0001193125-06-035885 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 21st, 2006 • Universal Food & Beverage Compny • Agricultural chemicals • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 16, 2006, by and among Universal Food & Beverage Company, a Nevada corporation, with headquarters located at 3830 Commerce Drive, St. Charles, Illinois 60174 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2006 • Universal Food & Beverage Compny • Agricultural chemicals • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 15, 2006, by and among Universal Food & Beverage Company, a Nevada corporation, with headquarters located at 3830 Commerce Drive, St. Charles, Illinois 60174 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

ASSET PURCHASE AGREEMENT BY AND BETWEEN UNIVERSAL FOOD & BEVERAGE COMPANY OF GEORGIA AND CALIFORNIA NATURAL PRODUCTS DATED AS OF FEBRUARY 16, 2006
Asset Purchase Agreement • February 21st, 2006 • Universal Food & Beverage Compny • Agricultural chemicals • Georgia

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2006, by and among UNIVERSAL FOOD & BEVERAGE COMPANY OF GEORGIA a Georgia corporation (“Purchaser”) and CALIFORNIA NATURAL PRODUCTS, a California corporation (“Seller”).

VOTING AGREEMENT
Voting Agreement • February 21st, 2006 • Universal Food & Beverage Compny • Agricultural chemicals • Illinois

VOTING AGREEMENT, dated as of February 16, 2006 (this “Agreement”), by and among Universal Food & Beverage Company, a Nevada corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto under the heading “Stockholders” (each, a “Stockholder”, and collectively, the “Stockholders”).

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