FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of December, 2005, by and among Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
17,000,000 Units BOULDER SPECIALTY BRANDS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • California
The undersigned, Boulder Specialty Brands, Inc., a Delaware corporation (“Company”), along with the individuals whose names appear on the signature page hereto (but solely with respect to the Sections hereof indicated thereon), hereby confirms its agreement with Roth Capital Partners, LLC (“Roth Capital” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Roth Capital is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF WARRANT AGREEMENTWarrant Agreement • December 14th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of December [__], 2005, by and between Boulder Specialty Brands, Inc. (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (the “Warrant Agent”), a New York corporation.
WARRANT AGREEMENTWarrant Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • New York
Agreement made as of , 2005 between Boulder Specialty Brands, Inc., a Delaware corporation, with offices at 6106 Sunrise Ranch Drive, Longmont, Colorado 80503 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • August 26th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • California
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) , 2006 AND (II) THE CONSUMMATION BY BOULDER SPECIALTY BRANDS, INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON , 2010.
SMART BALANCE, INC., as Issuer, and Wells Fargo Bank, National Association, as Trustee Indenture Dated as of _____________ Senior Debt Securities CROSS REFERENCE SHEET* BetweenIndenture • November 7th, 2012 • Smart Balance, Inc. • Food and kindred products • New York
THIS INDENTURE, dated as of ________________, by and between SMART BALANCE, INC., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”),
BOULDER SPECIALTY BRANDS, INC. 17,000,000 Units1 Common Stock Warrants FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • New York
Boulder Specialty Brands, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 17,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 2,550,000 units to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are hereinafter referred to collectively as the “Securities” or the “Units.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • New York
Amended and Restated Credit Agreement Dated as of March 31, 2011, among GFA Brands, Inc., as the Borrower Smart Balance, Inc., as the Parent and a Guarantor The other Guarantors from time to time parties hereto, the Lenders from time to time parties...Credit Agreement • April 5th, 2011 • Smart Balance, Inc. • Food and kindred products • Illinois
This Amended and Restated Credit Agreement is entered into as of March 31, 2011, by and among GFA Brands, Inc., a Delaware corporation (the “Borrower”), Smart Balance, Inc., a Delaware corporation (the “Parent”), as a Guarantor, and the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. and BOULDER BRANDS, INC. Dated as of November 24, 2015Merger Agreement • November 24th, 2015 • Boulder Brands, Inc. • Food and kindred products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 24, 2015 (this “Agreement”), by and among Pinnacle Foods Inc., a Delaware corporation (“Parent”), Slope Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Boulder Brands, Inc., a Delaware corporation (the “Company”).
BOULDER SPECIALTY BRANDS, INC. FORM OF FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENTFounding Director Warrant Purchase Agreement • December 14th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • Delaware
THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of December __, 2005 between Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”), on the one hand, and Stephen B. Hughes, James E. Lewis, Robert J. Gillespie, Robert F. McCarthy and Michael R. O’Brien, on the other hand (collectively, the “Purchasers” or individually, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2005 • Boulder Specialty Brands, Inc. • Delaware
This INDEMNIFICATION AGREEMENT, made and entered into this day of , 2005 (“Agreement”), by and between Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
PROCESSING AND PACKAGING AGREEMENTProcessing and Packaging Agreement • May 25th, 2007 • Smart Balance, Inc. • Blank checks • Arkansas
Certain portions hereof denoted with “[***]” have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment.
ContractPromissory Note • July 1st, 2005 • Boulder Specialty Brands, Inc. • Colorado
This security has not been registered under the Securities Act of 1933 (hereinafter the “1933 Act”) or under applicable state securities law (hereinafter the “State Acts”) and may not be sold, assigned, pledged, transferred or hypothecated, whether or not for consideration, by the holder except upon issuance to the Company of a favorable written opinion of counsel for the holder or upon submission to the Company of such other evidence as may be satisfactory to counsel to the Company to the effect that any such sale, assignment, pledge, transfer or hypothecation will not be in violation of the 1933 Act or the State Acts.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 2nd, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of May 31, 2012, by and among HUBSON ACQUISITION, LLC, an Indiana limited liability company (“Hubson”), EHUD BARON (“Ehud”), ETAI BARON (“Etai”), RIVKA GRINBERG (“Grinberg”), YOSEF LUTWAK (“Lutwak”), CHADWICK WHITE (“White”) (collectively, Hubson, Ehud, Etai, Grinberg, Lutwak and White are referred to herein as “Sellers,” and each is sometimes referred to herein as a “Seller”), Smart Balance, Inc., a Delaware corporation (“Buyer”), UHF Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Acquisition Co.” and collectively with Buyer and Sellers, the “parties”), and, solely for purposes of Sections 5.3 (Exclusivity), 5.7 (Covenant Not to Compete; Confidentiality), 5.13 (Release of Claims), 5.18 (Transfer of Units) and 6.1(b) (Indemnification by Sellers and the Restricted Parties) and ARTICLE 9, Allan B. Hubbard (“Hubbard”) in his personal capacity and in his capacity as Trustee of th
AMENDED AND RESTATED SMART BALANCE, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 24th, 2011 • Smart Balance, Inc. • Food and kindred products • New Jersey
This Amended and Restated Smart Balance, Inc. Change of Control Agreement (the “Agreement”) is made and entered into as of April 1, 2010 (the “Effective Date”) by and between Smart Balance, Inc., a Delaware corporation (the “Company”), and «Name» (“Employee”). This Amendment and Restatement is effective as of April 1, 2010.
