Exhibit 2.16 AGREEMENT AND PLAN OF MERGER by and between THE HAIN CELESTIAL GROUP, INC.Agreement and Plan of Merger • August 29th, 2005 • Spectrum Organic 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 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
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
RECITALS --------Settlement Agreement • November 6th, 2001 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies
ARTICLE I.Asset Purchase Agreement • June 26th, 2001 • 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
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
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 COMPANYOrganic Food Products Inc • March 7th, 1997 • California
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
ARTICLE I ---------Management Services Agreement • May 19th, 1998 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • 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
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 1.02 ORGANIC FOOD PRODUCTSDealer Agreement • March 7th, 1997 • Organic Food Products Inc • California
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
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 • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies
OBLIGOR # NOTE # AGREEMENT DATESecurity Agreement • November 6th, 2003 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
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
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.,...Organic Food Products Inc • July 10th, 1997 • Canned, fruits, veg, preserves, jams & jellies • California
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
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
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.,...Spectrum Organic Products Inc • March 17th, 2003 • Canned, fruits, veg, preserves, jams & jellies
ARTICLE 1 AGREEMENT TO VOTEVoting and Support Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
RECITALSAgreement of Purchase and Sale of Assets • February 25th, 1998 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
ARTICLE I.Asset Purchase Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • New York
ARTICLE IEscrow and Security Agreement • May 9th, 2002 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • Connecticut
RECITALS --------Non-Competition Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 1997 • Organic Food Products Inc • California
Subordination Agreement (All Indebtedness and Liens) Spectrum Organic Products, Inc. ___________ ("Borrower") is indebted to the undersigned ("Creditor") in the principal sum of Six Hundred Nine Thousand Three Hundred Five and No/l00_______ Dollars...Subordination Agreement • November 6th, 2003 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
STOCK OPTION AGREEMENT ---------------------- (Non-Qualified 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
EXHIBIT 8.2 Cooley Godward LLP Spectrum Naturals, Inc. 133 Copeland Street Petaluma, California 94951 Ladies and Gentlemen: This opinion is being delivered to you pursuant to Section 7.8 of the Agreement and Plan of Merger and Reorganization dated as...Organic Food Products Inc • July 23rd, 1999 • Canned, fruits, veg, preserves, jams & jellies
