RECITALSEmployment Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec
RECITALSEscrow Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec
Exhibit 4.2 WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A...Warrant Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
WHEREAS, pursuant to Subscription Agreement, dated the date hereof between SimplaGENE USA, Inc. (the "Company") and the Secured Party (the "Subscription ------------ Agreement"), the Company has agreed to issue to the Secured Party and the ---------...Security Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
Exhibit 10.6 ____________________ SimplaGene USA, Inc. ____________________ This offering consists of $2,500,000 of the Company's 5 Year Convertible Debentures convertible into the Company's Common Stock and Warrants exercisable into the Company's...Subscription Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
SECTION 1 DEFINITIONSLicense Agreement • December 12th, 2003 • Simplagene Usa Inc • Services-business services, nec • Minnesota
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of July 14, 2006, is made by and between SimplaGene USA, Inc., a Nevada corporation (the "Company"), and Crusader Securities, LLC, a New York limited...Registration Rights Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • New York
FACE AMOUNT $2,500,000 PRICE $2,500,000 DEBENTURE NUMBER July - 2006-101 ISSUANCE DATE July 14, 2006 MATURITY DATE July 14, 2011Debenture Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (this "Agreement") entered into as of July 14, 2006, by and among SimplaGene USA, Inc., a Nevada corporation ("SMPG"), SMPG Merger Co., Inc., a Delaware...Agreement and Plan of Reorganization • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Delaware
Exhibit No. 99.1 SimplaGene USA, Inc. Form SB-2, Amendment No. 1 PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of November 26, 2002, by and between SIMPLAGENE USA, INC., a Nevada corporation (the "Company") and ASSOCIATED...Proceeds Escrow Agreement • November 27th, 2002 • Simplagene Usa Inc • Services-business services, nec • Minnesota
Exhibit No. 10.1 Form 10-KSB SimplaGene USA, Inc. File No. 333-100110 MASTER DISTRIBUTOR AGREEMENT This agreement made this 10th day of September, 2002 by and between Ningbo SimplaGene Institute, a Chinese Corporation having its principal offices at...Master Distributor Agreement • December 12th, 2003 • Simplagene Usa Inc • Services-business services, nec • Minnesota
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”).
SIMPLAGENE USA, INC. - COMMON STOCK Subscription AgreementSubscription Agreement • November 27th, 2002 • Simplagene Usa Inc • Services-business services, nec
PREMISESStock Purchase Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Delaware
Exhibit 10.7 DEBENTURE REGISTRATION RIGHTS AGREEMENT DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 14, 2006, by and between SimplaGene USA, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund,...Debenture Registration Rights Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
AGREEMENT ---------Security Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • New Jersey
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2008 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits hereto, Schedules and Exhibits thereto, and other documents and instruments incorporated herein, the “Agreement”) dated as of February 29, 2008, is made and entered into by and between Delightful Deliveries, Inc., a corporation organized under the laws of the State of New York (the “Seller”), on the one hand, and DineWise, Inc., a corporation organized under the laws of the State of Nevada (the “Buyer”), on the other hand. Each of Seller and Buyer are sometimes individually referred to herein as a “Party” and, collectively, as the “Parties”.
SHOPPERS CHARGE ACCOUNTS CO. PRIVATE LABEL CREDIT CARD AGREEMENTPrivate Label Credit Card Agreement • November 8th, 2006 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New Jersey
THIS AGREEMENT is made effective this 30th day of October, 2006 by and between Shoppers Charge Accounts Co., a division of TD Banknorth, N.A., having an office at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430 (“SCA”), and New Colorado Prime Holdings, Inc., D/B/A Colorado Prime Foods and DineWise, having its principal office at 500 Bi-County Boulevard, Farmingdale, New York 11735 (“Merchant”).
ADDENDUMDebenture and Warrant Amendment • March 17th, 2008 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Addendum (“Addendum”), to the Debenture Number February 2007 101 dated February 16, 2007 (the "Debenture") between Dutchess Private Equities Fund, Ltd ("Dutchess") and Dinewise, Inc. (the "Company"), and to the Warrant number February 2007 101 dated February 16, 2007, (the “Warrant”) by and between the Company and Dutchess, is made this 17th day of March, 2008.
NEGATIVE PLEDGENegative Pledge Agreement • 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");
Exhibit 10.10 LEAK-OUT AGREEMENT ------------------ THIS LEAK-OUT AGREEMENT SUPERCEDES ANY AND ALL OTHER AGREEMENTS WHETHER IN WRITING OR ORALLY COMMUNICATED BETWEEN DUTCHESS CAPITAL MANAGEMENT LLC AND ITS PREDECESSORS (THE "COMPANY") AND ___________,...Leak-Out Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec
THIS LEAK-OUT AGREEMENT SUPERCEDES ANY AND ALL OTHER AGREEMENTS WHETHER IN WRITING OR ORALLY COMMUNICATED BETWEEN DUTCHESS CAPITAL MANAGEMENT LLC AND ITS PREDECESSORS (THE "COMPANY") AND ___________, HIS AFFILIATES, OR FAMILY MEMBERS (HEREIN REFERRED TO AS "________").
TD RETAIL CARD SERVICES CORPORATE PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENTCorporate Private Label Credit Card Program Agreement • December 16th, 2011 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New Jersey
This agreement is entered into as of December 31, 2010 (the "Effective Date"), by and between New Colorado Prime Holdings, Inc, dba Colorado Prime Foods and DineWise, a Delaware corporation, with its principal place of business at 500 Bi-County Boulevard, Suite 400, Farmingdale, New York 11735-3940 (the ""Merchant"), and TD Retail Card Services, a division of TD Bank, N.A., with an office at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430 ("TDRCS").
March 5, 2009 Dutchess Private Equities Fund, Ltd.Waiver of Certain Events of Default and Covenants • March 6th, 2009 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
March 5, 2009Waiver of Certain Events of Default and Covenants • December 16th, 2011 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
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”).
SECOND AMENDMENT TO LEASELease • December 16th, 2011 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS AGREEMENT (this “Agreement”), made the 14th of April, 2011 by and between 500 BI-COUNTY CW NF LLC and 500 BI-COUNTY J.E.S. NF LLC, Delaware limited liability companies, both with offices at 500 Bi-County Blvd., Farmingdale, New York 11735, successor-in-interest to 500 Bi-County Associates, L.P. (hereinafter referred to as "Landlord") and COLORADO PRIME CORPORATION, (“Colorado”), a Delaware corporation, and DINEWISE, a Nevada Corporation (“Dine”), with offices at 500 Bi-County Boulevard, Farmingdale, New York 11735 (hereinafter collectively referred to as "Tenant").
