NOTE, STOCK AND INTEREST PURCHASE AGREEMENT
THIS
NOTE, STOCK AND INTEREST PURCHASE AGREEMENT (as
amended, restated or otherwise modified from time to time, this“Agreement”)
is made as of June 1, 2008, by and among B&D Food Corporation,
a Delaware corporation (the “Company”), Boaz Holdings Inc., a Delaware
corporation and a wholly owned subsidiary of the Company (“Boaz Holdings”), Boaz
Industria E Comercio De Alimentos LTDA., a limited liability company formed
pursuant to the laws of Brazil (“Boaz”), and ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Buyer”).
RECITALS
A. As
consideration for the loan that Buyer is making to the Company, the Company
is
issuing to the Buyer pursuant
to the terms of this Agreement: (i) a
promissory note,
in
substantially the form set forth on Exhibit
A
hereto,
in an
aggregate principal
amount
of
up to $1,000,000 (as
amended, restated or otherwise modified from time to time, the
“Note”);
(ii) 5,000,000 shares of common stock of the Company (the “Stock”); and
(iii) an interest in fifty percent (50%) of the greater of (x) the net income
of
Boaz Holdings and (y) the net income of Boaz.
B. The
parties hereto desire to set forth the terms and conditions relating to the
issuance of the Notes, Stock and Interest (as defined below).
1. Authorization
and Sale of Notes, Stock and Interest.
1.1 Authorization
of Notes, Stock and Interest.
On or
before the date hereof, the Company has authorized the issuance and sale of
(a)
the Notes, (b) the Stock and (c) the Interest.
1.2 Sale
of Notes, Stock and Interest.
(a) Subject
to the terms and conditions hereof, the Company will issue and sell to the
Buyer, and the Buyer will purchase from the Company, the Note.
(b) Subject
to the terms and conditions hereof, the Company will issue and sell to the
Buyer, and the Buyer will purchase from the Company, the Stock.
(c) Subject
to the terms and conditions hereof, the Company covenants to distribute to
the
Buyer the aggregate of fifty percent (50%) of the greater of (x) all net income
(as determined in accordance with United States generally accepted accounting
principles applied on a consistent basis) generated by Boaz Holdings subsequent
to the Note Repayment Date (as defined in the Note) and (y) all net income
(as
determined in accordance with United States generally accepted accounting
principles applied on a consistent basis) generated by Boaz subsequent to the
Note Repayment Date (the “Interest”).
(d) The
Note,
the Stock and the Interest sold pursuant to this Agreement are hereinafter
sometimes collectively referred to as the “Securities.”
1.3 Allocation
of Purchase Price.
The
purchase price for each of the Securities is as follows: for the Note, $785,000;
for the Stock, $145,000; and for the Interest, $70,000.
2. Closing
Dates; Delivery.
2.1 Closing.
Subject
to the satisfaction (or waiver) of the conditions to the closing contained
in
Section 5 of this Agreement, the purchase and sale of the Securities for the
aggregate sum of $1,000,000 (the “Purchase Price”) shall take place at 10:00
a.m. local time at the offices of the Company on the date hereof or at such
other time and place as the Company and the Buyer may agree (the “Closing”).
2.2 Delivery.
At
Closing, the Company will deliver to the Buyer (a) an original Note in
substantially the form set forth on Exhibit
A
hereto,
having
a
principal amount equal to $1,000,000, (b)
a
stock certificate in
substantially the form set forth on Exhibit
B
hereto
for
5,000,000 shares of common stock of the Company and (c) [a physical certificate
representing the Interest], against payment of the Purchase Price by a check
payable to the order of the Company or by wire transfer, in either case of
immediately available funds.
3. Representations
and Warranties of the Company.
3.1 As
an
inducement to the Buyer to enter into the transactions contemplated by this
Agreement, the Company hereby represents and warrants to the Buyer as follows:
(a) Organization
and Standing.
The
Company (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; (ii) has the corporate
power and corporate authority to own and operate its properties and to carry
on
its business as now conducted and as proposed to be conducted; and
(iii) is qualified as a foreign corporation in all jurisdictions in which
such qualification is required; provided, however, that the Company need not
be
qualified in a jurisdiction in which its failure to qualify would not reasonably
be expected to have a material adverse effect
on the
business, assets or condition (financial or otherwise) of the
Company.
