ContractWarrant Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT THE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
AGREEMENT OF PURCHASE AND SALE OF ASSETS AMONG ORGANIC HOLDING COMPANY, INC. VINAIGRETTES LLC AND DAN KARZEN October 27, 2006Purchase and Sale Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • California
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • Washington
THIS EMPLOYMENT AGREEMENT is entered into as of January 1, 2007 (the “Effective Date”) by and between JASON BROWN (“Executive”) and ORGANIC HOLDING COMPANY, INC., a Delaware corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of February , 2007, by and among Organic Holding Company, Inc., a Delaware corporation (the “Company”), Burnham Hill Partners, a division of Pali Capital, Inc. (the “Placement Agent”) on behalf of each purchaser (each, a “Purchaser” and together the “Purchasers”) that is a party to the Subscription Agreement (as defined below) and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).
FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AND TO COMPANY DISCLOSURE SCHEDULEMerger Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • Delaware
THIS FIRST AMENDMENT (this “First Amendment”) to Merger Agreement and Plan of Merger and Reorganization and Company Disclosure Schedule is entered into as of February 12, 2007, by and among SP Holding Corporation, a Delaware corporation (“Parent”), Organic Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Organic Holding Company, Inc., a Delaware corporation (“Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • Washington
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of April, 2005, by and between, ORGANIC HOLDING COMPANY, INC., a Delaware corporation (the “Buyer”), and BRIAZZ INC., a Washington corporation (the “Seller”) (collectively, the “Parties”).
BURNHAM HILL PARTNERS A DIVISION OF PALI CAPITAL INC.Placement Agent Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2007 • SP Holding CORP • Communications equipment, nec • New York
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Pubco, a Delaware corporation (the “Company”) that will do business as Organic To Go, immediately following the Closing of the private placement described herein. The Company is conducting a private placement (the “Private Placement”) of a minimum of eighty (80) units (the “Units”), for $4.0 million (the “Minimum Offering”), with the option to offer and issue up to an additional forty (40) Units, for up to an additional $2.0 million (the “Over Allotment”), for a total of one hundred and twenty (120) Units, for an aggregate of $6.0 million. Each Unit consists of (i) forty thousand (40,000) shares of the Company’s common stock (“Common Stock”) and (ii) a detachable, five-year warrant to purchase up to 8,000 shares of Common Stock, at an exercise price of $2.50per share (“Warrant”). The purchase price per Unit is $50,000. The minimum purchase by any one investor will be one half
