NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEENon-Qualified Stock Option Agreement • June 5th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the ____ day of March 2013 by and between MamaMancini’s Holdings, Inc. (the “Company”) and _____________ (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • Mascot Properties, Inc. • Real estate operators (no developers) & lessors
AGREEMENT made as of April 1st, 2011 between Mascot Properties Inc, a Nevada corporation with offices at 7985 113th Street, Suite 220, Seminole, Florida 33772 (hereinafter called the “Company”), and David Dreslin, residing at12745 Peloria Court, Seminole, Florida 33778(hereinafter referred to as the “Executive”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 5th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between MamaMancini’s Holdings, Inc., a Nevada corporation (the “Company”), and the employee of the Company named in Section 1(b). (“Optionee”):
MAMAMANCINI’S HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 5th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of __________, 20__ (the “Effective Date”) by and between MamaMancini’s Holdings, Inc., a Nevada corporation (the “Company”), having an address at 25 Branca Road, East Rutherford, NJ and __________________ (“Grantee”), having an address at __________________________________________.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 18th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into by, and among MAMAMANCINI’S HOLDINGS, INC., a Nevada corporation (the “Company”) and the individual and/or entity who executes this Agreement as a purchaser (a “Purchaser”) of the Company’s shares of the Company’s Common Stock as described below.
SALE OF ACCOUNTS AND SECURITY AGREEMENTSale of Accounts and Security Agreement • January 10th, 2014 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
MamaMancini’s Inc., a Delaware corporation, with its principal offices at 25 Branca Road, East Rutherford NJ 07073, (collectively, the “Seller”) and FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“FGI”), hereby agree, intending to be legally bound, to the terms and conditions set forth in this Sale of Accounts and Security Agreement (“Agreement”).
ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement • May 8th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New Jersey
This ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on this 24th day of January, 2013, by and among Mascot Properties, Inc., a corporation incorporated under the laws of the State of Nevada (the “Parent”), Mascot Properties Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the “Merger Sub”), David Dreslin, an individual residing at 7985 113th Street, Suite 220 Seminole, Florida 33772 (the “Majority Shareholder”), and MamaMancini’s Inc.., a corporation incorporated under the laws of the State of Delaware (“MamaMancini’s”).
SUPPLY AGREEMENTSupply Agreement • April 16th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New Jersey
THIS SUPPLY AGREEMENT is made as of March 1, 2010 between MAMAMANCINI’S LLC, a New Jersey limited liability company having its principal offices at 627 Inwood Lane, South Orange, NJ 07079 (“MamaMancini’s”), and Joseph Epstein Foods, Inc. D/B/A Hors D’oeuvres Unlimited, a New Jersey corporation having a mailing address at 25 Branca Rd #B, East Rutherford, NJ 07073 (“HDU”).
GUARANTYGuaranty • January 10th, 2014 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products
This Guaranty (“Agreement”) is made and executed this __ day of January, 2013 by MamaMancini’s Holdings, Inc., a corporation, duly incorporated and validly existing pursuant to the laws of Nevada (“Guarantor”), having its principal place of business at 25 Branca Road East Rutherford, NJ 07073 in favor of FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“FGI”), having its principal place of business at 80 Broad Street, 22nd Floor, New York, New York 10004.
COMMON STOCK PURCHASE WARRANT MAMAMANCINI’S HOLDINGS, INC. .Common Stock Purchase Warrant • June 13th, 2023 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AGES Financial Services, Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issue Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MamaMancini’s Holdings, Inc, a Nevada corporation (the “Company”), up to [_____] shares of Common Stock par value $.00001 per share (subject to adjustment hereunder, the “Warrant Shares”).