(b) Subsidiaries.
Boaz
Holdings is a wholly owned subsidiary of the Company.
(c) Capitalization.
The
Company has a total authorized capitalization consisting of (a) 400,000,000
shares of Common Stock, $.001 par value per share, of which shares
149,000,000 are issued and outstanding, and (b) 1,000,000 shares of
Preferred Stock, $.001 par value per share, of which no shares are issued and
outstanding on the date hereof.
(d) Financial
Statements.
The
Company has delivered to the Buyer (A) the audited consolidated balance
sheet of the Company as of [December 31, 2007] and the related audited
consolidated statements of operations, cash flows and stockholders’ equity (the
“Company Financial Statements”).
The
Company Financial Statements fairly and accurately present the Company’s
financial position as of such date and the results of operations and changes
in
its financial position for the period then ended, and have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis. There
has
been no material adverse change in the Company subsequent to the date of the
Company
Financial Statements
delivered to the Buyer.
(e) Authorization
and Validity.
All
corporate action on the part of the Company, its officers, directors, and
stockholders necessary for the authorization, execution, delivery and
performance of all of the Company’s obligations under this Agreement and the
Note (collectively, the “Documents”) and for the authorization, issuance and
delivery of the Securities has been taken, and each of the Documents constitutes
the legal, valid and binding obligation of the Company, enforceable against
the
Company in accordance with its terms, subject as to enforcement of remedies
to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting generally the enforcement of creditors’ rights and subject to a
court’s discretionary authority with respect to the granting of a decree
ordering specific performance or other equitable remedies.
(f) Corporate
Power.
The
Company has all requisite legal and corporate power and authority to execute
and
deliver the Documents, to sell and issue the Note, Stock and Interest hereunder,
to issue the Securities and to carry out and perform its obligations under
the
Documents.
(g) Validity
of Securities.
The
Securities, when issued, sold, and delivered in compliance with the terms and
for the consideration expressed in this Agreement and the other Documents,
will
be duly authorized and validly issued (including without limitation, issued
in
compliance with applicable federal and state securities laws), fully paid and
nonassessable, as applicable. There are no preemptive rights with respect to
the
issuance or sale by the Company of the Securities, other than such as have
been
effectively waived in writing prior to the date hereof.
(h) No
Conflict with Other Instruments.
The
execution, delivery, and performance of the Documents, the sale and issuance
of
the Note, Stock and Interest, and the consummation of the transactions
contemplated hereby and thereby will not result in any violation of, be in
conflict with, or constitute a default under, with or without the passage of
time or the giving of notice: (i) any provision of the Company’s
Certificate
of Incorporation, as amended
(the
“Certificate of Incorporation”),
or
Bylaws
(the
“Bylaws”);
(ii) any provision of any judgment, decree, or order to which the Company
is a party or by which it is bound; (iii) any material contract,
obligation, or commitment to which the Company is a party or by which it is
bound; or (iv) to the Company’s knowledge, any statute, rule, or
governmental regulation applicable to the Company.
(i) Litigation.
There
is no action, proceeding or investigation pending or, to the Company’s
knowledge, threatened, or any basis therefor known to the Company, that
questions the validity of the Documents, or the right of the Company to enter
into the Documents or to consummate the transactions contemplated thereby.
There
is no judgment, decree, or order of any court in effect against the Company
and
the Company is not in default with respect to any order of any governmental
authority to which the Company is a party or by which it is bound. There is
no
action, suit, proceeding, or investigation which the Company presently intends
to initiate against a third party.
(j) Governmental
and Third Party Consents.
Subject
to the accuracy of Buyer’s representations in Section 5 of this Agreement,
no consent, approval, order, or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state,
local, or provincial governmental authority on the part of the Company is
required in connection with the consummation of the transactions contemplated
by
this Agreement, except for such filings as are required by the securities laws
of the state in which the Buyer resides.
(k) No
Violation or Default.
