Exhibit 10.19 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of the 31st day of December, 2001 (the "Effective Date") between TurboChef Technologies, Inc., a Delaware corporation (the...Registration Rights Agreement • April 15th, 2002 • Turbochef Technologies Inc • Refrigeration & service industry machinery
EXHIBIT 10.36 RESEARCH AND DEVELOPMENT CONTRACT --------------------------------- AGREEMENT between GAS RESEARCH INSTITUTE ("GRI"), an Illinois not-for-profit corporation, and TURBOCHEF TECHNOLOGIES ,INC., ("TURBOCHEF") a Delaware corporation. W I T N...Warrant Agreement • November 15th, 1999 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Illinois
WITNESSETH: ----------License Agreement • November 15th, 1999 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Iowa
DATED AS OF MAY 21, 2004Operating Agreement • May 28th, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
and -Settlement Agreement • April 15th, 2002 • Turbochef Technologies Inc • Refrigeration & service industry machinery
EXHIBIT 10.8 WARRANT AGREEMENT dated as of June 17, 1996 between TURBOCHEF, INC., a Delaware corporation (the "Company"), and WHALE SECURITIES CO., L.P. (hereinafter referred to as the "Underwriter") W I T N E S S E T H: WHEREAS, the Company proposes...Warrant Agreement • March 31st, 1997 • Turbochef Inc • Refrigeration & service industry machinery • New York
WARRANTTurbochef Technologies Inc • April 15th, 2002 • Refrigeration & service industry machinery • Texas
EXHIBIT 10.33 MASTER AGREEMENT DATED JANUARY 11, 1999 BY AND BETWEEN TURBOCHE TECHNOLOGIES, INC. AND AIG FINANCIAL SERVICES CORP.Master Agreement • April 1st, 1999 • Turbochef Technologies Inc • Refrigeration & service industry machinery • New York
BY AND AMONGContribution Agreement • May 28th, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • New York
EXHIBIT 10.39 PLEDGE AGREEMENT ---------------- THIS PLEDGE AGREEMENT (the "Pledge Agreement") is entered into as of March 15, 2000, by and between Jeffrey B. Bogatin, a resident of New York County, New York ("Pledgor"), whose address is 888 Park...Pledge Agreement • April 12th, 2000 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Texas
EXHIBIT 10.22 Portions of this document indicated by an ++ have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment of such information. Supplementary Agreement to the OEM...Turbochef Technologies Inc • April 15th, 2002 • Refrigeration & service industry machinery
CONSENT TO TRANSFER AND FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • November 1st, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
THIS LEASE (herein so called) is made as of the 20th day of March, 1997, by and between Prestonwood Tower, Inc., a Texas corporation ("Landlord"), and the Tenant named below. -------- WITNESSETH:Office Lease • March 31st, 1997 • Turbochef Inc • Refrigeration & service industry machinery • Texas
2. CONDITIONS PRECEDENT. ---------- --------- ALL LOANS 2.1 Bank is not obligated to make any Loan unless: (a) Bank has received the following, duly executed and in Proper Form: (1) a Request for Loan, substantially in the form of Exhibit B, not later...Credit Agreement • August 14th, 1998 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Texas
Exhibit 10.1 EMPLOYMENT AGREEMENT This is an Employment Agreement entered into between TurboChef Technologies, Inc., a Delaware corporation, or "TurboChef", and Paul Lehr, or "Executive", the terms and conditions of which are as follows: Section 1....Employment Agreement • November 1st, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.26 STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • November 14th, 1997 • Turbochef Inc • Refrigeration & service industry machinery • Iowa
Exhibit 10.18 PLACEMENT AGENT AGREEMENT ------------------------- December 19, 2001 Sanders Morris Harris Inc. 3100 Chase Tower Houston, Texas 77002 Dear Sirs: 1. Introductory. TurboChef Technologies, Inc., a Delaware corporation ------------ (the...Placement Agent Agreement • April 15th, 2002 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Texas
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Georgia
EMPLOYMENT AGREEMENT BETWEEN TURBOCHEF, INC AND MARION H. ANTONINI. [LETTERHEAD OF TURBOCHEF APPEARS HERE]Employment Agreement • May 15th, 1998 • Turbochef Inc • Refrigeration & service industry machinery
WITNESSETH:Alliance Agreement • March 31st, 1998 • Turbochef Inc • Refrigeration & service industry machinery
WARRANTTurbochef Technologies Inc • July 30th, 2004 • Refrigeration & service industry machinery
WHITBREAD PLC REGISTERED IN ENGLAND NO: 29423 REGISTERED OFFICE: CHISWELL STREET, LONDON, EC1Y 4SDPurchase Contract • March 31st, 1997 • Turbochef Inc • Refrigeration & service industry machinery
EXHIBIT 10.1 SUPPLEMENTARY AGREEMENT TO THE OEM MANUFACTURING CONTRACT Between Shandong Xiaoya Group Company Limited (hereinafter referred to as "Xiaoya") And TurboChef Technologies Inc. (hereinafter referred to as "TurboChef") After friendly...Supplementary Agreement • August 16th, 2002 • Turbochef Technologies Inc • Refrigeration & service industry machinery
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 7, 2008 among TURBOCHEF TECHNOLOGIES, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER, as the Guarantors, and BANK OF AMERICA, N.A., as the LenderCredit Agreement • February 8th, 2008 • Turbochef Technologies Inc • Refrigeration & service industry machinery • North Carolina
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 7, 2008 among TURBOCHEF TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein) and BANK OF AMERICA, N.A. (the “Lender”) and amends and restates that certain Credit Agreement, dated as of February 28, 2005 (as amended or modified from time to time, the “Existing Credit Agreement”) among the Borrower, the Guarantors and the Lender.
