WARRANT AGREEMENTWarrant Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 2, 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Forum Merger II Corporation New York, NY 10105Securities Subscription Agreement • June 1st, 2018 • Forum Merger II Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 16, 2018 by and between Forum Investors II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Forum Merger II Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 18th, 2018 • Forum Merger II Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2018, is made and entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Forum Investors II LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”) and EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned individuals (together with the Sponsor, Jefferies, EBC and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Forum Merger II Corporation New York, NY 10105Underwriting Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 a
20,000,000 Units FORUM MERGER II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
Introductory. Forum Merger II Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Public Units”). The 20,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Public Units as provided in Section 2. The additional 3,000,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contempla
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of August 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, and Forum Investors II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into on October 15, 2020, by and among Tattooed Chef, Inc., a Delaware corporation f/k/a Forum Merger II Corporation (the “Company”), and the undersigned parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).
20,000,000 Units FORUM MERGER II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2018 • Forum Merger II Corp • Blank checks • New York
Introductory. Forum Merger II Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Public Units”). The 20,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Public Units as provided in Section 2. The additional 3,000,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contempla
INDEMNITY AGREEMENTIndemnification Agreement • October 21st, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] , 2020, by and between Tattooed Chef, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
ASSET PURCHASE AGREEMENT between Belmont Confections, Inc., as the Seller and BCI ACQUISITION, INC., (A wholly owned subsidiary of Tattooed Chef, Inc.) as the Buyer dated as of October 22, 2021Asset Purchase Agreement • October 26th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of October 22, 2021, is entered into between Belmont Confections Inc., a Delaware corporation (“Seller”) and BCI Acquisition, Inc., a Delaware corporation (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of June 11, 2020 (the “Merger Agreement”), by and among the Company, Sprout Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Myjojo, Inc., a Delaware corporation (“Myjojo”), and the Executive (as the Holders Representative), pursuant to which, among other things, Merger Sub will merge with and into Myjojo (the “Merger”) and as a result of the Merger, (i) Myjojo will be the surviving corporation, and (ii) all issued and outstanding capital stock of Myjojo as of a moment in time immediately prior the Merger will convert into the right to receive the consideration set forth in the Merger Agreement in accordance with the terms of the Merger Agreement;
ContractSubordinated Note • April 12th, 2023 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated as of November 23, 2022 between UMB Bank, N.A. (“Senior Creditor”) and Tattooed Chef, and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 2, 2018, by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Jefferies LLC and EarlyBirdCapital, Inc. (collectively, the “Subscribers”).
Tattooed Chef, Inc. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • June 16th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • New York
The stockholder of Tattooed Chef, Inc., a Delaware corporation (the “Company”) that is a signatory hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell from time to time to or through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), up to 2,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company and the Selling Stockholder agree that whenever the Selling Stockholder determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(j) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity Offering SM Sales Agreement and any applicabl
FORUM MERGER II CORPORATIONAdministrative Support Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This letter agreement by and between Forum Merger II Corporation (the “Company”) and Forum Capital Management II LLC (“FCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ESCROW AGREEMENTEscrow Agreement • October 15th, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2020, by and among Tattooed Chef, Inc. (f/k/a Forum Merger II Corporation), a Delaware corporation, (the “Parent”), Salvatore Galletti, in the capacity as the initial Holder Representative under the Merger Agreement (as defined below) (the “Holder Representative” and, together with the “Parent”, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, N. A., as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 11, 2020, by and among (i) the Parent, (ii) Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent, (iii) Myjojo, Inc., a Delaware corporation, and (iv) the Holder Representative, in his capacity as the initial Holder Representative thereunder.