The
Company is not in violation of or in default with respect to: (i) its
Certificate of Incorporation or Bylaws; (ii) any material judgment, order,
writ,
decree, statute, rule or regulation applicable to the Company; or (iii) any
material mortgage, indenture, agreement, instrument or contract to which the
Company is a party or by which it is bound; nor is there any waiver in effect
which, if not in effect, would result in such a violation or
default.
4. Representations
and Warranties of Boaz Holdings.
4.1 As
an
inducement to the Buyer to enter into the transactions contemplated by this
Agreement, Boaz Holdings hereby represents and warrants to the Buyer as follows:
(a) Organization
and Standing.
Boaz
Holdings (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; (ii) has the corporate
power and corporate authority to own and operate its properties and to carry
on
its business as now conducted and as proposed to be conducted; and (iii) is
qualified as a foreign corporation in all jurisdictions in which such
qualification is required; provided, however, that Boaz Holdings need not be
qualified in a jurisdiction in which its failure to qualify would not reasonably
be expected to have a material adverse effect on the business, assets or
condition (financial or otherwise) of Boaz Holdings.
(b) Subsidiaries.
Boaz
Holdings presently owns 99.99% of the issued and outstanding shares of
Boaz.
(c) Capitalization.
All of
the outstanding shares of capital stock of Boaz Holdings are owned by the
Company.
(d) Authorization
and Validity.
All
corporate action on the part of Boaz Holdings, its officers, directors, and
stockholders necessary for the authorization, execution, delivery and
performance of all of Boaz Holding’s obligations under this Agreement has been
taken, and this Agreement constitutes the legal, valid and binding obligation
of
Boaz Holdings, enforceable against Boaz Holdings in accordance with its terms,
subject as to enforcement of remedies to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting generally the enforcement
of creditors’ rights and subject to a court’s discretionary authority with
respect to the granting of a decree ordering specific performance or other
equitable remedies.
(e) Corporate
Power.
Boaz
Holdings has all requisite legal and corporate power and authority to execute
and deliver the Documents and to carry out and perform its obligations under
this Agreement.
(f) No
Conflict with Other Instruments.
The
execution, delivery, and performance of this Agreement and the consummation
of
the transactions contemplated hereby and thereby will not result in any
violation of, be in conflict with, or constitute a default under, with or
without the passage of time or the giving of notice: (i) any provision of
Boaz Holding’s
Certificate
of Incorporation, as amended
(the
“Boaz Holdings Certificate of Incorporation”),
or
Bylaws
(the
“Boaz
Holdings
Bylaws”);
(ii) any provision of any judgment, decree, or order to which Boaz Holdings
is a party or by which it is bound; (iii) any material contract,
obligation, or commitment to which Boaz Holdings is a party or by which it
is
bound; or (iv) to Boaz Holdings’ knowledge, any statute, rule, or
governmental regulation applicable to Boaz Holdings.
(g) Litigation.
There
is no action, proceeding or investigation pending or, to Boaz Holdings’
knowledge, threatened, or any basis therefor known to Boaz Holdings, that
questions the validity of the Documents, or the right of Boaz Holdings to enter
into this Agreement or to consummate the transactions contemplated thereby.
There is no judgment, decree, or order of any court in effect against Boaz
Holdings and Boaz Holdings is not in default with respect to any order of any
governmental authority to which Boaz Holdings is a party or by which it is
bound. There is no action, suit, proceeding, or investigation which Boaz
Holdings presently intends to initiate against a third party.
(h) No
Violation or Default.
Boaz
Holdings is not in violation of or in default with respect to: (i) the Boaz
Holdings Certificate of Incorporation or Boaz Holdings Bylaws; (ii) any material
judgment, order, writ, decree, statute, rule or regulation applicable to Boaz
Holdings; or (iii) any material mortgage, indenture, agreement, instrument
or
contract to which Boaz Holdings is a party or by which it is bound; nor is
there
any waiver in effect which, if not in effect, would result in such a violation
or default.
5. Representations
and Warranties of Boaz.
5.1 As
an
inducement to the Buyer to enter into the transactions contemplated by this
Agreement, Boaz hereby represents and warrants to the Buyer as follows:
(a) Organization
and Standing.
