EXHIBIT 10.12
▇▇▇▇▇▇▇ FOODS INC.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
April 20, 2007
▇▇▇▇▇▇▇ Management, Inc.
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
and
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
c/o Vaughan Foods, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
This will set forth the agreement pursuant to which we, or a wholly
owned subsidiary formed for that purpose, will acquire all of your current 40%
limited partnership interests in Allison's Gourmet Kitchens, LP ("Allisons") and
the general partnership interest in Allison's of ▇▇▇▇▇▇▇ Management, Inc.
("▇▇▇▇▇▇▇").
1. Simultaneously with the effectiveness of an initial public
offering of our equity securities ("IPO"), we will acquire all of the limited
partnership interests held by you for $2.5 million payable in cash (the
"Purchase Price"). $1.5 million of the Purchase Price will be payable
immediately after the closing of the IPO. The remaining $1.0 million of the
Purchase Price will be paid on the earlier of June 30, 2008 or the closing of an
equity financing by the company, as combined after the closing of the IPO, that
raises at least $4 million in gross proceeds. The company will pay interest at
the rate of 10% on such $1.0 million of the Purchase Price, commencing on the
day of closing of the IPO. The Purchase Price will be divided 12 1/2 to ▇▇▇▇ and
87 1/2 to Herb.
2. Simultaneously with the transfer of the limited partnership
interests, ▇▇▇▇▇▇▇ will assign to us its general partnership interest in
Allison's in return for our undertaking, as set forth herein, to indemnify and
hold harmless ▇▇▇▇▇▇▇ from all liability as the former general partner of
Allison's other that those liabilities, if any, resulting from ▇▇▇▇▇▇▇'▇
criminal conduct or gross negligence.
3. The limited partnership interests in Allison's conveyed
hereunder, together with the 60% interest in Allison's currently owned by ▇▇▇▇
▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and to be conveyed under a separate
agreement, will be held in an operating division or by a separate subsidiary
that we will organize for that purpose. Herb will serve as the Chairman and
Chief Executive Officer of that division or subsidiary and will be compensated
in accordance with the agreement previously reached with us.
If this letter accurately sets forth our understanding, please sign and
return a copy of this letter to us.
Very truly yours,
▇▇▇▇▇▇▇ FOODS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Accepted and agreed to
This 20th day of April, 2007
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Management, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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