TATTOOED CHEF, INC. RESTRICTED STOCK AWARD TERMINATION AGREEMENTRestricted Stock Award Termination Agreement • August 9th, 2023 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products
This RESTRICTED STOCK AWARD TERMINATION AGREEMENT (this “Agreement”), is entered into as of August 8, 2023, by and between Tattooed Chef, Inc., a Delaware corporation (the “Company”), and Stephanie Dieckmann (the “Grantee”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • June 12th, 2020 • Forum Merger II Corp • Blank checks • Delaware
This Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of [__], 2020 by and between Forum Merger II Corporation, a Delaware corporation (“Parent”), and [__] (the “Restricted Party”, and together with Parent, the “Parties”, and each a “Party”). References to the “Company” in this Agreement shall refer to Parent after giving effect to the consummation of the Merger (as defined below) and each of Parent’s direct or indirect Subsidiaries (including Ittella) and any of their respective successors-in-interest or joint ventures (if any).
ALDI MASTER PURCHASE AGREEMENTMaster Purchase Agreement • October 21st, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Arkansas
*The coverage limits required of Supplier are based upon the category of product furnished by Supplier to ALDI as shown in the Supplier Liability Insurance Matrix. For example, if Supplier furnishes ALDI with a product listed in Category II on the Matrix, the minimum coverage limits which that Supplier shall procure and maintain are €5,000,000 per occurrence and €6,000,000 aggregate. If the product furnished to ALDI is not listed on the Matrix, Supplier shall contact ALDI which will determine coverage requirements based upon its assessment of product risk. If Supplier is furnishing ALDI with products in more than one category, then the highest level of coverage requirements shall be procured and maintained by Supplier. ** Coverage Limits are stated in Euros.
Directorship Agreement Directorship AgreementDirectorship Agreement • October 21st, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products
By and between Ittella’s Chef LLC, a company incorporated and existing under the laws of California, USA, with offices in 6305 Alondra Blvd, Paramount, CA 90723 (“Ittella USA”), duly represented by its Chief Executive Officer Mr. Salvatore Galletti and Giuseppe Bardari, born in Vibo Valentia on May 6th,1976, Fiscal Code BRDGPP76E06F537D (“Director”) Ittella USA and the Director, collectively, the “Parties” Tra Ittella’s Chef LLC, società costituita ed esistente ai sensi della legge della California, con sede in 6305 Alondra Blvd, Paramount, CA 90723 (“Ittella USA”), rappresentata dal proprio Chief Executive Officer Sig. Salvatore Galletti and Giuseppe Bardari, nato a Vibo Valentia, il 6 maggio 1976, C.F. BRDGPP76E06F537D (l’“Amministratore”) Ittella USA e l’Amministratore, congiuntamente, le “Parti”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products
This Amendment to Employment Agreement (the “Amendment”) is entered into as of April May 3, 2021, by and between Tattooed Chef, Inc., a Delaware corporation (the “Company”), and Stephanie Dieckmann (“Executive”), and is made with reference to the following facts:
Restricted Stock Award AgreementRestricted Stock Award Agreement • March 19th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between Tattooed Chef, Inc., a Delaware corporation (the “Company”), and ________________ (the “Grantee”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 21st, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • California
This Loan and Security Agreement (this “Agreement”) is executed by and between MARQUETTE BUSINESS CREDIT, LLC (together with its successors and assigns, “Lender”) and ITTELLA INTERNATIONAL, INC., a corporation organized under the laws of the State of California (“Borrower”), as of September 25, 2017. Lender and Borrower hereby agree as follows:
1.1 Certain Defined Terms 1 1.2 Table of Definitions 9 ARTICLE II PURCHASE AND SALE 10 2.1 Purchase and Sale of Shares 10 2.2 Consideration 10 2.3 Payment of the Estimated Purchase Price 10 2.4 Closing 11 2.5 Closing Estimates 13 2.6 Post-Closing...Stock Purchase Agreement • May 4th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • California
This STOCK PURCHASE AGREEMENT, dated as of May 2, 2021 (this “Agreement”), is made and entered into by and among Tattooed Chef, Inc., a Delaware corporation (the “Buyer”), New Mexico Food Distributors, Inc., a New Mexico corporation (the “Company”), and Larry Gutierrez, as Trustee of the Larry P. Gutierrez Revocable Trust dated August 17, 2016, Dennis Carpenter, as Trustee of the Dennis P. Carpenter Revocable Trust dated September 24, 2013, and George C. Daskalos, as Trustee of the George C. Daskalos Revocable Trust, dated April 14, 2009 (collectively, the “Sellers”). The Company and the Sellers are sometimes referred to in this Agreement collectively as the “Seller Parties” or individually as a “Seller Party”.
