Lifeway Foods Inc Sample Contracts

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Stock Purchase Agreement • October 12th, 1999 • Lifeway Foods Inc • Dairy products • Illinois
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EXHIBIT 10.14 ------------- FIRST AMENDMENT TO SUPPORT AGREEMENT WITH THE DANNON COMPANY, INC. FIRST AMENDMENT TO SUPPORT AGREEMENT ------------------------------------ THIS FIRST AMENDMENT TO SUPPORT AGREEMENT, effective as of the 1st day of January,...
Support Agreement • May 15th, 2003 • Lifeway Foods Inc • Dairy products
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ARTICLE I DEFINITIONS SECTION 1.01. Definitions....................................................1 ARTICLE II GOVERNANCE SECTION 2.01. Board Representation...........................................5 SECTION 2.02. Resignations and...
Stockholders' Agreement • October 12th, 1999 • Lifeway Foods Inc • Dairy products • Illinois
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RECITALS
Employment Agreement • April 30th, 2003 • Lifeway Foods Inc • Dairy products • Illinois
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R E C I T A L S
Stock Purchase Agreement • December 10th, 2002 • Lifeway Foods Inc • Dairy products • Illinois
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MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING
Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing • September 20th, 2013 • Lifeway Foods Inc • Dairy products • Illinois

This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING dated as of the 4th day of September, 2013 (the “Mortgage”), is executed by LIFEWAY WISCONSIN, INC., an Illinois corporation (the “Mortgagor”), to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, its successors and assigns (the “Lender”).

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THIRD EXTENSION TO STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • December 27th, 2004 • Lifeway Foods Inc • Dairy products • Illinois
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 23rd, 2019 • Lifeway Foods, Inc. • Dairy products • Illinois

This Agreement is made as of the date last signed below (the “Effective Date”) between Lifeway Foods, Inc., an Illinois corporation, and the corporation’s present or future parents, subsidiaries, successors, directors, officers, and assigns (collectively referred to as “Lifeway” or the “Company”), and Eric Hanson (“You”).

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SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • November 5th, 2024 • Lifeway Foods, Inc. • Dairy products • Delaware

This SHAREHOLDER RIGHTS AGREEMENT, dated as of November 4, 2024 (this “Agreement”), is by and between Lifeway Foods, Inc., an Illinois corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

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SECOND EXTENSION TO STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • November 4th, 2004 • Lifeway Foods Inc • Dairy products • Illinois
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LOAN AND SECURITY AGREEMENT dated as of February 6, 2009 among LIFEWAY FOODS, INC., FRESH MADE, INC., LFI ENTERPRISES, INC., HELIOS NUTRITION LIMITED, PRIDE OF MAIN STREET DAIRY, LLC and STARFRUIT, LLC, as the Borrowers and THE PRIVATEBANK AND TRUST...
Loan and Security Agreement • February 13th, 2009 • Lifeway Foods Inc • Dairy products
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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of May 7, 2018
Loan and Security Agreement • May 11th, 2018 • Lifeway Foods Inc • Dairy products
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PROMISSORY NOTE
Promissory Note • September 20th, 2013 • Lifeway Foods Inc • Dairy products • Illinois
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TEMPLATE NOTICE OF NON-QUALIFIED OPTION GRANT under the LIFEWAY FOODS, INC. OMNIBUS INCENTIVE PLAN
Notice of Non-Qualified Option Grant • December 18th, 2015 • Lifeway Foods Inc • Dairy products • Illinois

This GRANT, made as of the ____ day of ___________, 20__, by Lifeway Foods, Inc., an Illinois corporation (the “Company”), to _______________ (“Participant”), is made pursuant and subject to the provisions of the Company’s Omnibus Incentive Plan (the “Plan”), a copy of which has been given to Participant. All terms used herein that are defined in the Plan have the same meanings given them in the Plan.

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SEVENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2013 • Lifeway Foods Inc • Dairy products • Illinois

This Seventh Modification to Loan and Security Agreement (this “Amendment”) is entered into as of May 14, 2013, by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), PRIDE OF MAIN STREET DAIRY, LLC, a Minnesota limited liability company (“Pride”), and STARFRUIT, LLC, an Illinois limited liability company (“Starfruit” and together with Lifeway, FMI, Helios and Pride being sometimes collectively referred to as the “Borrowers).