Boaz
(i) is a limited liability company formed pursuant to the laws of Brazil;
(ii) has the legal power and authority to own and operate its properties
and to carry on its business as now conducted and as proposed to be conducted;
and (iii) is qualified as a foreign entity in all jurisdictions in which
such qualification is required; provided, however, that Boaz need not be
qualified in a jurisdiction in which its failure to qualify would not reasonably
be expected to have a material adverse effect on the business, assets or
condition (financial or otherwise) of Boaz.
(b) Subsidiaries.
Boaz
does not presently own, have any investment in, or control, directly or
indirectly, any corporation, partnership, limited liability company, association
or other entity.
(c) Capitalization.
99.99%
of the outstanding shares of capital stock of Boaz are owned by Boaz Holdings,
and the remaining 0.01% of the outstanding shares of capital stock of Boaz
is
owned by the incorporator of Boaz Holdings, pursuant to the laws of
Brazil.
(d) Authorization
and Validity.
All
corporate action on the part of Boaz, its officers, directors, and stockholders
necessary for the authorization, execution, delivery and performance of all
of
Boaz’s obligations under this Agreement has been taken, and this Agreement
constitutes the legal, valid and binding obligation of Boaz, enforceable against
Boaz in accordance with its terms, subject as to enforcement of remedies to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting generally the enforcement of creditors’ rights and subject to a
court’s discretionary authority with respect to the granting of a decree
ordering specific performance or other equitable remedies.
(e) Corporate
Power.
Boaz
has all requisite legal and corporate power and authority to execute and deliver
the Documents and to carry out and perform its obligations under this
Agreement.
(f) No
Conflict with Other Instruments.
The
execution, delivery, and performance of this Agreement and the consummation
of
the transactions contemplated hereby and thereby will not result in any
violation of, be in conflict with, or constitute a default under, with or
without the passage of time or the giving of notice: (i) any provision of
Boaz’s
[Certificate
of Incorporation], as amended
(the
“Boaz Certificate of Incorporation”),
or
Bylaws
(the
“Boaz
Bylaws”);
(ii) any provision of any judgment, decree, or order to which Boaz is a
party or by which it is bound; (iii) any material contract, obligation, or
commitment to which Boaz is a party or by which it is bound; or (iv) to
Boaz’s knowledge, any statute, rule, or governmental regulation applicable to
Boaz.
(g) Litigation.
There
is no action, proceeding or investigation pending or, to Boaz’s knowledge,
threatened, or any basis therefor known to Boaz, that questions the validity
of
the Documents, or the right of Boaz to enter into this Agreement or to
consummate the transactions contemplated thereby. There is no judgment, decree,
or order of any court in effect against Boaz and Boaz is not in default with
respect to any order of any governmental authority to which Boaz is a party
or
by which it is bound. There is no action, suit, proceeding, or investigation
which Boaz presently intends to initiate against a third party.
(h) No
Violation or Default.
Boaz is
not in violation of or in default with respect to: (i) the Boaz Certificate
of
Incorporation or Boaz Bylaws; (ii) any material judgment, order, writ, decree,
statute, rule or regulation applicable to Boaz; or (iii) any material mortgage,
indenture, agreement, instrument or contract to which Boaz is a party or by
which it is bound; nor is there any waiver in effect which, if not in effect,
would result in such a violation or default.
6. Representations,
Warranties and Covenants of the Buyer.
The
Buyer represents and warrants to the Company, Boaz Holdings and Boaz as
follows:
6.1 Authorization.
When
executed and delivered by the Buyer, and assuming execution and delivery by
the
Company, this Agreement will constitute a valid obligation of the Buyer,
enforceable in accordance with its terms, subject as to enforcement of remedies
to applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws
affecting generally the enforcement of creditors’ rights and subject to a
court’s discretionary authority with respect to the granting of a decree
ordering specific performance or other equitable remedies.
6.2 Investment.
The
Securities to be received by such Buyer will be acquired for investment for
such
Buyer’s own account, not as a nominee or agent, and not with a view to the sale
or distribution of any part thereof, and such Buyer has no present intention
of
selling, granting any participation in, or otherwise distributing the same.
By
executing this Agreement, such Buyer further represents that such Buyer has
no
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Securities.
6.3 Accredited
Investor.
The
Buyer is an “accredited investor” within the meaning of Regulation D of the
rules and regulations promulgated under the Securities Act.