LICENSE AGREEMENTLicense Agreement • May 25th, 2007 • Smart Balance, Inc. • Blank checks • Massachusetts
This Agreement, made and entered into this 18th day of June, 1996, (the Effective Date) by and between BRANDEIS UNIVERSITY, a not-for-profit corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 415 South Street, Waltham, Massachusetts 02254 U.S.A. (hereinafter referred to as “BRANDEIS”), and GFA Brands, Inc., its AFFILIATE companies, and its successors or assigns, collectively referred to as GFA BRANDS, a corporation duly organized and existing under the laws of the State of Ohio and having its principal office at 211 Knickerbocker Road, Cresskill, NJ 07626 (hereinafter referred to as “LICENSEE”).
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • December 14th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • New York
This STOCK ESCROW AGREEMENT (this “Agreement”) is made as of December [__], 2005, by and among Boulder Specialty Brands, Inc., (the “Company”), a Delaware corporation, the undersigned parties listed under Investors on the signature page hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company (the “Escrow Agent”), a New York corporation.
AMENDMENT AGREEMENTAmendment Agreement • July 31st, 2014 • Boulder Brands, Inc. • Food and kindred products • New York
This Credit Agreement is entered into as of July 9, 2013, by and among GFA Brands, Inc., a Delaware corporation (“GFA”), UHF Acquisition Corp., a Delaware corporation (“UHF”), Udi’s Healthy Foods, LLC, a Colorado limited liability company (“Udi”), Boulder Brands, Inc. (formerly known as Smart Balance, Inc.), a Delaware corporation (the “Parent”), as a Guarantor, the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Citibank, N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 2nd, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
This FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of June 29, 2012 (this “Amendment”), is by and between Smart Balance, Inc., a Delaware corporation (“Buyer”), and Hubson Acquisition, LLC, an Indiana limited liability company, in its capacity as Sellers’ Representative (“Sellers’ Representative”). All capitalized terms used and not otherwise defined herein have the respective meanings given to them in the Purchase Agreement (as such term is defined below).
ContractRegistration Rights Agreement • September 27th, 2006 • Boulder Specialty Brands, Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT, dated as of _______ __, 200_ (the “Agreement”) among Smart Balance, Inc. (F/K/A Boulder Specialty Brands, Inc.), a Delaware corporation (the “Corporation”), and the INVESTORS (as herein defined).
AMENDMENT NO. 1 TO UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2006 • Boulder Specialty Brands, Inc. • Blank checks
This Amendment No. 1 (the “Amendment”) to the Underwriting Agreement (the “Agreement”) dated December 16, 2005, is made as of March 30, 2006 by and between BOULDER SPECIALTY BRANDS, INC. (the “Corporation”) and CITIGROUP GLOBAL MARKETS, INC. (collectively, the “Representatives”). Any terms used herein but not defined shall have the meaning set forth in the Agreement.
SMART BALANCE, INC. SEVERANCE AGREEMENTSeverance Agreement • January 6th, 2012 • Smart Balance, Inc. • Food and kindred products • New Jersey
This Smart Balance, Inc. Severance Agreement (the “Agreement”) is made and entered into as of January 1, 2012 (the “Effective Date”) by and between Smart Balance, Inc., a Delaware corporation (the “Company”), and «Name» (“Employee”).
Second Amendment to Amended and Restated Credit AgreementCredit Agreement • May 3rd, 2012 • Smart Balance, Inc. • Food and kindred products • Illinois
This Second Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of March __, 2012 (the “First Amendment Effective Date”), among GFA Brands, Inc., a Delaware corporation (“GFA”), Glutino USA, Inc., a Delaware corporation (“Glutino,” and together with GFA, each a “Borrower” and collectively, the “Borrowers”), Smart Balance, Inc., a Delaware corporation (the “Parent”), as a Guarantor, SB Glutino, L.P., a Delaware limited partnership (“SB Glutino”), as a Guarantor, the direct and indirect Subsidiaries of the Borrower from time to time party to the Credit Agreement (hereafter defined), as Guarantors (together with the Parent and SB Glutino, the “Guarantors”), the several financial institutions from time to time party to this Agreement, as Lenders (the “Lenders”), and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent (the “Administrative Agent”).
BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 21st, 2015 • Boulder Brands, Inc. • Food and kindred products • Colorado
This Separation and Release Agreement (“Agreement”) is by and between Boulder Brands, Inc. (together with Boulder Brands, Inc.’s subsidiaries, “Boulder Brands”) and Terrence J. McIntyre (the “Executive”).
SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN STOCK OPTION GRANT NOTICE AND AGREEMENTStock Option Grant Agreement • January 6th, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted a stock option award (the “Option”), effective «Grant_Date» (the “Grant Date”). Your Option is subject to the terms of this Stock Option Grant Notice and Agreement (this “Agreement”) and the Second Amended and Restated Smart Balance, Inc. Stock and Awards Plan (the “Plan”), which is incorporated into this Agreement by reference. Initially capitalized terms used in this Agreement and defined in the Plan shall have the meanings given to such terms in the Plan. Copies of the Plan are available from the Compensation Committee of the Company’s Board of Directors (“Committee”).
Certain portions of this agreement have been omitted in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission (the “SEC”). Omitted information has been replaced with three asterisks (***). The omitted...Manufacturing Agreement • April 29th, 2011 • Smart Balance, Inc. • Food and kindred products • California
This Manufacturing Agreement (the “Agreement”) is made and entered into as of the Effective Date shown above by and between
GFA BRANDS, INC. SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 3rd, 2011 • Smart Balance, Inc. • Food and kindred products • New Jersey
This Separation Agreement and Release (“Agreement”) is by and between GFA BRANDS, INC. (“GFA”) and Gregory Venner (“Venner”), who resides at 2522 Oak Bend Place, Newburgh IN 47630.
Credit Agreement Dated as of July 9, 2013, among GFA Brands, Inc., UHF Acquisition Corp., and Udi’s Healthy Foods, LLC, as the Borrowers Boulder Brands, Inc., as the Parent and a Guarantor The other Guarantors from time to time parties hereto, the...Credit Agreement • July 10th, 2013 • Boulder Brands, Inc. • Food and kindred products • New York
This Credit Agreement is entered into as of July 9, 2013, by and among GFA Brands, Inc., a Delaware corporation (“GFA”), UHF Acquisition Corp., a Delaware corporation (“UHF”), Udi’s Healthy Foods, LLC, a Colorado limited liability company (“Udi”), Boulder Brands, Inc. (formerly known as Smart Balance, Inc.), a Delaware corporation (the “Parent”), as a Guarantor, the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Citibank, N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
SMART BALANCE, INC. SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Agreement • January 6th, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted an Award consisting of restricted stock units (the "Restricted Stock Units"), effective January 3, 2012 (the “Grant Date”). Your Restricted Stock Units are subject to the terms of this Restricted Stock Unit Grant Notice and Agreement (the “Agreement”) and the Second Amended and Restated Smart Balance, Inc. Stock and Awards Plan, as amended (the “Plan”), which is incorporated into this Agreement by reference. Initially capitalized terms used in this Agreement and defined in the Plan shall have the meanings given to such terms in the Plan. Copies of the Plan are available from the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the "Board").
CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Compete and Non-Solicitation Agreement • November 7th, 2005 • Boulder Specialty Brands, Inc. • Blank checks • Delaware
This CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made as of November , 2005 by and between Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”), and (the “Affiliate”), who is an officer or director of, or a senior advisor to, the Company.
SMART BALANCE, INC. SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Agreement • January 6th, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted an Award consisting of restricted stock units (the "Restricted Stock Units"), effective January 3, 2012 (the “Grant Date”). Your Restricted Stock Units are subject to the terms of this Restricted Stock Unit Grant Notice and Agreement (the “Agreement”) and the Second Amended and Restated Smart Balance, Inc. Stock and Awards Plan, as amended (the “Plan”), which is incorporated into this Agreement by reference. Initially capitalized terms used in this Agreement and defined in the Plan shall have the meanings given to such terms in the Plan. Copies of the Plan are available from the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the "Board").
SMART BALANCE, INC. SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • October 2nd, 2012 • Smart Balance, Inc. • Food and kindred products • New Jersey
This Separation and Release Agreement (“Agreement”) is by and between Smart Balance, Inc. (together with Smart Balance, Inc.’s subsidiaries, “Smart Balance”) and Terrence S. Schulke (the “Executive”).
February 15, 2007Securities Purchase Agreement • February 16th, 2007 • Boulder Specialty Brands, Inc. • Blank checks
