FIRST AMENDMENT TO STOCK REDEMPTION AGREEMENT
This First Amendment to Stock Redemption Agreement is dated effective as
of January 10,1996, by and among GARDEN VALLEY NATURALS, INC., formerly known
as S & D FOODS, INC., a California corporation (the "Corporation"), XXXX
XXXXXXXXX ("Xxxxxxxxx"), and XXXXXX XXXXX ("Xxxxx"), with reference to the
following facts:
A. The parties entered into the Stock Redemption Agreement dated
November 15, 1995, pursuant to which the Corporation agreed to redeem from each
of Xxxxxxxxx and Xxxxx 550,000 shares of the common stock of Corporation (the
"Agreement").
X. Xxxxxxxxx and Xxxxx subsequently each transferred to Xxxxxx Company
("Xxxxxx") 22,500 shares of the common stock of the Corporation, which shall
be immediately redeemed by the Corporation.
C. The parties desire to amend the Agreement to decrease the number of
shares to be redeemed by the Corporation under the Agreement by the 45,000
shares transferred to Xxxxxx.
NOW, THEREFORE, the parties agree as follows:
1. Section 1 of the Agreement shall be amended to read as follows:
1. PURCHASE AND SALE. Upon the execution and delivery of the
First Amendment to the Agreement, Xxxxxxxxx and Xxxxx each shall sell
to the Corporation, and the Corporation shall purchase from each of
Xxxxxxxxx and Xxxxx 137,500 shares of the common stock of the
Corporation for the purchase price indicated in Section 2.a, and
immediately thereafter, the Corporation shall purchase from each of
Xxxxxxxxx and Xxxxx 390,000 shares of the common stock of the
Corporation for the purchase price indicated in Section 2.b
(collectively, the "Shares"). Xxxxxxxxx and Xxxxx shall deliver to the
Corporation certificates representing the Shares, duly endorsed to the
Corporation or accompanied by stock assignments, executed by Xxxxxxxxx
and Xxxxx, respectively.
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2. The introductory paragraph of Section 2 and Section 2.a shall be
amended to read as follows:
2. PURCHASE PRICE AND PAYMENT. The purchase price of the Shares
shall be Two Million One Hundred Ten Thousand Dollars ($2,110,000),
payable as follows:
a. the Corporation shall pay to each of Xxxxxxxxx and Xxxxx
$275,000 by check upon the execution and delivery of the First
Amendment to this Agreement.
3. Except as amended hereby, the Agreement shall remain in full force
and effect.
This Amendment is entered into as of the date first written above.
GARDEN VALLEY NATURALS, INC.,
a California corporation
By: /s/ Xxxxx Xxxx
--------------------------------
Xxxxx Xxxx, President
By: /s/ Xxxx Xxxxxxxxx
--------------------------------
XXXX XXXXXXXXX
By: /s/ Xxxxxx Xxxxx
-------------------------------
XXXXXX XXXXX
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PROMISSORY NOTE
$780,000 Burlingame, CA January 10, 1996
FOR VALUE RECEIVED, the undersigned, GARDEN VALLEY NATURALS, INC.,
formerly known as S & D FOODS, INC., a California corporation ("Maker"),
promises to pay to XXXX XXXXXXXXX ("Payee"), or order, at 0000 Xxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000, or at such other place as Payee may from time to
time designate by written notice to Maker, the principal sum of Seven Hundred
Eighty Thousand Dollars ($780,000), without interest charged thereon.
The principal under this Note shall be due and payable on the earlier of
(i) two years after the date hereof or (ii) the closing of any initial public
offering of Maker's securities. This Note may be prepaid, at any time, in
whole or in part, without penalty.
Maker hereby waives presentment, demand for payment, notice of dishonor
and any and all other notices and demands in connection with the delivery,
acceptance, performance, default, or enforcement of this note, and hereby
consents to any and all extensions of time, renewals, releases of liens,
waivers, or modifications that may be made or granted by Payee to Maker.
In regard to any payment of any portion of the principal amount of this
Note that does not comply with Section 500 of the California Corporations
Code, Payee agrees to subordinate that amount to the then-existing creditors
as of the date when due until such time as the payment of that portion of the
principal amount would comply with Section 500, without regard to compliance
as of the date of the issuance of this Note.
Maker agrees to pay all costs of collection hereof, including reasonable
attorneys' fees. The interpretation and enforcement of this Note shall be
governed by California law.
This Note is issued pursuant to the Stock Redemption Agreement dated
November 15, 1995, among Maker, Payee, and Xxxxx Xxxxx.
GARDEN VALLEY NATURALS, INC.,
a California corporation
By: /s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx, President
"Maker"
Payment of this Note is subordinated to the payment of all
obligations of the maker hereof to Xxxxx Fargo Bank, National Association
pursuant to the terms of a Subordination Agreement dated as of
February 19, 1997, as the same may be amended or modified from time to
time by the parties thereto, and any substitutions therefor.
