SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2021 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 26, 2021, by and among Innovative Food Holdings, Inc., a Florida corporation, with headquarters located at 28411 Race Track Road, Bonita Springs, Florida 34135 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractSubscription Agreement • December 21st, 2005 • Innovative Food Holdings Inc • Heating equipment, except electric & warm air furnaces • New York
ContractWarrant Agreement • December 21st, 2005 • Innovative Food Holdings Inc • Heating equipment, except electric & warm air furnaces • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 30th, 2018 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of January 22, 2018, is entered into between iGOURMET LLC, a New York limited liability company (“PA Seller”), iGOURMET NY LLC, a New York limited liability company (“NY Seller”; and together with the PA Seller, jointly and severally, the “Seller”), and INNOVATIVE GOURMET LLC, a Delaware limited liability company (“Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2009 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 31, 2008, by and between Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and Alpha Capital Anstalt (“Subscriber”).
PROMISSORY NOTEPromissory Note • June 20th, 2023 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Texas
FOR VALUE RECEIVED, INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation, and INNOVATIVE FOOD PROPERTIES, LLC, a Delaware limited liability company (collectively, the “Borrower”), having an address at 28411 Race Track Road, Bonita Springs, FL 34135, hereby promises to pay to the order of MAPLEMARK BANK (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, the principal sum of NINE MILLION FIFTY-SEVEN THOUSAND EIGHT HUNDRED AND FORTY DOLLARS ($9,057,840), together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof. This Promissory Note is a Note evidencing the Loan under the Loan Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 20th, 2023 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Texas
THIS PLEDGE AND SECURITY AGREEMENT is entered into as of June 13, 2023 by and among INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (“IVFH”), and INNOVATIVE FOOD PROPERTIES, LLC, a Delaware limited liability company (“IVFP” and, collectively with IVFH, the “Borrower”), each of the parties set forth on the signature pages hereof (together with the Borrower, each a “Grantor” and, collectively, the “Grantors”), and MAPLEMARK BANK (together with its successors and assigns, the “Lender”) on behalf of itself and its Affiliates (“Secured Party”).
CONVERTIBLE NOTEConvertible Note • September 28th, 2005 • Alpha Solarco Inc • Heating equipment, except electric & warm air furnaces • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2019 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 28, 2019, by and between Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and Sam Klepfish (“Executive”).
ContractWarrant Agreement • December 21st, 2005 • Innovative Food Holdings Inc • Heating equipment, except electric & warm air furnaces • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AGREEMENTLoan Agreement • June 20th, 2023 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Texas
THIS LOAN AGREEMENT is made and entered into as of June 13, 2023 (the “Effective Date”) between MAPLEMARK BANK (together with its successors and assigns, the “Bank”), INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (“IVFH”), and INNOVATIVE FOOD PROPERTIES, LLC, a Delaware limited liability company (“IVFP” and, collectively with IVFH, the “Borrower”).
SECURITY AND PLEDGE AGREEMENT (Subsidiary)Security and Pledge Agreement • September 28th, 2005 • Alpha Solarco Inc • Heating equipment, except electric & warm air furnaces • New York
LOAN MODIFICATIONLoan Modification • June 20th, 2023 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Texas
THIS LOAN MODIFICATION (“Modification”), dated effective as of May 27, 2023, is between INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation, and INNOVATIVE FOOD PROPERTIES, LLC, a Delaware limited liability company (collectively, the “Borrower”), and MAPLEMARK BANK (together with its successors and assigns, “Lender”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, OR DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY...Asset Purchase Agreement • September 5th, 2024 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
This Amended and Restated Asset Purchase Agreement (this “Agreement”) dated as of August 30, 2024 is entered into between Innovative Gourmet LLC, a Delaware limited liability company (“Seller”), iGourmet, LLC, a Florida limited liability company (“Buyer”) and solely for the purposes set forth in Section 10.11 hereof, Advansiv Group, Inc., a Florida corporation (“Advansiv”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Annex I attached hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2009 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
AGREEMENT made as of the 31st day of December, 2008, by and between Innovative Food Holdings, Inc., a Florida corporation with its principal offices at 1923 Trade Center Way, Naples, Florida 34109 (the “Corporation” or “IVFH”), and Justin Wiernasz (the “Executive”).
INNOVATIVE FOOD HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 17th, 2023 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and Brady Smallwood (the “Executive”) (the Company and the Executive each a “Party” and, collectively, the “Parties”) enter into this EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 14th, 2023.
