Exhibit 2.16 AGREEMENT AND PLAN OF MERGER by and between THE HAIN CELESTIAL GROUP, INC.Merger Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
Organic Food Products, a California corporation (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters named in Schedule 1 hereto (the "Underwriters"), for whom Sentra Securities Corporation and Spelman & Co.,...Underwriting Agreement • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into effective as of June 25, 1996, between DEAN NICHOLSON ("Nicholson"), and GARDEN VALLEY NATURALS, INC., a California corporation ("GVN"), with reference to the following facts: A. Nicholson...Settlement Agreement • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
Exhibit 2.15 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- AGREEMENT dated as of April 25, 2002 by and between Spectrum Organic Products, Inc., a California corporation ("Seller") and Organic Ingredients, Inc., a California...Assignment and Assumption Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
SUBSCRIPTION AGREEMENT Floyd R. Hill, Chief Executive Officer Organic Food Products, Inc. 550 Monterey Road Morgan Hill, California 95037 RE: Private offering of unsecured promissory notes by Organic Food Products, Inc. (the "Company") Dear Mr. Hill,...Subscription Agreement • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
AGREEMENT ---------Loan and Security Agreement • August 10th, 2004 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
RECITALS --------Settlement Agreement • November 6th, 2001 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
Exhibit 10.53 FIRST AMENDMENT TO SUBLEASE AGREEMENT BY THIS AGREEMENT, made this 15th day of November, 2003, the Sublease Agreement dated October 23rd, 2002 by and between Alcatel USA Sourcing, L.P., as ("Sublandlord") and Spectrum Organic Products,...Sublease Agreement • March 29th, 2004 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
F I N O V A FINANCIAL INNOVATORS LOAN AND SECURITY AGREEMENT ORGANIC FOOD PRODUCTS, INC.Loan and Security Agreement • November 20th, 1998 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • Arizona
LOCK-UP AGREEMENT FOR DIRECTORS AND OFFICERS This Lock-Up Agreement ("Agreement") is effective as of ____________, 1997 by and among Organic Food Products, Inc., a California corporation (the "Company"), ______________, a director and/or officer of...Lock-Up Agreement • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
Exhibit 10.61 SEVERANCE AGREEMENT ------------------- SEVERANCE AGREEMENT (this "Agreement"), made and entered into August 23, 2005, by and between Neil Blomquist ("Blomquist") and Spectrum Organic Products, Inc., a California corporation (the...Severance Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
ARTICLE I.Asset Purchase Agreement • June 26th, 2001 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
ARTICLE I ---------Management Services Agreement • May 19th, 1998 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
LICENSE AGREEMENTLicense Agreement • June 26th, 2001 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
Exhibit 10.39 SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, dated as of October 30, 2002, (this "Amendment") is made by and between SPECTRUM ORGANIC PRODUCTS, INC., a California corporation (the "Borrower"), and WELLS FARGO...Credit and Security Agreement • March 17th, 2003 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANYUnderwriting Agreement • March 7th, 1997 • Organic Food Products Inc • California
RECITALS --------Non-Competition Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
WITNESSETH: -----------Noncompetition Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
EXHIBIT 1.02 ORGANIC FOOD PRODUCTSSelected Dealer Agreement • March 7th, 1997 • Organic Food Products Inc • California
COMERICA SECOND MODIFICATION AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
Exhibit 2.12 TRANSITION SERVICES AGREEMENT ----------------------------- THIS TRANSITION SERVICES AGREEMENT, dated April 25, 2002 (the "Agreement"), is entered into by and between Spectrum Organic Products, Inc., a California corporation ("Spectrum"),...Transition Services Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
SECURED PROMISSORY NOTE -----------------------Secured Promissory Note • November 20th, 1998 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies
EMPLOYMENT AGREEMIENT THIS EMPLOYMENT AGREEMENT is dated as of July 1, 1996, by and between GARDEN VALLEY NATURALS, INC., a California corporation ("Corporation"), and FLOYD R. HILL ("Employee") under the following circumstances: A. Corporation...Employment Agreement • March 7th, 1997 • Organic Food Products Inc • California
AGREEMENT OF MERGERMerger Agreement • March 7th, 1997 • Organic Food Products Inc
RECITALS: ---------Redemption Agreement • March 20th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
FIRST AMENDMENT TO STOCK REDEMPTION AGREEMENT This First Amendment to Stock Redemption Agreement is dated effective as of January 10,1996, by and among GARDEN VALLEY NATURALS, INC., formerly known as S & D FOODS, INC., a California corporation (the...Stock Redemption Agreement • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
Exhibit 30.36 LEASE TERMINATION AGREEMENT THIS AGREEMENT, made effective as of the 1st day of October, 2001 by and between Kenneth I. Namimatsu, Reiko Matsumoto, Richard Inouye and Sharon C. Inouye, as Trustees of the Inouye Family Trust dated May 13,...Lease Termination Agreement • March 20th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
AMENDMENT TO PROMISSORY NOTE THIS AGREEMENT TO PROMISSORY NOTE is entered into as of June 9, 1997, between STEVE REEDY ("Payee") and ORGANIC FOOD PRODUCTS, INC., a California corporation formerly known as Garden Valley Naturals, Inc. ("Maker"), with...Promissory Note Amendment • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies
STANDARD INDUSTRIAL LEASE -------------------------------------- BLICKMAN TURKUS COMMERCIAL INDUSTRIAL REAL ESTATE -------------------------------------- An Affiliate of The Woodmont Companies -------------------------------------- 1. PARTIES. This...Standard Industrial Lease • March 7th, 1997 • Organic Food Products Inc • California
ARTICLE 1 AGREEMENT TO VOTEVoting and Support Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
Exhibit 10.42 CONSENT TO SUBLEASE ------------------- THIS CONSENT TO SUBLEASE (this "Agreement") is entered as of November 13th, 2002, by and among Redwood Business Park IV, LLC, successor-in-interest to G & W/Copley Redwood Business Park, L.P.,...Consent to Sublease • March 17th, 2003 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
ARTICLE IEscrow and Security Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • Connecticut
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 1997 • Organic Food Products Inc • California
ARTICLE I.Asset Purchase Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
STOCK OPTION AGREEMENT ---------------------- (Incentive Stock Option) THIS STOCK OPTION AGREEMENT is made as of __________ between ORGANIC FOOD PRODUCTS, INC. a California corporation ("Company"), and __________________ ("Optionee"), under the...Stock Option Agreement • August 26th, 1998 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
