ODWALLA, INC.Stock Purchase Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ARTICLE I The Top-Up OptionStock Option Agreement • November 2nd, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • New York
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this ____ day of ___________, 2001, by and between Odwalla, Inc., a California corporation (the "Company"), and _____________________...Indemnification Agreement • November 29th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ODWALLA, INC.Warrant Agreement • November 29th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
Exhibit 10.5 BUSINESS LOAN AGREEMENT This Agreement, dated as of July 12, 2001, is between Bank of America, N.A. (the "Bank") and Odwalla, Inc., a California corporation ("Odwalla") and Fresh Samantha, Inc., a Maine corporation ("Fresh Samantha")...Business Loan Agreement • November 29th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT Reference is made to that certain Stock Purchase Agreement, dated as of February 11, 2000 (the "Agreement"), by and among Odwalla, Inc., a California corporation (the "Company"), and U.S. Equity Partners,...Stock Purchase Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
RECITALSAmendment Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
AMONGMerger Agreement • November 2nd, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • New York
ODWALLA, INC.Stock Issuance Agreement • August 21st, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ODWALLA, INC.Stock and Warrant Purchase Agreement • January 12th, 1999 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ODWALLA, INC. AUTOMATIC STOCK OPTION AGREEMENTAutomatic Stock Option Agreement • August 21st, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
Exhibit 4.2 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 UNDER SUCH ACT OR...Warrant Agreement • November 29th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • August 21st, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
1 EXHIBIT 2.1 ================================================================= =============== AGREEMENT AND PLAN OF MERGERMerger Agreement • April 11th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • August 21st, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
EXHIBIT (a)(2) [ODWALLA LETTERHEAD] NOVEMBER 6, 2001 Dear Shareholder: We are pleased to inform you that on October 29, 2001, Odwalla, Inc. ("Odwalla"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Coca-Cola Company...Merger Agreement • November 6th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
We are pleased to inform you that on October 29, 2001, Odwalla, Inc. ("Odwalla"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Coca-Cola Company ("TCCC"), a Delaware corporation, and TCCC Acquisition Corp. (formerly known as Perry Phillip Corp.), a California corporation and a wholly-owned subsidiary of TCCC (the "Offeror"). The Merger Agreement provides for the acquisition of Odwalla by TCCC at a price of $15.25 per share of Odwalla's common stock ("Common Stock").
ODWALLA, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 21st, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ODWALLA, INC.Shareholders' Rights Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
ODWALLA, INC.Preferred Stock Conversion Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
OFFICE LEASEOffice Lease • December 13th, 1996 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
1- 2 COAST BUSINESS CREDIT LOAN AND SECURITY AGREEMENT ------------------------ --------------------------------------------------------Loan and Security Agreement • July 15th, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
May 1, 2000 Mr. Stephen Williamson, CEO Odwalla, Inc. 120 Stone Pine Road Half Moon Bay, CA 94019 Mr. Craig Sakin Catterton-Simon Partners III, L.P. 9 Greenwich Office Park Greenwich, CT 06830 Re: Working Capital Adjustment Agreement dated as of May...Working Capital Adjustment Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
RECITALSEmployment Agreement • April 11th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
RECITALSSeparation Agreement • January 16th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
RECITALSEmployment Agreement • May 12th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
RECITALSEmployment Agreement • April 11th, 2000 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
LOAN AGREEMENTLoan Agreement • July 15th, 1997 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
Odwalla's Notice Address Levin's Notice Address ------------------------ ---------------------- Odwalla, Inc. Douglas K. Levin 120 Stone Pine Road Half Moon Bay, CA 94019 Fax Number: 650-712-5959Consulting Agreement • January 16th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
