Limited Partnership Interest Transfer Agreement between Vaughan Foods, Inc., Mark E. Vaughan, and Vernon J. Brandt, Jr. regarding Allison's Gourmet Kitchens, LP

Contract Categories: Business Finance › Purchase Agreements
Summary

Vaughan Foods, Inc. has agreed with Mark E. Vaughan and Vernon J. Brandt, Jr. that they will transfer their combined 60% ownership interest in Allison's Gourmet Kitchens, LP to Vaughan Foods, Inc. for $1.00. This transfer will only occur if Vaughan Foods, Inc. completes a public offering of at least $20 million, underwritten by Paulson Investment Company, by December 31, 2006. The transfer will take place at the same time as the closing of the public offering.

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EX-10.1 16 c44364_ex10-1.txt Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 June 12, 2006 Mark E. Vaughan Vernon J. Brandt, Jr. Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 Re: Ownership of Allison's Gourmet Kitchens, LP Gentlemen: This letter sets forth the agreement between Vaughan Foods, Inc., and Mark E. Vaughan and Vernon J. Brandt, Jr., who own the following limited partnership interests in Allison's Gourmet Kitchens, LP, an Oklahoma limited partnership: 48% Mark E. Vaughan 12% Vernon J. Brandt, Jr. Each individual agrees to transfer all of such interest in Allison's Gourmet Kitchens, LP to Vaughan Foods, Inc. for the purchase price of $1.00, subject to the condition that the public offering for an amount of at least $20 million underwritten by Paulson Investment Co. as outlined in the Letter of Intent dated May 8, 2006 between Paulson Investment Company, Inc. and Vaughan Foods Inc. be completed by December 31, 2006. The transfer will be made simultaneously with the closing of the public offering. Please confirm your agreement by signing below and returning a copy to Vaughan Foods, Inc. at your early convenience. Very truly yours, Vaughan Foods, Inc. By: /s/ Mark E. Vaughan ------------------- Mark E. Vaughan Its: President Accepted and agreed: /s/ Vernon J. Brandt, Jr. - ---------------------------- Vernon J. Brandt, Jr., an individual /s/ Mark E. Vaughan - ---------------------------- Mark E. Vaughan, an individual cc: Stan Gustas