Exhibit 2.4
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AMENDMENT NO. 1 (this "Amendment"), dated September 9, 1997, to the
Stock Purchase Agreement (the "Agreement") dated as of August 12, 1997 by and
between NutraMax Products, Inc., a Delaware corporation (the "Company"), and
Cape Xxx Investors, L.L.C., a Delaware limited liability company (the
"Purchaser"). All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings set forth in the Agreement.
1. The first sentence of Section 1.1 of the Agreement is hereby
deleted in its entirety and replaced with the following sentence: "Upon the
terms and subject to the conditions set forth in this Agreement, the Company
agrees to issue, sell and deliver to the Purchaser, and the Purchaser agrees to
purchase from the Company, 846,154 Shares."
2. Section 5.6(b) of the Agreement is hereby amended by (a) inserting
a comma after the word "thereof" at the end of clause (iv), (b) deleting the
word "or" immediately preceding clause (v), (c) inserting after the word
"otherwise" at the end of clause (v) the following: "or (vi) to one or more
members of the Advisory Board of Chilmark in an aggregate amount of up to 40,000
Shares and subject to Section 9.3(d) hereof" and (d) inserting after the word
"investor" in the proviso the following: "referred to in clause (v) or (vi)
hereof."
3. Section 9.3(d) of the Agreement is hereby amended by inserting
after the word "Shares" at the end of the second sentence thereof the following:
"; and provided further that in the event the Purchaser shall transfer Shares to
one or more members of the Advisory Board of Chilmark in accordance with Section
5.6(b)(vi), such member or members shall succeed to the rights and obligations
of the Purchaser with respect to such Shares contained in Section 5.6 and
Article VI hereof, other than Section 6.2 hereof. No transfer of Shares to any
member of the Advisory Board of Chilmark pursuant to the second proviso of the
preceding sentence shall be effective unless and until such member (i) agrees in
writing to be bound by all of the terms of and to perform all of the obligations
of the Purchaser with respect to such Shares contained in Section 5.6 and
Article VI hereof, other than Section 6.2 hereof, and (ii) makes a
representation as to such member to the same effects set forth for the Purchaser
in Section 3.6 hereof or otherwise provides written evidence, reasonably
satisfactory to the Company, that such transfer may be effected in compliance
with the federal securities laws and applicable state securities laws."
4. Except as expressly provided herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Amendment as of the date first above written.
NUTRAMAX PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President/CEO
CAPE XXX INVESTORS, L.L.C.
By: Chilmark Fund II, L.P.,
its Managing Member
By: Chilmark II, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
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