Where Food Comes From, Inc. Sample Contracts

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RECITALS
Asset Purchase Agreement • April 28th, 2006 • Integrated Management Information, Inc. • Missouri
Amended and Restated Operating Agreement of SUREHARVEST SERVICES, LLC A CALIFORNIA Limited Liability Company
Operating Agreement • December 30th, 2016 • Where Food Comes From, Inc. • Services-prepackaged software • California

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into as of the Effective date by and among SureHarvest Services, LLC, a California limited liability company (the “LLC”), the initial Managers and the Members whose names, addresses and taxpayer identification numbers are listed on the Information Exhibit attached hereto as Exhibit A. Unless otherwise indicated, capitalized words and phrases in this Amended and Restated Operating Agreement (this “Agreement”) shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit B.

Agreement for Consulting Services
Consulting Agreement • April 28th, 2006 • Integrated Management Information, Inc. • Missouri
ARTICLE I LEASED PREMISES
Commercial Lease • August 3rd, 2006 • Integrated Management Information, Inc. • Agricultural services
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 13th, 2018 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

THIS AGREEMENT, is made and entered into as of the 29th day of August, 2018, by and among JVF Consulting, LLC, a California limited liability company (“Seller”); and Jason Franco and Melissa Franco (collectively “Seller Principals”); and Where Food Comes From, Inc., a Colorado corporation (“Buyer”). Seller and Seller Principals are referred to collectively as “Seller Parties” and singularly as a “Seller Party”.

ASSET PURCHASE AGREEMENT by and between INTEGRATED MANAGEMENT INFORMATION, INC. and CATTLENETWORK, LLC Dated as of July 15, 2008
Asset Purchase Agreement • March 31st, 2009 • Integrated Management Information, Inc. • Services-prepackaged software • Illinois

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2008, by and between INTEGRATED MANAGEMENT INFORMATION, INC., a Colorado corporation having its principal place of business at 221 Wilcox Street, Ste. A, Castle Rock, Colorado 80104 (“Seller”) and CATTLENETWORK, LLC, a Delaware limited liability company, having its principal place of business at 400 Knightsbridge Parkway, Lincolnshire, Illinois 60069 (“Purchaser”). Seller and Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

PURCHASE AND EXCHANGE AGREEMENT Between and International Certification Services, Inc. Dated February 29, 2012, But effective as of the close of business on December 31, 2011
Purchase and Exchange Agreement • March 2nd, 2012 • Integrated Management Information, Inc. • Services-prepackaged software • North Dakota

THIS PURCHASE AND EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 29th day of February, 2012, but effective as of the close of business on December 31, 2011,, by and between IMI Global, Inc., a Colorado corporation (hereinafter referred to as "IMI" or the “Purchaser”) and International Certification Services, Inc. a North Dakota corporation (hereinafter referred to as "ICS" or the “Company”) and each of Christina Dockter, an individual, Fred Kirschenmann, an individual, Robert Simmons, an individual, Ellen Cooke, an individual, James Deese, an individual, Annie Kirschenmann, an individual, and the other individuals listed on Schedule 1.00 attached hereto (each a “Shareholder” and collectively the “Shareholders”). The Company and the Shareholders are hereinafter referred to collectively as the “Sellers”. Purchaser and the Sellers are hereinafter referred to collectively as the “Parties”.

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • April 2nd, 2018 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

This First Amendment to Lease Agreement (the "First Amendment ") is entered into as of this______day of July, 2017 (the "Effective Date"), by and between Move LLC, a Colorado limited liability company (the "Landlord") and Where Food Comes From, Inc., a Colorado corporation (the " Tenant").

EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2016 • Where Food Comes From, Inc. • Services-prepackaged software • California

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 28th day of December 2016 (“Effective Date”) by and between SureHarvest Services, LLC (the “Company”), and Dr. Jeff Dlott (“Employee”). Employee and the Company are referred to individually as a “Party” and collectively as the “Parties.”