April 15, 2021Separation Agreement and General Release of All Claims • April 16th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products
We are in receipt of your resignation notice. This will confirm that your employment with Tattooed Chef, Inc. and its subsidiaries (collectively the “Company”) is terminated effective today (“Separation Date”). The Company wishes to offer you a severance package in connection with the separation of your employment. This letter (“Agreement”) sets forth the terms and conditions the Company is offering you.
AGREEMENT AND PLAN OF MERGER dated as of June 11, 2020 by and among FORUM MERGER II CORPORATION, SPROUT MERGER SUB, Inc., MYJOJO, INC. and Salvatore Galletti, as the Holder RepresentativeMerger Agreement • June 12th, 2020 • Forum Merger II Corp • Blank checks • Delaware
FOUR: This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Company.
SAM’S CLUB GROCERY MERCHANDISE AGREEMENTMerchandise Agreement • October 21st, 2020 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • Arkansas
This Supplier Agreement, (“Agreement”) is between supplier indicated on the GENERAL SUPPLIER INFORMATION form that is part of the supplier registration process (“Supplier” or “you”) and Walmart Inc., and its direct and indirect US and Puerto Rico operating subsidiaries (collectively, “Company””). This Agreement consists of (1) these Standard Terms and Conditions for Suppliers (“Terms and Conditions”), (2) the Company policies and guidelines referenced in this Agreement; (3) the Appendix and any Schedule(s) attached hereto and (4) Company’s minimum requirements and Standards for Suppliers posted at http://corporate.walmart.com/suppliers/minimum-requirements and http://corporate.walmart.com/sourcing-standards-resources, each as may be amended from time to time by Company (collectively, the “Standards”), each of which is incorporated in this Agreement.
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2020 • Forum Merger II Corp • Blank checks
This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2020, (this “Amendment”) is made and entered into by and among (i) Forum Merger II Corporation, a Delaware corporation (“Parent”), (ii) Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) Myjojo, Inc., a Delaware corporation (the “Company”), and (iv) Salvatore Galletti, in the capacity as the initial Holder Representative hereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
SENIOR SECURED SUPER-PRIORITY PRIMING DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT This SENIOR SECURED SUPER-PRIORITY PRIMING DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 11, 2023, is executed by and among...Senior Secured Super-Priority Priming Debtor-in-Possession Loan and Security Agreement • July 17th, 2023 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • California
SUBORDINATION AGREEMENTSubordination Agreement • November 28th, 2022 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • California
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 23, 2022, is entered into by and between UMB BANK, N.A. (“Senior Creditor”), and Tattooed Chef, Inc., a Delaware corporation (the "Subordinate Creditor"), and is acknowledged and consented to by ITTELLA INTERNATIONAL, LLC., a California limited liability company ("Company"), with reference to the following facts:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 4th, 2021 • Tattooed Chef, Inc. • Miscellaneous food preparations & kindred products • California
This Membership Interest Purchase Agreement (this “Agreement”), dated as of May 2, 2021 is entered into between Larry Gutierrez, as Trustee of the Larry P. Gutierrez Revocable Trust dated August 17, 2016, Dennis Carpenter, as Trustee of the Dennis P. Carpenter Revocable Trust dated September 24, 2013, and George C. Daskalos, as Trustee of the George C. Daskalos Revocable Trust, dated April 14, 2009 (collectively the “Sellers” and individually a Seller”) and Tattooed Chef, Inc. (“Buyer”).