DEVELOPMENT AND LICENSE AGREEMENT BETWEEN MARKET FINDERS BROKERAGE, INC. AND DANIEL DAUGHERTYDevelopment and License Agreement • April 16th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New Jersey
This Development and License Agreement (“Agreement”) is made as of January 1, 2009 between Daniel Daugherty (“Licensor”), an individual residing at 625 Mountain Drive, South Orange, NJ 07079; and Market Finders Brokerage, Inc (“Licensee”), a New Jersey corporation with its principal place of business at 627 Inwood Lane, South Orange, NJ 07079.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 30th, 2021 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2021, is entered into by and among T & L CREATIVE SALADS, INC., a New York corporation (“Seller”), T&L Acquisition Corp., a Nevada corporation (“Buyer”), Anthony Morello, Jr. (“Anthony”), Joseph Morello (“Joseph”) and Michael Morello (“Michael”, together with Anthony and Joseph, each a “Shareholder” and collectively, the “Shareholders”). Seller, Buyer and the Shareholders are referred to individually herein as the “Party” and collectively herein as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2014 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of and effective as of December 19, 2014 (the “Effective Date”), by and between MAMAMANCINI’S HOLDINGS, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), and MANATUCK HILL PARTNERS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2023 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products
This Employment Agreement (this “Agreement”) is dated as of June 21, 2022 between MamaMancini’s Holdings, Inc. (the “Company”) and you, Adam L. Michaels (“Executive”).
MamaMancini’s Holdings, Inc. East Rutherford, NJSecurities Purchase Agreement • November 3rd, 2015 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products
Reference is made to that certain Securities Purchase Agreement, dated December 19, 2014 (as amended, the “Purchase Agreement”), by and between MamaMancini’s Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), and Manatuck Hill Partners, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Manatuck Hill”), pursuant to which that certain Convertible, Redeemable Debenture, dated December 19, 2014 (as amended, the “Debenture”), was issued by the Company in favor of Manatuck Hill Scout Fund, LP, a limited partnership organized and existing under the laws of the State of Delaware (and together with Manatuck Hill, “Manatuck”), in the principal amount of Two Million United States Dollars (US$2,000,000). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2015 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New Jersey
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of ________________________________, 2015, by and between MamaMancini’s Holdings, Inc., a Nevada corporation (the “Company”), and the subscriber hereto (collectively, the “Subscribers” and each, a “Subscriber”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2024 • Mama's Creations, Inc. • Sausages & other prepared meat products • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 3, 2024 (the “Effective Date”), by and between, Mama’s Creations, Inc. (the “Company”), and Moore (Skip) Tappan, III (the “Executive”).
MAMAMANCINI’S HOLDINGS, Inc. Convertible DebentureConvertible Security Agreement • May 27th, 2015 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products
This Convertible Debenture (the “Debenture”) is duly authorized and issued by MamaMancini’s Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), having its principal place of business located at 25 Branca Road, East Rutherford, NJ 07073. This Debenture is one of a series of convertible debentures of the Company, of like tenor and kind, in the aggregate principal amount of not more than $[●], being issued by the Company contemporaneously with this Debenture (such debentures other than this Debenture being hereinafter referred to as the “Other Debentures”).
Settlement Agreement May 15, 2024Settlement Agreement • May 17th, 2024 • Mama's Creations, Inc. • Sausages & other prepared meat products
The undersigned individual (the “Individual”) hereby acknowledges that he was previously purported to have been granted by Mama’s Creations, Inc., a Nevada corporation (the “Company”), (a) an option to purchase 25,000 shares of common stock of the Company, on September 4, 2018 with an exercise price of $0.80 and (b) an option to purchase 50,000 shares of common stock of the Company on July 31, 2019 with an exercise price of $0.52 (collectively, the “Purported Options”). The Individual hereby acknowledges and agrees that all of his rights under the Purported Options are cancelled and terminated and the Purported Options are deemed to have never been granted. No rights under the Purported Options were transferred by the Individual to any other party and there are no liens, encumbrances, security agreements, equities, options, claims or charges of any kind related to the Purported Options.
Loan and SECURITY AGREEMENT BETWEENLoan and Security Agreement • September 8th, 2014 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
This LOAN AND SECURITY AGREEMENT (“Agreement”) dated on or about September _____, 2014, between MAMAMANCINI’S, INC., a Delaware corporation having its principal place of business at 25 Branca Road, East Rutherford, NJ 07073 (“Borrower”), and ENTREPRENEUR GROWTH CAPITAL, LLC, a Delaware limited liability company, having a principal office at 505 Park Avenue, 6th Floor, New York, NY 10022 (hereinafter called “Lender”). This Agreement sets forth the terms and conditions upon which Lender may, in its sole and absolute discretion, make loans, advances and other financial accommodations to or for the benefit of Borrower upon the security referred to herein.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 2nd, 2017 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New Jersey
● Joseph Epstein Food Enterprises (“JEFE”), a New Jersey corporation and wholly-owned subsidiary of Appetizers Made Easy, Inc.