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STOCK PURCHASE AGREEMENT by and among George Economy Amani Holdings, LLC The Other Shareholders of Helios Nutrition, Ltd. Pride of Main Street Dairy, L.L.C. and Lifeway Foods; Inc. July 27, 2006
Stock Purchase Agreement • August 9th, 2006 • Lifeway Foods Inc • Dairy products • Illinois

THIS STOCK PURCHASE AGREEMENT, entered into as of July 27, 2006, by and among George Economy (“Economy”), an individual residing in Bainbridge Island, Washington, Amani Holdings, LLC, a Minnesota limited liability company (“Amani”) and the other Persons listed as stockholders of Helios Nutrition, Ltd., a Minnesota corporation (“Helios”), on Schedule 2.1 (the “Minority Shareholders”) (Amani and the Minority Shareholders are hereinafter sometimes collectively referred to as the “Selling Shareholders”), Pride of Main Street Dairy, LLC (“Pride”), a Minnesota limited liability company, and Lifeway Foods, Inc. (“Lifeway” ), Illinois corporation(“Buyer”).

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AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • December 28th, 2020 • Lifeway Foods, Inc. • Dairy products • Illinois

THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is made as of this 28th day of December, 2020, by and between Lifeway Foods, Inc. (the “Company”) and Ludmila Smolyansky (“Consultant”). This Agreement shall take effect on January 1, 2021 (the “Effective Date”) provided the Original Agreement (defined below) has not been terminated prior thereto in accordance with its terms.

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FOURTHEENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2017 • Lifeway Foods Inc • Dairy products • Illinois

This Fourteenth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of July 20, 2017 (the “Effective Date”) by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC (“LKS”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI, Helios and LKS being sometimes collectively referred to as the “Borrowers”).

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THIRTEENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2017 • Lifeway Foods Inc • Dairy products • Illinois

This Thirteenth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of July 6, 2017 by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC (“LKS”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI, Helios, and LKS being sometimes collectively referred to as the “Borrowers”).

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TENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 14th, 2015 • Lifeway Foods Inc • Dairy products • Illinois

This Tenth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of August 28, 2014, by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), PRIDE OF MAIN STREET DAIRY, LLC, a Minnesota limited liability company (“Pride”), STARFRUIT, LLC, an Illinois limited liability company (“Starfruit”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI, Helios, Pride and Starfruit being sometimes collectively referred to as the “Borrowers”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 14th, 2015 • Lifeway Foods Inc • Dairy products • Illinois

This Ninth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of June 24, 2014 with an effective date of May 31, 2014, by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), PRIDE OF MAIN STREET DAIRY, LLC, a Minnesota limited liability company (“Pride”), STARFRUIT, LLC, an Illinois limited liability company (“Starfruit”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI, Helios, Pride and Starfruit being sometimes collectively referred to as the “Borrowers”).

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CONSULTING AGREEMENT
Consulting Agreement • March 16th, 2016 • Lifeway Foods Inc • Dairy products • California

THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 8th day of March, 2016, by and between Lifeway Foods, Inc. (the "Company") and Ludmila Smolyansky ("Consultant").

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SIXTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 1st, 2013 • Lifeway Foods Inc • Dairy products • Illinois

This Sixth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of June 13, 2012, but effective as of May 31, 2012, by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELLOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), PRIDE OF MAIN STREET DAIRY, LLC, a Minnesota limited liability company (“Pride”), and STARFRUIT, LLC, an Illinois limited liability company (“Starfruit” and together with Lifeway, FMI, Helios and Pride being sometimes collectively referred to as the “Borrowers”).

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FIFTH EXTENSION TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • January 3rd, 2007 • Lifeway Foods Inc • Dairy products • Illinois

This FIFTH EXTENSION TO STOCKHOLDERS’ AGREEMENT (the “Fifth Extension”) is hereby entered into as of the 26th day of December, 2006, by and between Lifeway Foods, Inc., an Illinois corporation (the “Company”) and DS Waters, L.P., a Delaware limited partnership (“DSW”) (“Stockholder”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning ascribed to those terms in the Stockholders’ Agreement.

