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WOODY'S BAR-B-Q HOLDINGS, INC.
0000 Xxxxxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
September 24, 1998
Redneck Foods, Inc.
Attn: Xxxxx X. Xxxxxx
00 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx:
Reference is hereby made to (i) that certain Amended and
Restated Stock Purchase Agreement (the "Purchase Agreement") that
has been negotiated by Redneck Foods, Inc. ("Redneck"), Woody's Bar-
B-Q Holdings, Inc. ("Woody's"), and the shareholders of Woody's
("Sellers"), (ii) that certain letter agreement dated August 20,
1998 (the "August 20 Letter Agreement"), between Redneck and
Woody's, and (iii) that certain letter agreement dated September 10,
1998 (the "September 10 Letter Agreement"). This letter agreement
(this "September 24 Letter Agreement") constitutes a supplement and
amendment to the August 20 Letter Agreement and the September 10
Letter Agreement. Capitalized terms used in this September 24
Letter Agreement shall have the respective meanings ascribed to such
terms in the September 10 Letter Agreement and the August 20 Letter
Agreement or, if such capitalized terms are not defined in the
September 10 Letter Agreement or the August 20 Letter Agreement,
such capitalized terms shall have the respective meanings ascribed
to such terms in the Purchase Agreement.
This will confirm and evidence our agreement with respect
to the following matters:
1. Funding for Woody's Operations. Redneck shall
provide additional funding to Woody's in the amount of $50,000 on or
before 2:00 p.m. Friday, September 25, 1998. In addition, Redneck
shall provide additional funding to Woody's in the amount of $50,000
on or before 2:00 p.m. Friday, October 2, 1998. Such amounts shall
be used for payment of accounts payable of Woody's, as mutually
determined by Redneck and Woody's. In no event shall Woody's be
required to repay such amounts to Redneck. Time is of the essence
of this Agreement.
2. Delivery of Redneck Shares. Xxxxx X. Xxxxxx
("Xx. Xxxxxx") shall transfer to the Sellers 250,000 shares of
common stock of Redneck on September 24, 1998. On September 24,
1998, Xx. Xxxxxx shall deliver a certificate representing at least
250,000 share of common stock of Redneck to Woody's attorneys,
together with executed stock transfer
Redneck Foods, Inc.
September 24, 1998
Page 2
powers transferring 250,000 shares to the Sellers (in proportion to
their ownership of stock of Woody's) and a letter to Redneck's
transfer agent requesting that new stock certificates be issued to
the Sellers representing such shares. Such 250,000 shares shall be
included in the Registrable Shares.
3. Personal Guarantee. If the Closing occurs, the
obligations of Redneck under the Convertible Notes shall be
personally guaranteed by Xx. Xxxxxx and his wife, Xxxxxxx X. Xxxxxx.
Such guaranty shall be secured by a pledge of 1,000,000 shares of
common stock of Redneck owned by Xx. Xxxxxx.
4. Adjustment to Warrant Price. It shall be a
condition to the Sellers' obligation to close that the per share
exercise price described in paragraph 2.(i) of the Warrants shall be
reduced from $2.932163 to $1.71875. Woody's acknowledges that this
provision will require the approval of the Board of Directors of
Redneck.
5. Extension of Closing Deadline. In consideration
of the other agreements set forth herein (and provided that Redneck
and Xx. Xxxxxx comply with the other provisions of this September 24
Letter Agreement and the August 20 Letter Agreement and the
September 10 Letter Agreement (as modified by this September 24
35
Letter Agreement)), the parties hereby agree to extend the Closing
Deadline to 2:00 Eastern Standard Time on October 8, 1998. If
Redneck delivers to Woody's, on or before 2:00 p.m. Eastern Standard
Time on October 8, 1998, a financing commitment in an amount at
least equal to the amount due to the Sellers at Closing, the Closing
Deadline shall be further extended to 2:00 Eastern Standard Time on
October 15, 1998. If the closing of the Purchase Agreement does not
occur on or before the Closing Deadline, as extended pursuant to
this paragraph 5 (other than due to the wrongful refusal of the
Sellers to close), all agreements between Redneck, Woody's and the
Sellers will be terminated, except as set forth in paragraph 5 of
the August 20 Letter Agreement and paragraph 2 of the September 10
Letter Agreement (which shall remain in full force and effect).
Without limiting the foregoing, the management relationship
described in paragraph 3 of the August 20 Letter Agreement shall be
terminated as of 2:00 p.m. Eastern Standard Time on the Closing
Deadline if the closing of the Purchase Agreement has not occurred,
and Redneck and its representatives will promptly vacate the
premises of Woody's and relinquish possession and control of the
assets and operations of Woody's at such time. Time is of the
essence of this Agreement.
6. No Waiver or Modification. The agreement of
Woody's to extend the Closing Deadline shall not be deemed to
establish any course of dealing or waiver of the right of Woody's to
insist upon strict compliance with the terms of this September 24
Letter Agreement and the August 10 Letter Agreement and the
September 10 Letter Agreement (as modified by this September 24
Letter Agreement). The August 10 Letter Agreement and the
September 24 Letter Agreement shall remain in full force and effect,
except as expressly modified by this September 24 Letter Agreement.
7. Attorneys' Fees. The cap on attorneys' fees
payable at Closing shall be increased from $7,500 to $9,000.
Please confirm our agreement with respect to these matters
by signing as indicated below and returning one copy of this letter
to me.
Very truly yours,
WOODY'S BAR-B-Q HOLDINGS, INC.
By: Xxxxx X. Xxxxx, Xx.
Accepted and Agreed this 24th day
of September, 1998
REDNECK FOODS, INC.
By:
Xxxxx X. Xxxxxx, President
_________________________________
Xxxxx X. Xxxxxx, Individually