PROMISSORY NOTE
$780,000 Burlingame, CA January 10, 1996
FOR VALUE RECEIVED, the undersigned, GARDEN VALLEY NATURALS, INC.,
formerly known as S & D FOODS, INC., a California corporation ("Maker"),
promises to pay to XXXXX XXXXX ("Payee"), or order, at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000, or at such other place as Payee may from time to time
designate by written notice to Maker, the principal sum of Seven Hundred
Eighty Thousand Dollars ($780,000), without interest charged thereon.
The principal under this Note shall be due and payable on the earlier of
(i) two years after the date hereof or (ii) the closing of any initial public
offering of Maker's securities. This Note may be prepaid, at any time, in
whole or in part, without penalty.
Maker hereby waives presentment, demand for payment, notice of dishonor
and any and all other notices and demands in connection with the delivery,
acceptance, performance, default, or enforcement of this note, and hereby
consents to any and all extensions of time, renewals, releases of liens,
waivers, or modifications that may be made or granted by Payee to Maker.
In regard to any payment of any portion of the principal amount of this
Note that does not comply with Section 500 of the California Corporations
Code, Payee agrees to subordinate that amount to the then-existing creditors
as of the date when due until such time as the payment of that portion of the
principal amount would comply with Section 500, without regard to compliance
as of the date of the issuance of this Note.
Maker agrees to pay all costs of collection hereof, including reasonable
attorneys' fees. The interpretation and enforcement of this Note shall be
governed by California law.
This Note is issued pursuant to the Stock Redemption Agreement dated
November 15, 1995, among Maker, Payee, and Xxxx Xxxxxxxxx.
GARDEN VALLEY NATURALS, INC.,
a California corporation
By: /s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx, President
"Maker"
Payment of this Note is subordinated to the payment of all
obligations of the maker hereof to Xxxxx Fargo Bank, National Association
pursuant to the terms of a Subordination Agreement dated as of
February 19, 1997, as the same may be amended or modified from time to
time by the parties thereto, and any substitutions therefor.
FIRST AMENDMENT TO STOCK REDEMPTION AGREEMENT
This First Amendment to Stock Redemption Agreement is dated effective as
of January 10, 1996, by and among GARDEN VALLEY NATURALS, INC., formerly
known as S & D FOODS, INC., a California corporation (the "Corporation"),
XXXX XXXXXXXXX ("Xxxxxxxxx"), and XXXXXX XXXXX ("Xxxxx"), with reference to
the following facts:
A. The parties entered into the Stock Redemption Agreement dated
November 15, 1995, pursuant to which the Corporation agreed to redeem from
each of Xxxxxxxxx and Xxxxx 550,000 shares of the common stock of Corporation
(the "Agreement").
X. Xxxxxxxxx and Xxxxx subsequently each transferred to Xxxxxx Company
("Xxxxxx") 22,500 shares of the common stock of the Corporation, which shall
be immediately redeemed by the Corporation.
C. The parties desire to amend the Agreement to decrease the number of
shares to be redeemed by the Corporation under the Agreement by the 45,000
shares transferred to Xxxxxx.
NOW, THEREFORE, the parties agree as follows:
1. Section 1 of the Agreement shall be amended to read as follows:
1. PURCHASE AND SALE. Upon the execution and delivery of the
First Amendment to the Agreement, Xxxxxxxxx and Xxxxx each
shall sell to the Corporation, and the Corporation shall
purchase from each of Xxxxxxxxx and Xxxxx 137,500 shares of
the common stock of the Corporation for the purchase price
indicated in Section 2.a, and immediately thereafter, the
Corporation shall purchase from each of Xxxxxxxxx and Xxxxx
390,000 shares of the common stock of the Corporation for the
purchase price indicated in Section 2.b (collectively, the
"Shares"). Xxxxxxxxx and Xxxxx shall deliver to the
Corporation certificates representing the Shares, duly endorsed
to the Corporation or accompanied by stock assignments,
executed by Xxxxxxxxx and Xxxxx, respectively.
1
2. The introductory paragraph of Section 2 and Section 2.a shall be
amended to read as follows:
2. PURCHASE PRICE AND PAYMENT. The purchase price of the
Shares shall be Two Million One Hundred Ten Thousand Dollars
($2,110,000), payable as follows:
a. the Corporation shall pay to each of Xxxxxxxxx and
Xxxxx $275,000 by check upon the execution and delivery of the
First Amendment to this Agreement.
3. Except as amended hereby, the Agreement shall remain in full force
and effect.
This Amendment is entered into as of the date first written above.
GARDEN VALLEY NATURALS, INC.,
a California corporation
By: /s/ Xxxxx Xxxx
---------------------------------
Xxxxx Xxxx, President
/s/ Xxxx Xxxxxxxxx
------------------------------------
XXXX XXXXXXXXX
/s/ Xxxxxx Xxxxx
------------------------------------
XXXXXX XXXXX
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