Exhibit 10(cc)
AMENDMENT (this "Amendment"), dated as of August 7, 1998, to the Stock
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Purchase Agreement (the "Stock Purchase Agreement") dated as of August 12, 1997,
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as previously amended, by and between NutraMax Products, Inc., a Delaware
corporation (the "Company"), and Cape Xxx Investors, L.L.C., a Delaware limited
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liability company (the "Purchaser"). All capitalized terms used in this
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Amendment and not otherwise defined herein shall have the meanings set forth in
the Stock Purchase Agreement.
1. The first sentence of Section 5.6(b) of the Stock Purchase
Agreement is hereby amended to read in its entirety as follows: "Each of the
Stockholders hereby jointly and severally covenants and agrees that from and
after the date hereof none of the Stockholders or their Affiliates will, without
the prior written consent of the Company specifically expressed in a vote
adopted after the Closing by the Board, directly or indirectly, purchase or
cause to be purchased or otherwise acquire (other than pursuant to a stock
split, stock dividend or similar transaction) or agree to acquire, or become or
agree to become the beneficial owner of, any additional Stock, except that the
Stockholders and their Affiliates may purchase shares of Common Stock (A)
pursuant to Section 2.2 of the Agreement between the Company and Purchaser,
dated as of October 14, 1997 (the "October Agreement"), (B) upon exercise of
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some or all of the warrants granted pursuant to the October Agreement (the
"Warrants"), (C) from time to time, in the open market or in privately
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negotiated transactions, up to an aggregate of 245,000 shares of Common Stock,
and (D) from time to time, in the open market or in privately negotiated
transactions, up to an aggregate number of shares of Common Stock which, when
added to the Shares of Common Stock then owned by the Stockholders and their
Affiliates, would result in the Stockholders owning no more than the highest
percentage of voting securities of the Company held by the Stockholders and
their Affiliates immediately following any purchase permitted by clauses (A),
(B) or (C) above.
2. Notwithstanding anything in the Stock Purchase Agreement to the
contrary, any member of the Advisory Board of Chilmark who acquired shares of
Common Stock from Purchaser on September 18, 1997 in accordance with the Stock
Purchase Agreement may, from time to time, in the open market or privately
negotiated transactions, purchase up to an aggregate number of shares of Common
Stock equal to 50% of the number of shares so acquired from Chilmark.
3. Except as expressly provided herein, the Stock Purchase 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/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
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