Acquisition Agreement Between Vaughan Foods, Inc. and Braxton Management, Inc. for Allison's Gourmet Kitchens, LP Interests

Summary

Vaughan Foods, Inc. agrees to acquire all limited partnership interests in Allison's Gourmet Kitchens, LP held by Herb Grimes and Stan Gustas, as well as the general partnership interest held by Braxton Management, Inc., for $2.5 million in cash, payable after Vaughan Foods completes its initial public offering. Braxton will be indemnified against liabilities as former general partner, except for those arising from criminal conduct or gross negligence. Herb Grimes will become Chairman and CEO of the new division or subsidiary holding these interests.

EX-10.12 10 c44364_ex10-12.txt EXHIBIT 10.12 VAUGHAN FOODS INC. 216 Northeast 12th Street Moore, Oklahoma 73160 March 22, 2007 Braxton Management, Inc. Mr. Herb Grimes and Mr. Stan Gustas c/o Vaughan Foods, Inc. 216 Northeast 12th Street Moore, Oklahoma 73160 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 Braxton Management, Inc. ("Braxton"). 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"). The Purchase Price will be payable immediately after the closing of the IPO. The Purchase Price will be divided 12 1/2 to Stan and 87 1/2 to Herb. 2. Simultaneously with the transfer of the limited partnership interests, Braxton 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 Braxton from all liability as the former general partner of Allison's other that those liabilities, if any, resulting from Braxton's 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 Mark E. Vaughan and Vernon J. Brandt, Jr. 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, VAUGHAN FOODS, INC. By: /s/ Mark E. Vaughan ------------------- Mark E. Vaughan, President Accepted and agreed to This 22nd day of March, 2007 /s/ Herb Grimes - --------------- Herb Grimes /s/ Stan Gustas - --------------- Stan Gustas Braxton Management, Inc. By: /s/ Herb Grimes ---------------