EXHIBIT 10.6 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 6th, 2006 • Vaughan Foods, Inc.
Vaughan Foods, Inc. UNDERWRITING AGREEMENT dated _________, 2006 PAULSON INVESTMENT COMPANY, INC. UNDERWRITING AGREEMENT Paulson Investment Company, Inc. 811 SW Naito Parkway Portland, Oregon 97204 Ladies and Gentlemen: INTRODUCTORY. Vaughan Foods,...Underwriting Agreement • October 6th, 2006 • Vaughan Foods, Inc. • New York
April 20, 2007 Braxton Management, Inc. Mr. Herb Grimes and Mr. Stan Gustas c/o Vaughan Foods, Inc. 216 Northeast 12th Street Moore, Oklahoma 73160 This will set forth the agreement pursuant to which we, or a wholly owned subsidiary formed for that...Acquisition Agreement • April 26th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
PAULSON INVESTMENT COMPANY, INC. As Representative of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below 811 SW Front Avenue Portland, Oregon 97204 Re: VAUGHAN FOODS, INC. - PUBLIC OFFERING The undersigned...Lock-Up Agreement • January 30th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • New York
PAULSON INVESTMENT COMPANY, INC. As Representative of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below 811 SW Front Avenue Portland, Oregon 97204
Vaughan Foods, Inc. UNDERWRITING AGREEMENT dated _________, 2007 PAULSON INVESTMENT COMPANY, INC. UNDERWRITING AGREEMENT Paulson Investment Company, Inc. 811 SW Naito Parkway Portland, Oregon 97204 Ladies and Gentlemen: INTRODUCTORY. Vaughan Foods,...Underwriting Agreement • May 10th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • New York
EX-4.7 PROMISSORY NOTEPromissory Note • October 6th, 2006 • Vaughan Foods, Inc. • California
PROMISE TO PAY. VAUGHAN FOODS, INC. ("BORROWER") PROMISES TO PAY TO CNL COMMERCIAL FINANCE, INC., A DELAWARE CORPORATION ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF THREE MILLION FIVE HUNDRED THOUSAND & 00/100 DOLLARS ($3,500,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM JULY 2, 2003, UNTIL PAID IN FULL.
BETWEENWarrant Agreement • May 10th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
INDENTURE OF TRUSTIndenture of Trust • October 6th, 2006 • Vaughan Foods, Inc. • Oklahoma
EXHIBIT BRegistration Rights Agreement • October 6th, 2006 • Vaughan Foods, Inc. • Oklahoma
Issued to:Purchase Warrant • May 10th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oregon
Exhibit 10.9 SECOND PROMISSORY NOTE EXTENSION AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND PROMISSORY NOTE EXTENSION AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made effective the 31st day of...Promissory Note Extension Agreement • December 27th, 2006 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
EX-10.4 SECURITIES PURCHASE AND SUBSCRIPTION AGREEMENT This SECURITIES PURCHASE AND SUBSCRIPTION AGREEMENT (the "AGREEMENT") is made as of July 17, 2006, by and among Vaughan Foods, Inc., an Oklahoma corporation (the "COMPANY"), and the undersigned...Securities Purchase and Subscription Agreement • October 6th, 2006 • Vaughan Foods, Inc. • Oklahoma
Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 June 12, 2006 Mark E. Vaughan Vernon J. Brandt, Jr. Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 Re: Ownership of Allison's Gourmet Kitchens, LP Gentlemen: This letter...Ownership Agreement • October 6th, 2006 • Vaughan Foods, Inc.
MANAGEMENT AGREEMENTManagement Agreement • April 15th, 2009 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
This Management Agreement (this “Agreement”) is effective April 8, 2009 (the “Effective Date”) by and between Vaughan Foods, Inc. (the “Company”) and Mark E. Vaughan (the “Executive”) with respect to the following:.
EXHIBIT 10.11 VAUGHAN FOODS, INC. 216 East 12th Street Moore, Oklahoma 73160 April 20, 2007 Mark E. Vaughan Vernon J. Brandt, Jr. Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 Re: Conveyance of Ownership Interests in Allison's Gourmet...Conveyance of Ownership Interests • April 26th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
UNIT PURCHASE AGREEMENT VAUGHAN FOODS, INC.Unit Purchase Agreement • March 2nd, 2010 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • New York
UNIT PURCHASE AGREEMENT (as amended or supplemented from time to time, this “Agreement”) made as of this ____ day of February, 2010, between VAUGHAN FOODS, INC., an Oklahoma corporation, with its principal offices at 216 N.E. 12th Street Moore, Oklahoma, 71360 (the “Company”) and the undersigned (the “Subscriber”).