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2010 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
AGREEMENT made as of the 29 day of December, 2009, by and between Innovative Food Holdings, Inc., a Florida corporation with its principal offices at 3845 Beck Blvd., Suite 805, Naples, FL 34114 , Naples, Florida 34109 (the “Corporation”), and Justin Wiernasz, (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2017 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
THIS EMPLOYMENT AGREEMENT dated as of March __, 2017 by and between Innovative Food Holdings, Inc., a corporation organized under the laws of the State of Florida (“Employer” or the “Company”) and [_______________] (“Executive”).
AMENDMENT, WAIVER AND CONSENTAmendment, Waiver and Consent Agreement • January 7th, 2009 • Innovative Food Holdings Inc • Wholesale-groceries, general line
This Amendment, Waiver and Consent Agreement made effective January 1, 2009 (“Waiver”) among Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and the signators hereto who are Subscribers (“Subscribers”) under certain Subscription Agreements with the Company dated February 24, 2005 and August 25, 2005 (collectively, “Subscription Agreements”) as amended to include certain Promissory Notes dated February 7, 2006 (Alpha Capital Anstalt - $120,000, Whalehaven Capital Fund Limited - $30,000) and May 19, 2006 (Alpha Capital Anstalt - $10,000), respectively, as amended, and related documents (“Transaction Documents”).
EXTENSION AGREEMENTExtension Agreement • April 12th, 2012 • Innovative Food Holdings Inc • Wholesale-groceries, general line
This Extension Agreement, made effective as of April 3, 2012 (the “Agreement”), is between Innovative Food Holdings, Inc., a Florida corporation (the “Company”) and the signatories hereto.
US FOODS NATIONAL – VENDOR PROGRAM AGREEMENT USF Company Vendor: 59674 - FOOD INNOVATIONS INC Vendor Affiliate Name: FOOD INNOVATIONS INC Vendor Partnership Program: 4162 - Published Vendor Contact Information Program Information Name: FOOD...Vendor Agreement • January 29th, 2015 • Innovative Food Holdings Inc • Wholesale-groceries, general line
The parties acknowledge that in the calculation of the promotional allowances as set forth on Exhibit B herein, all contractual obligations of Vendor and USF which restrict or limit the payment of promotional allowances have been considered and taken into account. The promotional allowances shall be reviewed by the parties in November, 30, and renegotiated annually thereafter; however, such promotional allowances shall be in effect until the parties agree to any modifications. This VPA may renew annually for an additional 12-month term unless either party notifies the other in writing 30 days prior to the End Date of its intent not to renew, but in no event shall the term of this agreement exceed five years from the start date.
Employment AgreementEmployment Agreement • February 1st, 2019 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 28, 2019, by and between Justin Wiernasz (“Employee”) and Innovative Food Holdings, Inc., a Florida corporation (the “Employer” or the “Company”) as of January 28, 2019.
LOAN SALE AGREEMENTLoan Sale Agreement • January 30th, 2018 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Connecticut
THIS LOAN SALE AGREEMENT (this “Agreement”), dated as of January 10, 2018 (the “Execution Date”), is between UPS Capital Business Credit (the “Seller”) whose address is 425 Day Hill Road, Windsor, CT 06095 and Food Funding, LLC (the “Purchaser”) whose address is 28411 Race Track Road, Bonita Springs, FL, 34135, or its nominee.
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2012 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
AGREEMENT made as of the 1st day of January, 2013, by and between Innovative Food Holdings, Inc., a Florida corporation with its principal offices at 3845 Beck Blvd., Suite 805, Naples, FL (the “Corporation” or “IVFH”), and Sam Klepfish (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 17th, 2012 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of May 11, 2012, by and between Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 14th, 2022 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Texas
THIS PLEDGE AND SECURITY AGREEMENT is entered into as of June 6, 2022 by and among INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (the “Borrower”), each of the undersigned Guarantors (collectively with Borrower, the “Grantor”) and MAPLEMARK BANK (together with its successors and assigns, the “Lender”) on behalf of itself and its Affiliates (“Secured Party”).
