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EXHIBIT 2.2
FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT
This First Amendment to the Stock Purchase Agreement ("AMENDMENT") is made
the 15th day of August, 2001, by and among Vita Food Products, Inc., a Nevada
corporation ("VITA") and Xxxxx X. Xxxx ("XXXXX").
RECITALS
A. The parties agreed to modify certain existing terms of the Stock
Purchase Agreement, dated June 29, 2001 ("STOCK PURCHASE AGREEMENT"). Terms not
otherwise defined herein shall have the meanings as set forth in the Stock
Purchase Agreement.
B. Accordingly, the parties desire to amend the Stock Purchase Agreement
pursuant to the terms and conditions of this Amendment.
CLAUSES
In consideration of the preceding, the parties agree as follows:
1. Section 2(b) (i), (ii) and (iii) of the Stock Purchase Agreement is
hereby deleted in its entirety and replaced with the following Section 2(b) (i),
(ii) and (iii):
"2(b) PURCHASE PRICE. Vita shall pay Xxxxx the following purchase price in
cash, or by wire transfer of immediately available funds (the "PURCHASE PRICE"):
(i) At the Closing, Vita shall pay to Xxxxx approximately
$4,843,359.04 (the "CLOSING PAYMENT"). The Closing Payment equals forty
percent (40%) of: Sixteen Million Dollars ($16,000,000), less the aggregate
of certain designated outstanding Virginia Honey liabilities set forth on
the Most Recent Balance Sheet, attached hereto as Exhibit B, which certain
unaudited liabilities total $3,891,602.41, (the "VIRGINIA HONEY DEBT");
plus
(ii) For the period January 1, 2001 through December 31, 2004, Vita
shall pay Xxxxx forty percent (40%) of five (5) times the average annual
earnings of Virginia Honey, before interest, taxes, depreciation and
amortization ("EBITDA"), less Virginia Honey Debt (the "FIRST EARNOUT").
Vita shall pay Xxxxx the First Earnout, or the undisputed portion of the
First Earnout, on or before April 1, 2005; plus
(iii) For the period January 1, 2005 through December 31, 2006, Vita
shall pay Xxxxx twenty percent (20%) of five (5) times the average annual
EBITDA, less Virginia Honey Debt (the "SECOND Earnout"). Vita shall pay
Xxxxx the Second Earnout, or the undisputed portion of the Second Earnout,
on or before April 1, 2007."
2. RATIFICATION. The terms of the Stock Purchase Agreement, as amended
by this Amendment, are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first stated above.
XXXXX X. XXXX VITA FOOD PRODUCTS, INC.
By: By:
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XXXXX X. XXXX Its:
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