 14th, 1998 • Dnap Holding Corp • Agricultural services • Delaware
BACKGROUND
Termination of Stock Purchase Agreement • January 12th, 2001 • Bionova Holding Corp • Agricultural services • Delaware
EXCHANGE AND STOCK ISSUANCE AGREEMENT
Exchange and Stock Issuance Agreement • March 29th, 2004 • Bionova Holding Corp • Agricultural services • New York

This EXCHANGE AND STOCK ISSUANCE AGREEMENT (this "Agreement") is dated as of March 29, 2004, by and between BIONOVA HOLDING CORPORATION, a Delaware corporation ("Bionova") and SAVIA, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States ("Savia").

AGREEMENT IN PRINCIPLE
Agreement in Principle • March 8th, 2004 • Bionova Holding Corp • Agricultural services • New York

This AGREEMENT IN PRINCIPLE (this "Agreement") is dated as of February 2, 2004, by and between BIONOVA HOLDING CORPORATION, a Delaware corporation ("Bionova") and SAVIA, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States ("Savia").

AGREEMENT IN PRINCIPLE
Agreement in Principle • February 26th, 2004 • Bionova Holding Corp • Agricultural services • New York

This AGREEMENT IN PRINCIPLE (this “Agreement”) is dated as of February 2, 2004, by and between BIONOVA HOLDING CORPORATION, a Delaware corporation (“Bionova”) and SAVIA, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States (“Savia”).

WITNESSETH
Long Term Funded Research Agreement • March 29th, 1999 • Dnap Holding Corp • Agricultural services • California
BACKGROUND ----------
Governance Agreement • October 11th, 1996 • Bionova U S Inc • Agricultural services • Delaware
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Form of Rights Agreement by and between DNAP Holding Corporation and The Bank of New York Company, Inc. as rights agent (including form of right certificate) 4.2 Form of Letter to...
Rights Agreement • April 21st, 1999 • Dnap Holding Corp • Agricultural services

Exhibit No. Description ----------- ----------- 4.1 Form of Rights Agreement by and between DNAP Holding Corporation and The Bank of New York Company, Inc. as rights agent (including form of right certificate) 4.2 Form of Letter to Stockholders 4.3 Form of Rights Certificate 4.4 Form of Instructions for Rights Certificate 4.5 Form of Letter to Brokers 4.6 Form of Letter to Clients 4.7 Form of Notice of Guaranteed Delivery 4.8 Form of Letter to Foreign Stockholders 4.9 Form of Guidelines to Form W-9 5 Opinion of Thompson & Knight, P.C. 23.1 Consent of Thompson & Knight, P.C. (included in Exhibit 5) 23.2 Consent of independent accountants 24 Power of Attorney (included on signature page)

FUNDING AGREEMENT
Funding Agreement • January 12th, 2001 • Bionova Holding Corp • Agricultural services • Delaware
Contract
Transfer Agreement of Equity Participations • September 5th, 2003 • Bionova Holding Corp • Agricultural services

TRANSFER AGREEMENT OF EQUITY PARTICIPATIONS (HEREINAFTER THE “AGREEMENT), EXECUTED BY (i) AGROMOD, S.A. DE C.V. REPRESENTED BY MR. JOSE LUIS MARTINEZ GONZALEZ (HEREINAFTER “AGROMOD”), AND BIONOVA HOLDING CORPORATION REPRESENTED BY MR. JOSE MANUEL GARCIA GARCIA (HEREINAFTER “BIONOVA USA”, AND JOINTLY WITH AGROMOD, THE “TRANSFERORS”), TECNOLOGIA APLICADA EN PROCESOS, S. DE R.L. DE C.V. (HEREINAFTER “TAP”), HEREBY REPRESENTED BY MR CARLOS GERARDO MAHUAD MENDEZ; (iii) AGROBIONOVA, S.A. DE C.V. REPRESENTED BY MR. FIDEL HOYOS PESCADOR (HEREINAFTER “AGROBIONOVA”); (iv) PROMO-TOW, S. DE R.L. DE C.V. (HEREINAFTER “PROMOTOW”), REPRESENTED BY ITS LEGAL REPRESENTATIVE MR. NICOLAS VILLAREAL MARTINEZ, AND (v) GRUPO METALSA, S.A. DE C.V. (HEREINAFTER “GRUPO METALSA)”, REPRESENTED BY ITS LEGAL REPRESENTATIVE MR. NICOLAS VILLAREAL MARTINEZ AND JOINTLY WITH PROMOTOW, (THE “ASSIGNEES”), AGREEMENT THAT IS BOUND AND EXECUTED ACCORDING TO THE FOLLOWING RECITALS AND STATEMENTS:

CONFORMED COPY] NOTE ACQUISITION AGREEMENT
Note Acquisition Agreement • March 29th, 1999 • Dnap Holding Corp • Agricultural services • New York
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Contract
Purchase Agreement • February 20th, 2004 • Bionova Holding Corp • Agricultural services

PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN DESARROLLO CONSOLIDADO DE NEGOCIOS, S.A. DE C.V., THE SELLER, (HEREINAFTER REFERRED TO AS “DCN”) REPRESENTED BY MR. GUSTAVO ADOLFO ROMO GARZA; AND MR. ALEJANDRO GARZA LAGUERA, THE BUYER, (HEREINAFTER REFERRED TO AS “BUYER”), IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS
Credit and Security Agreement • September 5th, 2003 • Bionova Holding Corp • Agricultural services

This Amendment, dated as of June 13, 2003, is made by and between BIONOVA PRODUCE, INC., an Arizona corporation (“Bionova”), R.B. PACKING OF CALIFORNIA, INC., a California corporation (“RB”), BIONOVA PRODUCE OF TEXAS, INC., a Texas corporation (“BT”) (collectively, jointly and severally the “Borrower”), and WELLS FARGO CREDIT, INC., a Minnesota corporation (the “Lender”).

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