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Loan and Security Agreement • December 10th, 2019 • Lifeway Foods, Inc. • Dairy products • Illinois
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FIFTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 1st, 2013 • Lifeway Foods Inc • Dairy products • Illinois

This Fifth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of June 20, 2011 by and among THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), PRIDE OF MAIN STREET DAIRY, LLC, a Minnesota limited liability company (“Pride”), and STARFRUIT, LLC, an Illinois limited liability company (“Starfruit” and together with Lifeway, FMI, Helios and Pride being sometimes collectively referred to as the “Borrowers”).

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SEVENTH EXTENSION TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • January 16th, 2009 • Lifeway Foods Inc • Dairy products • Illinois

This SEVENTH EXTENSION TO STOCKHOLDERS’ AGREEMENT (the “Seventh Extension”) is hereby entered into as of the 15th day of January, 2009, by and between Lifeway Foods, Inc., an Illinois corporation (the “Company”) and DS Waters, L.P., a Delaware limited partnership (“DSW”) (“Stockholder”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning ascribed to those terms in the Stockholders’ Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • December 18th, 2015 • Lifeway Foods Inc • Dairy products • Illinois
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 16th, 2016 • Lifeway Foods Inc • Dairy products • Illinois

This AGREEMENT, dated as of December 14, 2015, by and between Lifeway Foods, Inc., an Illinois corporation (the "Company"), and Ludmila Smolyansky (the "Seller").

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FIFTEENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2017 • Lifeway Foods Inc • Dairy products • Illinois

This Fifteenth Modification to Loan and Security Agreement (this “Amendment”) is entered into as of November 1, 2017 (the “Effective Date”) by and among CIBC BANK USA, formerly known as THE PRIVATEBANK AND TRUST COMPANY (the “Bank”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), HELIOS NUTRITION LIMITED, a Minnesota corporation (“Helios”), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC (“LKS”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI, Helios and LKS being sometimes collectively referred to as the “Borrowers”).

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RESTRICTED STOCK UNIT AGREEMENT LIFEWAY FOODS, INC.
Restricted Stock Unit Agreement • March 27th, 2023 • Lifeway Foods, Inc. • Dairy products • Illinois

This Agreement is made as of April 27, 2022 and is by and between Lifeway Foods, Inc., an Illinois corporation (the “Company”) and Jason Scher (“Director”), a non-employee director.

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THIRD MODIFICATION TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 6th, 2020 • Lifeway Foods, Inc. • Dairy products • Illinois

This Third Modification to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into effective as of September [_], 2020 (the “Effective Date”) by and among CIBC BANK USA, (the “Lender”), LIFEWAY FOODS, INC., an Illinois corporation (“Lifeway”), FRESH MADE, INC., a Pennsylvania corporation (“FMI”), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC (“LKS”), and LIFEWAY WISCONSIN, INC., an Illinois corporation (“LWI” and together with Lifeway, FMI and LKS being sometimes individually referred to as a “Borrower” and collectively referred to as the “Borrowers”).

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FOURTH MODIFICATION TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 20th, 2021 • Lifeway Foods, Inc. • Dairy products

This Fourth Modification to Amended and Restated Loan and Security Agreement (this "Amendment") is entered into effective as of August 18, 2021 (the "Effective Date") by and among CIBC BANK USA, (the "Lender"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI and LKS being sometimes individually referred to as a "Borrower" and collectively referred to as the "Borrowers").

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ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • September 20th, 2013 • Lifeway Foods Inc • Dairy products

This ENVIRONMENTAL INDEMNITY AGREEMENT dated as of the 4th day of September, 2013 (the “Agreement”), is executed by LIFEWAY FOODS, INC., an Illinois corporation, FRESH MADE, INC., a Pennsylvania corporation, HELIOS NUTRITION LIMITED, a Minnesota corporation, PRIDE OF MAIN STREET DAIRY, LLC, a Minnesota limited liability company, STARFRUIT, LLC, an Illinois limited liability company, and LIFEWAY WISCONSIN, INC., an Illinois corporation (collectively, the “Borrower”); each Borrower is individually being referred to herein as an “Indemnitor” and collectively as the “Indemnitors”) to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, together with its successors and assigns (the “Lender”).

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THIS AMENDMENT WAS PREPARED BY AND AFTER RECORDING RETURN TO: James M. Teper, Esq. Patzik, Frank & Samotny Ltd.
Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing • November 14th, 2013 • Lifeway Foods Inc • Dairy products
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