MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 2nd, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of May 31, 2012, by and among HUBSON ACQUISITION, LLC, an Indiana limited liability company (“Hubson”), EHUD BARON (“Ehud”), ETAI BARON (“Etai”), RIVKA GRINBERG (“Grinberg”), YOSEF LUTWAK (“Lutwak”), CHADWICK WHITE (“White”) (collectively, Hubson, Ehud, Etai, Grinberg, Lutwak and White are referred to herein as “Sellers,” and each is sometimes referred to herein as a “Seller”), Smart Balance, Inc., a Delaware corporation (“Buyer”), UHF Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Acquisition Co.” and collectively with Buyer and Sellers, the “parties”), and, solely for purposes of Sections 5.3 (Exclusivity), 5.7 (Covenant Not to Compete; Confidentiality), 5.13 (Release of Claims), 5.18 (Transfer of Units) and 6.1(b) (Indemnification by Sellers and the Restricted Parties) and ARTICLE 9, Allan B. Hubbard (“Hubbard”) in his personal capacity and in his capacity as Trustee of th
FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 2nd, 2012 • Smart Balance, Inc. • Food and kindred products • Delaware
This FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of June 29, 2012 (this “Amendment”), is by and between Smart Balance, Inc., a Delaware corporation (“Buyer”), and Hubson Acquisition, LLC, an Indiana limited liability company, in its capacity as Sellers’ Representative (“Sellers’ Representative”). All capitalized terms used and not otherwise defined herein have the respective meanings given to them in the Purchase Agreement (as such term is defined below).
Credit Agreement Dated as of July 2, 2012, among GFA Brands, Inc., Glutino USA, Inc., UHF Acquisition Corp.,Credit Agreement • July 2nd, 2012 • Smart Balance, Inc. • Food and kindred products • New York
This Credit Agreement is entered into as of July 2, 2012, by and among GFA Brands, Inc., a Delaware corporation (“GFA”), Glutino USA, Inc., a Delaware corporation (“Glutino”) and UHF Acquisition Corp., a Delaware corporation (“UHF”), Udi’s Healthy Foods, LLC, a Colorado limited liability company (“Udi” or “Target”), Smart Balance, Inc., a Delaware corporation (the “Parent”), as a Guarantor, the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