7. Conditions
of the Buyer’s Obligations at the Closing.
The
obligations of the Buyer under Section 1 of this Agreement at the Closing
are subject to the fulfillment at or before the Closing of the following
conditions, either of which may be waived in writing by the Buyer:
7.1 Representations
and Warranties.
The
representations and warranties of the Company contained in Section 3, of
Boaz Holdings contained in Section 4 and of Boaz in Section 5 shall be true
on
and as of the Closing.
7.2 Section
2.2 Deliveries.
All
deliveries required by Section 2.2 above shall have been made.
8. Conditions
of the Company’s Obligations at the Closing.
The
obligations of the Company under Section 1 of this Agreement at the Closing
are subject to the fulfillment at or before the Closing of the following
condition, which may be waived in writing by the Company:
8.1 Representations
and Warranties.
The
representations and warranties of the Buyer contained in Section 6 shall be
true on and as of the Closing, with the same effect as if made on and as of
the
Closing.
9. Covenants
of the Company.
The
Company covenants and agrees with the Buyer that:
9.1 Payment
of Principal and Interest.
The
Company shall pay the principal of and interest on the Note, at the times and
place and in the manner provided in the Note.
9.2 Trading.
Boaz
shall be the only entity among each of (i) the Company, (ii) Boaz Holdings,
(iii) Boaz or (iv) any affiliate or subsidiary of the Company, Boaz
Holdings or Boaz (collectively, the “Group”) that shall engage in any trading
and/or business activity related to, involving or contemplating green bean
coffee trading (“Coffee Trading”).
9.3 Boaz
Records.
At any
time upon the demand of the Buyer, Boaz shall supply the Buyer, within three
(3)
days of receipt such demand, with copies of cash receipts, evidence of
inventory, receivables and any and all other such certificate, agreement or
similar documentation related to the Coffee Trading of Boaz.
9.4 Boaz
Access.
At any
time upon the demand of the Buyer, Boaz shall provide the Buyer, upon one (1)
days’ notice of same, with access to any facility owned, leased, occupied, or
otherwise engaged by Boaz.
9.5 Sale
of Boaz Holdings.
Without
the express written consent of the Buyer, which consent may be withheld for
any
reason, the Company shall not sell, liquidate, dissolve, own less than 100%
of
the issued and outstanding capital stock of, modify the capital structure of
or
distribute any of the assets of Boaz Holdings (other than in the ordinary course
of Boaz Holding’s business).
10. Covenants
of Boaz Holdings.
Boaz
Holdings covenants and agrees with the Buyer that:
10.1 Trading.
Boaz
Holdings
shall be
the only entity among each of (i) Boaz Holdings, (ii) Boaz or (iii) any
affiliate or subsidiary of Boaz Holdings or Boaz that shall engage in Coffee
Trading.
10.2 Boaz
Records.
At any
time upon the demand of the Buyer, Boaz shall supply the Buyer, within three
(3)
days of receipt such demand, with copies of cash receipts, evidence of
inventory, receivables and any and all other such certificate, agreement or
similar documentation related to the Coffee Trading of Boaz.
10.3 Boaz
Access.
At any
time upon the demand of the Buyer, Boaz shall provide the Buyer, upon one (1)
days’ notice of same, with access to any facility owned, leased, occupied, or
otherwise engaged by Boaz.
10.4 Sale
of Boaz.
Without
the express written consent of the Buyer, which consent may be withheld for
any
reason, Boaz Holdings shall not sell, liquidate, dissolve, own less than 99.99%
of the issued and outstanding capital stock of, modify the capital structure
of
or distribute any of the assets of Boaz (other than in the ordinary course
of
Boaz’s business).
11. Covenants
of Boaz.
Boaz
covenants and agrees with the Buyer that:
11.1 Trading.
Boaz
shall be the only entity among the Group that shall engage in any Coffee
Trading.
11.2 Boaz
Records.
At any
time upon the demand of the Buyer, Boaz shall supply the Buyer, within three
(3)
days of receipt such demand, with copies of cash receipts, evidence of
inventory, receivables and any and all other such certificate, agreement or
similar documentation related to the Coffee Trading of Boaz.