ContractPromissory Note • August 14th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE "SECURITIES LAWS"), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
Tatum, LLC Interim Executive Services AgreementInterim Executive Services Agreement • August 15th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Georgia
Tatum, LLC ("Tatum") understands that Vaughan Foods, Inc. ("the Company") desires to engage a partner of Tatum to serve as interim chief financial officer. This Interim Executive Services Agreement sets forth the conditions under which such services will be provided.
ContractPromissory Note • August 14th, 2007 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE "SECURITIES LAWS"), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
July 26, 2010 Moore, OklahomaPromissory Note • August 16th, 2010 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE “SECURITIES LAWS”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
Vaughan Foods, Inc. Vaughan Foods, Inc. 2006 Equity Incentive Plan Nonqualified Stock Option Agreement (Consultant)Nonqualified Stock Option Agreement • December 3rd, 2008 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 15th, 2010 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
This Fourth Amendment to Loan and Security Agreement is entered into as of August 9, 2010 (the “Amendment”), by and between PENINSULA BANK BUSINESS FUNDING, a division of THE PRIVATE BANK OF THE PENINSULA (“Bank”), and VAUGHAN FOODS, INC. and WILD ABOUT FOOD – OKLAHOMA LLC ( each a “Borrower” and collectively “Borrowers”).
September 8, 2010 Moore, OklahomaPromissory Note • September 10th, 2010 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE "SECURITIES LAWS"), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
August 13, 2009Promissory Note • August 14th, 2009 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE "SECURITIES LAWS"), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
VAUGHAN FOODS, INC. WILD ABOUT FOOD - OKLAHOMA LLC PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 24th, 2009 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • California
This LOAN AND SECURITY AGREEMENT is entered into as of March 6, 2009, by and between PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA (“Bank”) and VAUGHAN FOODS, INC. and WILD ABOUT FOOD - OKLAHOMA LLC (each a “Borrower”, and collectively “Borrowers”).
March 30, 2011Promissory Note • March 30th, 2011 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE "SECURITIES LAWS"), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
ContractWarrant Agreement • March 24th, 2009 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.
LOAN AGREEMENTLoan Agreement • January 4th, 2008 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
THIS LOAN AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into effective as of the 31st day of December 2007, between Vaughan Foods, Inc., an Oklahoma corporation (“VFI”), Allison’s Gourmet Kitchens, Limited Partnership, an Oklahoma limited partnership and Wild About Food – Oklahoma, LLC, a Texas limited liability company (hereinafter collectively referred to as the “Borrower”), and International Bank of Commerce, a Texas state banking association (hereinafter referred to as “Bank”).
SECURITY AGREEMENTSecurity Agreement • January 4th, 2008 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS SECURITY AGREEMENT (this “Agreement”) is made effective as of the 31st day of December, 2007, by and between VAUGHAN FOODS, INC., an Oklahoma corporation, ALLISON’S GOURMET KITCHENS, LIMITED PARTNERSHIP, an Oklahoma limited partnership, and WILD ABOUT FOOD–OKLAHOMA, LLC, a Texas limited liability company (herein collectively called “Debtor”), in favor of INTERNATIONAL BANK OF COMMERCE (herein called “Secured Party”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2011 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
This Fifth Amendment to Loan and Security Agreement is entered into as of March 23, 2011 (the “Amendment”), by and between PENINSULA BANK BUSINESS FUNDING, a division of THE PRIVATE BANK OF THE PENINSULA (“Bank”), and VAUGHAN FOODS, INC. and WILD ABOUT FOOD - OKLAHOMA LLC ( each a “Borrower” and collectively “Borrowers”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 5th, 2011 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
This Sixth Amendment to Loan and Security Agreement is entered into as of June 29, 2011 (the “Amendment”), by and between Avidbank Corporate Finance, a Division of Avidbank (f/k/a Peninsula Bank Business Funding, a division of the Private Bank of the Peninsula) (“Bank”) and Vaughan Foods, Inc. and Wild About Food – Oklahoma LLC (each a “Borrower” and collectively, the “Borrowers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 24th, 2009 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of March 6, 2009 by and between PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA, a California corporation (“Bank”) and VAUGHAN FOODS, INC., an Oklahoma corporation (“Grantor”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 12th, 2011 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 6, 2011, by and among: RESER’S FINE FOODS, INC., an Oregon corporation (“Parent”); RESER’S ACQUISITION, INC., an Oklahoma corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and VAUGHAN FOODS, INC., an Oklahoma corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Vaughan Foods, Inc. Vaughan Foods, Inc. 2006 Equity Incentive Plan Nonqualified Stock Option Agreement (Nonemployee Director)Nonqualified Stock Option Agreement • December 3rd, 2008 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
Vaughan Foods, Inc. Vaughan Foods, Inc. 2006 Equity Incentive Plan Incentive Stock Option Agreement (Employee)Incentive Stock Option Agreement • December 3rd, 2008 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products • Oklahoma