HEADNOTE TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
Asset Purchase Agreement • March 13th, 2017 • Where Food Comes From, Inc. • Services-prepackaged software

On December 28, 2016, we entered into an Asset Purchase Agreement (the “SureHarvest Purchase Agreement”), by and among the Company, SureHarvest Services LLC (the “Buyer” or “SureHarvest”); and SureHarvest, Inc., a California corporation (“SureHarvest, Inc.”). We acquired substantially all the assets of the Seller. SureHarvest develops software and provides services related to sustainability measurement and benchmarking, traceability, verification and certification to the food and agriculture industries.

ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG PRAEDIUM VENTURES, LLC (FORMERLY KNOWN AS VALIDUS VENTURES, LLC), THE MEMBERS OF PRAEDIUM VENTURES, LLC, WHERE FOOD COMES FROM, INC. AND VALIDUS VERIFICATION SERVICES LLC September 16, 2013
Asset Purchase Agreement • September 19th, 2013 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

This Asset Purchase and Contribution Agreement (this “Agreement”) is made as of September 16, 2013, by and among (i) Praedium Ventures, LLC (formerly known as Validus Ventures, LLC), a Delaware limited liability company (the “Seller”), (ii) the members of Seller as listed on Schedule 1 attached hereto (the “Seller Members”), (iii) Validus Verification Services LLC, a Colorado limited liability company (the “Buyer”) and (iv) Where Food Comes From, Inc., a Colorado corporation (“WFCF”). The Seller Members, the Seller, WFCF and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

ASSET PURCHASE AGREEMENT BY AND AMONG SUREHARVEST, INC., WHERE FOOD COMES FROM, INC. AND SUREHARVEST SERVICES, LLC DECEMBER, 2016
Asset Purchase Agreement • December 30th, 2016 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

This Asset Purchase Agreement (this “Agreement”) is made as of December 28, 2016, and effective as of the Effective Time, by and among (i) SureHarvest, Inc., a California corporation (the “Seller”), (ii) SureHarvest Services, LLC, a California limited liability company (the “Buyer”), (iii) Jeff Dlott, the President, key manager and shareholder of Seller (“Dlott”) and (iv) Where Food Comes From, Inc., a Colorado corporation (“WFCF”). The Seller, Dlott, the Buyer and WFCF are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

HEADNOTE TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
Purchase and Exchange Agreement • May 14th, 2012 • Integrated Management Information, Inc. • Services-prepackaged software

On February 29, 2012, Integrated Management Information, Inc. (“IMI” or the “Company”) entered into a Purchase and Exchange Agreement (the “Purchase Agreement”), dated February 29, 2012 but effective as of the close of business on December 31, 2011, by and among IMI and International Certification Services, Inc. (ICS), and other shareholders as individually named in the Agreement (collectively the “Sellers”).

SHAREHOLDERS’ AGREEMENT
Shareholder Agreement • March 2nd, 2012 • Integrated Management Information, Inc. • Services-prepackaged software • Colorado

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”), is made and entered into as of February 29, 2012, by and among International Certification Services, Inc., a North Dakota corporation (the “Company”), IMI Global, Inc.(“IMI”), a Colorado corporation and the shareholders listed in the first recital, supra,, (collectively, the “Shareholders”).

PURCHASE AGREEMENT FOR MEMBERSHIP INTERESTS
Purchase Agreement • November 13th, 2018 • Where Food Comes From, Inc. • Services-prepackaged software • Kansas

THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this 9th day of August, 2018 by and between Where Food Comes From, Inc. (“Buyer”), and Progressive Beef, LLC, a Kansas Limited Liability Company (“Company”).

ARTICLE I LEASED PREMISES
Commercial Lease • April 28th, 2006 • Integrated Management Information, Inc.
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BUSINESS LOAN AGREEMENT
Business Loan Agreement • September 5th, 2014 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

THIS BUSINESS LOAN AGREEMENT dated September 2, 2014, is made and executed between Where Food Comes From, Inc. (“Borrower”) and Castle Rock Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2013 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into effective as of September 16, 2013, by and between Validus Verification Services LLC, a Colorado limited liability company (the "Company") and Earl Dotson, an individual residing in Cameron, Missouri ("Executive").

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