11.3 Boaz
Access.
At any
time upon the demand of the Buyer, Boaz shall provide the Buyer, upon one (1)
days’ notice of same, with access to any facility owned, leased, occupied, or
otherwise engaged by Boaz in connection with the Coffee Trading of
Boaz.
11.4 Sale
of Boaz.
Without
the express written consent of the Buyer, which consent may be withheld for
any
reason, Boaz shall not liquidate, dissolve, modify its capital structure or
distribute any of its assets (other than in the ordinary course
business).
12. Covenant
of Each Party Relating to Taxes.
The
parties acknowledge and agree that the respective purchase prices of the
Securities set forth in Section 1.3 hereof have been determined by mutual
agreement and are based on their best judgment as to the fair market value
of
each Security. The parties will report, act and file tax returns in all respects
and for all purposes consistent with this Agreement and shall not take any
position (whether in tax returns, audits, or otherwise) that is inconsistent
with this Agreement unless required to do so by applicable law.
13. Miscellaneous.
13.1 Expenses.
Each
party hereto will pay its own expenses in connection with the transactions
contemplated hereby, provided,
however,
that
the Company shall pay one-half of the reasonable legal fees and disbursements
of
counsel to the Buyer.
13.2 Governing
Law.
This
Agreement shall be governed by, and be construed in accordance with, the laws
of
the State of New York applicable
to contracts made and to be performed entirely in such State (without giving
effect to the conflicts of laws provisions thereof).
13.3 Successors
and Assigns.
Except
as otherwise provided herein, the provisions hereof shall inure to the benefit
of and be binding upon the successors, assigns, heirs, executors and
administrators of the parties hereto.
13.4 Entire
Agreement; Waiver; Severability; Amendments.
(a) Entire
Agreement.
This
Agreement, the exhibits hereto and the Documents constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and supersede any and all prior and contemporaneous
agreements, understandings, discussions and correspondence.
(b) Waiver.
The
Buyer’s failure, at any time or times hereafter, to require strict performance
by the Company of any provision of this Agreement shall not waive, affect or
diminish any right of the Buyer thereafter to demand strict compliance and
performance therewith. Any suspension or waiver by the Buyer of a default under
the Agreement or a default under any of the other Documents shall not suspend,
waive or affect any other default under this Agreement or any other default
under any of the other Documents, whether the same is prior or subsequent
thereto and whether of the same or of a different kind or character.
(c) Severability.
In case
any provision of the Agreement shall be invalid, illegal or unenforceable,
the
validity, legality and enforceability of the remaining provisions shall not
in
any way be affected or impaired thereby.
(d) Amendments.
This
Agreement may be amended or modified only with the prior written consent of
Company, Boaz Holdings, Boaz and the Buyer.
13.5 Notices.
All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by registered or certified mail, postage prepaid,
sent by Federal Express or other national overnight delivery service or
otherwise delivered by hand or by messenger, addressed (a) if to the Buyer,
at its address set forth below its name below, or at such other address as
such
Buyer shall have furnished to the Company in writing, (b) if to the Company,
at
its address set forth below its name below, or at such other address as the
Company shall have furnished to the Buyer in writing or (c) if to Boaz, at
its
address set forth below its name below, or at such other address as Boaz shall
have furnished to the Buyer in writing.
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13.6 Legends.
(a) All
certificates for the Stock shall bear a legend substantially similar to the
following:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO
B&D FOOD CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.”
(b) The
certificates evidencing the Stock shall also bear any legend required pursuant
to any state, local, or foreign law governing such securities.
13.7 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
| COMPANY: | ||
| B&D FOOD CORPORATION | ||
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| By: | ||
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Name: |
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| Title: | ||
| BOAZ HOLDINGS: | ||
| BOAZ HOLDINGS INC. | ||
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| By: | ||
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Name: |
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| Title: | ||
| BOAZ: | ||
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BOAZ
INDUSTRIA E COMERCIO
DE
ALIMENTOS LTDA.
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| By: | ||
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Name: |
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| Title: | ||
| BUYER: | ||
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| By: | ||
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EXHIBIT
A
FORM
OF
PROMISSORY NOTE
EXHIBIT
B
FORM
OF
STOCK CERTIFICATE