Exhibit 10.2 SUBSCRIPTION AGREEMENT TurboChef Technologies, Inc. 10500 Metric Drive Suite 128 Dallas, Texas 75243 Gentlemen: You have informed us that TurboChef Technologies, Inc. is a Delaware corporation (the "Company" or "you") and is conducting a...Subscription Agreement • May 28th, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Georgia
EMPLOYMENT AGREEMENT (As Amended and Restated July 1, 2008)Employment Agreement • July 1st, 2008 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
TurboChef Technologies, Inc., a Delaware corporation, (“TurboChef”) and Paul Lehr (“Executive”) entered into an employment agreement (the “Employment Agreement”) effective October 29, 2003 (the “Effective Date”), which was amended and restated effective January 18, 2008. TurboChef and Executive hereby amend and restate the Employment Agreement in its entirety. This revised Employment Agreement is effective upon execution and has the following terms and conditions:
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2001 • Turbochef Technologies Inc • Refrigeration & service industry machinery • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2005 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
This is an Employment Agreement entered into between TurboChef Technologies, Inc., a Delaware corporation, or “TurboChef”, and Joe McGrain, or “Executive”, the terms and conditions of which are as follows:
TURBOCHEF TECHNOLOGIES, INC. [____] Shares Common Stock* FORM OF UNDERWRITING AGREEMENT , 2005Turbochef Technologies Inc • January 3rd, 2005 • Refrigeration & service industry machinery • Illinois
Banc of America Securities LLC William Blair & Company, L.L.C. Stephens Inc. Oppenheimer & Co. Inc. As Representatives of the Several Underwriters Named in Schedule A c/o Banc of America Securities LLC 9 West 57th Street New York, New York 10019
AGREEMENT AND PLAN OF MERGER by and among THE MIDDLEBY CORPORATION, CHEF ACQUISITION CORP. and TURBOCHEF TECHNOLOGIES, INC. Dated AUGUST 12, 2008Agreement and Plan of Merger • August 13th, 2008 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated August 12, 2008, by and among The Middleby Corporation, a Delaware corporation ("Parent"), Chef Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and TurboChef Technologies, Inc., a Delaware corporation (the "Company").
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • September 24th, 2007 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
TurboChef Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to the person named below (“Recipient”) a number of restricted stock units shown below representing rights to be issued one share of Common Stock of the Company for each restricted stock unit (“RSU Shares”) for no additional consideration, subject to all of the terms and conditions of the agreement set forth on the reverse side and the TurboChef Technologies, Inc. 2003 Stock Incentive Plan (the “Plan”).
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • August 13th, 2008 • Turbochef Technologies Inc • Refrigeration & service industry machinery
This STOCKHOLDER VOTING AND SUPPORT AGREEMENT, dated as of August 12, 2008 (this “Agreement”), is by and among The Middleby Corporation, a Delaware corporation (the “Parent”), and the holder of capital stock of TurboChef Technologies, Inc., a Delaware corporation (the “Company”) set forth on the signature page hereto (the “Stockholder”).
TURBOCHEF TECHNOLOGIES, INC. 2003 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTOption Agreement • March 30th, 2004 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Delaware
THIS OPTION AGREEMENT (the “Agreement”) is entered into as of the day of , 2003, by and between TURBOCHEF TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the employee designated above (the “Optionee”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 13th, 2005 • Turbochef Technologies Inc • Refrigeration & service industry machinery • Massachusetts
THIS RESTRICTIVE COVENANT AGREEMENT (the “Restrictive Agreement”) is made and entered into as of September 12, 2005 (“Effective Date”), by and between TurboChef Technologies, Inc., a Delaware corporation (“Buyer”), and David H. McFadden (“Executive”).
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • November 10th, 2003 • Turbochef Technologies Inc • Refrigeration & service industry machinery • New York
THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of October, 2003, by and between TURBOCHEF TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and GRAND CHEER COMPANY LIMITED, a British Virgin Islands Corporation (“Grand Cheer”).