MAMA’S CREATIONS, INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • October 20th, 2023 • Mama's Creations, Inc. • Sausages & other prepared meat products • Delaware
Mama’s Creations, Inc. (the “Company”), pursuant to its 2021 Incentive Stock and Award Plan (as amended and restated from time to time, the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
6,281,085 Shares MamaMancini’s Holdings, Inc. Common Stock, par value $0.00001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2023 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
The undersigned, MamaMancini’s Holdings, Inc., a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of MamaMancini’s Holdings, Inc., the “Company”) and those certain stockholders of the Company, Carl T. Wolf, an individual (“Mr. Wolf”) and the sole trustee of the Wolf 2023 Family Trust (the “Trust” and, together with Mr. Wolf, the “Selling Stockholders”) each hereby confirm their agreement regarding Lake Street Capital Markets, LLC’s (the “Underwriter”) proposal to sell an aggregate of 6,281,085 shares (comprised of up to 3,617,905 shares held directly by Mr. Wolf and 2,663,180 shares held by the Trust) (the “Firm Shares”) of Common Stock, par value $0.00001 per share (the “Common Stock”) of the Company. The Company and the Selling Stockholders have also granted to the Underwriter an option to purchase up to 942,163
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 29th, 2023 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2023, is entered into by and among SIEGEL SUFFOLK FAMILY, LLC, a New York limited liability company (“SSF LLC”), R&I LOEB FAMILY, LLC (“Loeb LLC”, together with SSF LLC, each a “Seller” and collectively, the “Sellers”), Jeffrey Siegel, an individual resident of the State of Florida (“Deemed SSF Seller”), Ronald Loeb, an individual resident of the State of New York (“Deemed Loeb Seller”, together with Deemed SSF Seller, each a “Deemed Seller” and collectively, the “Deemed Sellers”, and the Sellers and the Deemed Sellers collectively being the “Seller Parties”), and MAMAMANCINI’S HOLDINGS, INC., a Nevada corporation (“MMMB” or “Buyer”). Each Seller, each Deemed Seller, and Buyer are referred to individually herein as the “Party” and collectively herein as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2013 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products
This Joint Filing Agreement, entered into and effective as of May 14, 2013, is made by and among Mr. Matthew Brown and Ms. Karen B. Wolf(each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
MAMA’S CREATIONS, INC. Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • October 20th, 2023 • Mama's Creations, Inc. • Sausages & other prepared meat products • Delaware
Mama’s Creations, Inc. (the “Company”), pursuant to its 2021 Incentive Stock and Award Plan (as amended and restated from time to time, the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
5,629,921 Shares MAMA’S CREATIONS, INC. COMMON STOCK PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT December 19, 2023Underwriting Agreement • December 19th, 2023 • Mama's Creations, Inc. • Sausages & other prepared meat products • New York
The Matthew Brown 2023 Family Trust (the “Brown Trust”) and Karen B. Wolf (“Ms. Wolf” and the Brown Trust and Ms. Wolf shall each be referred to as a “Selling Stockholder” and together, the “Selling Stockholders”) propose to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative”) to the Underwriters an aggregate of 5,629,921 shares (the “Shares,” which are comprised of up to 2,814,960 Shares held by the Brown Trust and of up to 2,814,961 Shares held by Ms. Wolf) of common stock, par value $0.00001 per share (the “Common Stock”), of Mama’s Creations, Inc., a Nevada corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2023 • Mama's Creations, Inc. • Sausages & other prepared meat products • New Jersey
This Indemnification Agreement (this “Agreement”), made as of ____________, 2023 between MAMA’S CREATIONS, INC., a Nevada corporation (the “Company”), and ________________ (the “Indemnitee” and, sometimes, the “Director”).
