CONTRIBUTION AGREEMENT By and Among SUN NORTHLAND, LLC FIRST GENERATION LLC WELLS FARGO FOOTHILL, INC. ABLECO HOLDING LLC ARK CLO 2000-1 LIMITED JOHN SWENDROWSKI and NEW HARVEST, INC. Dated as of September 26, 2005Contribution Agreement • September 28th, 2005 • New Harvest, Inc. • Agricultural production-crops • Wisconsin
THIS CONTRIBUTION AGREEMENT, dated as of September 26, 2005 (this “Agreement”), is made and entered into by and among by and among Sun Northland, LLC (“Sun Northland”), First Generation LLC (“First Generation”), Wells Fargo Foothill, Inc. (f/k/a Foothill Capital Corporation) (“Wells Fargo”), Ableco Holding LLC (“Ableco”), ARK CLO 2000-1 Limited (“ARK CLO”), John Swendrowski (Sun Northland, First Generation, Wells Fargo, Ableco, ARK CLO and John Swendrowski sometimes being referred to herein individually as a “Contributor” and collectively as the “Contributors”), and New Harvest, Inc., a Wisconsin corporation (“Company”).
SHAREHOLDERS’ AGREEMENTShareholder Agreement • September 28th, 2005 • New Harvest, Inc. • Agricultural production-crops • Wisconsin
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of September 26, 2005, by and among (i) Sun Northland, LLC, a Delaware limited liability company (“Sun”), (ii) each of the Persons whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (the “Minority Shareholders”), and (iii) New Harvest, Inc., a Wisconsin corporation (the “Company”). Certain other capitalized terms used herein are defined in Section 1.
STOCK PURCHASE AGREEMENT By and among and NEW HARVEST, INC. Dated as of September 26, 2005Stock Purchase Agreement • September 28th, 2005 • New Harvest, Inc. • Agricultural production-crops • Wisconsin
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 26, 2005, by and among U.S. Bank National Association (“U.S. Bank”), Mid America Bank, f.s.b. (as successor in interest to St. Francis Bank, F.S.B.) (“Mid America”) (U.S. Bank and Mid America sometimes being referred to herein individually as a “Seller” and collectively as the “Sellers”), and New Harvest, Inc. (“Buyer”).
AGREEMENTContribution Agreement • September 28th, 2005 • New Harvest, Inc. • Agricultural production-crops
Ableco Holding LLC (“Ableco”) is the holder of a Common Stock Purchase Warrant, dated November 6, 2001 (the “Warrant”), issued by Northland Cranberries, Inc. (“Northland”). Pursuant to the terms of a Contribution Agreement, dated as of September 26, 2005, Ableco has agreed to exercise the Warrant prior to consummation of the proposed merger of New Harvest, Inc. (the “Company”) with and into Northland, and to contribute the shares of Northland’s Class A Common Stock received upon exercise of the Warrant to the Company in exchange for shares of the Company’s common stock. Ableco wishes to ensure that the antidilution protections currently afforded Ableco pursuant to Article 3 of the Warrant remain in effect with respect to the shares of Northland common stock to be held by Ableco following the merger. Therefore, the Company and Sun Northland, LLC (in its capacity as majority shareholder of the Company and of Northland) (“Sun Northland”) hereby agree that, following exercise of the Warran