CERTAIN IDENTIFIED INFORMATION (INDICATED BY “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 18th, 2024 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Colorado
AMENDMENT TO SUPPLY AGREEMENT November 9, 2009Supply Agreement • November 30th, 2009 • Innovative Food Holdings Inc • Wholesale-groceries, general line
SECURITY AGREEMENTSecurity Agreement • December 16th, 2013 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
This Security Agreement is granted by lnnovative Food Holdings, Inc., a Florida corporation, Food Innovations, Inc., a Florida corporation, Gourmet Foodservice Group, Inc., a Florida corporation, Artisan Specialty Foods, Inc., a Delaware corporation, 4 The Gourmet, Inc., a Florida corporation, Haley Food Group, Inc., a Florida corporation, Gourmet Foodservice Group Warehouse, Inc., a Florida corporation, and Food New Media Group, Inc., a New York corporation (herein "Debtors") whose address and principal place of business is 28411 Race Track Rd, Bonita Springs, Florida 34135, this November 26, 2013 in consideration of two Loans (herein the "Loans") to Debtors consisting of a Loan represented by a term note original principal sum of One Million and 00/100 Dollars ($1,000,000.00) to Fifth Third Bank, an Ohio banking corporation (herein "Lender") and a represented by a revolving credit note original principal sum of One Million and 00/100 Dollars ($1,000,000.00) to Lender whose address is
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 5th, 2024 • Innovative Food Holdings Inc • Wholesale-groceries, general line • New York
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of August 30, 2024 (the “Effective Date”) by and between Innovative Gourmet LLC, a Delaware limited liability company (“Seller”), iGourmet, LLC, a Florida limited liability company (“Buyer”) and solely for the purposes set forth in Section 8.15 hereof, Advansiv Group, Inc., a Florida corporation (“Advansiv”). Seller and Buyer are referred to herein collectively as the “Parties” and individually as a “Party.”
CONVERTIBLE NOTEConvertible Note • December 21st, 2005 • Innovative Food Holdings Inc • Heating equipment, except electric & warm air furnaces • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
DIRECTOR AGREEMENTDirector Agreement • February 1st, 2019 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
This DIRECTOR AGREEMENT is dated as of January 28, 2019 (the “Agreement”) by and between Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and the individual identified on the signature page hereto (the “Director”).
NOTE 1Loan Agreement • March 15th, 2013 • Innovative Food Holdings Inc • Wholesale-groceries, general line
FOR VALUE RECEIVED, the undersigned, Innovative Food Holdings, Inc., a Florida corporation (herein “Borrower”), promises to pay in lawful money of the United States of America to Fifth Third Bank, an Ohio banking corporation (herein “Lender”) or other holder of this Note, at 999 Vanderbilt Beach Road, 7th Floor, Naples, FL 34108, or such other place as the holder hereof may direct in writing, the principal sum of Five Hundred Forty Six Thousand and 00/100 ($546,000.00) Dollars, or such lesser amount as may be outstanding pursuant to the Loan Agreement dated of even date, as the same may be amended or restated from time to time (herein “Loan Agreement” (capitalized terms not otherwise defined in this Note shall have the definitions ascribed to them under the Loan Agreement)) together with all accrued and unpaid interest thereon.
EIGHTH AMENDMENT TO RESTATED LOAN AGREEMENTLoan Agreement • November 14th, 2019 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Ohio
THIS EIGHTH AMENDMENT (“Amendment”) to Restated Loan Agreement dated November 26, 2013, as modified by joinder dated December 12, 2014, amended on May 29, 2015, August 7, 2015, August 5, 2016, August 1, 2017, February 28, 2018, August 1, 2018, and August 1, 2019 (“Agreement”) is made by and between FIFTH THIRD BANK, NATIONAL ASSOCIATION (formerly known as Fifth Third Bank) (“Lender”), INNOVATIVE FOOD PROPERTIES, LLC, a Delaware limited liability company (“Borrower”), and INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation, FOOD INNOVATIONS, INC., a Florida corporation, GOURMET FOODSERVICE GROUP, INC., a Florida corporation, ARTISAN SPECIALTY FOODS, INC., a Delaware corporation, 4 THE GOURMET, INC., a Florida corporation, HALEY FOOD GROUP, INC., a Florida corporation, GOURMET FOODSERVICE GROUP WAREHOUSE, INC., a Florida corporation, ORGANIC FOOD BROKERS, LLC, a Colorado limited liability company, INNOVATIVE GOURMET, LLC, a Delaware limited liability company, FOOD FUNDING, LLC, a Delaw
USF Company Vendor Name For Internal Use Only: Payment Terms Food Innovations A-System Co # 59674 % :Net Director: Bill Patterson ACH Terms: % :Net Vendor Affiliate Name: Office Phone: 847-232-5913 No ACH Terms Vendor Partnership Program: PUBLISHED...Vendor Program Agreement • February 23rd, 2010 • Innovative Food Holdings Inc • Wholesale-groceries, general line
The parties acknowledge that in the calculation of the promotional allowances as set forth on Exhibit B herein, all contractual obligations of Vendor and USF which restrict or limit the payment of promotional allowances have been considered and taken into account. The promotional allowances shall be reviewed by the parties in December, 2010, and renegotiated annually thereafter; however, such promotional allowances shall be in effect until the parties agree to any modifications.
