Exhibit (d)(7)
AMENDMENT NO. 1
TO
EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 TO EXCHANGE AGREEMENT, dated as of March 17, 2006
(this "Agreement"), is by and among Saker Holdings Corp., a Delaware corporation
(the "Purchaser"), and each of the signatories hereto (each in his, her or its
individual capacity, a "Stockholder," and, collectively, the "Stockholders").
All capitalized terms not defined herein shall have the same meaning ascribed to
such terms in the Exchange Agreement (defined below).
W I T N E S S E T H:
WHEREAS, the Purchaser and the Stockholders entered into an Exchange
Agreement dated as of March 2, 2006 (the "Exchange Agreement");
WHEREAS, each Stockholder has agreed to exchange that number of shares of
Common Stock, $1.00 par value, of Foodarama Supermarkets, Inc. ("Foodarama") set
forth beside such Stockholder's name on Exhibit "A" to the Exchange Agreement
(the "Exchange Shares") for an equal number of newly issued shares of capital
stock of the Purchaser;
WHEREAS, certain of the Stockholders wish to increase the number of shares
of Common Stock, $1.00 par value, of Foodarama that they have agreed to exchange
for an equal number of newly issued shares of capital stock of the Purchaser;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
Purchaser and each Stockholder hereby agree as follows:
1. Xxxxxx X. Xxxxx agrees to exchange seven thousand (7,000) additional
shares of Common Stock, $1.00 par value, of Foodarama for an equal number
of newly issued shares of capital stock of Purchaser.
2. Xxxxxx Xxxxx Xxxxxxx agrees to exchange six thousand (6,000) additional
shares of Common Stock, $1.00 par value, of Foodarama for an equal number
of newly issued shares of capital stock of Purchaser.
3. The additional shares described in paragraphs 1, 2 and 3 above shall, for
purposes of the Exchange Agreement, be considered Exchange Shares, and all
of rights, privileges, obligations, representations and warranties with
respect to Exchange Shares set forth in the Exchange Agreement shall apply
to such shares as if such additional shares were included on Exhibit A to
the Exchange Agreement on the date of execution and delivery of the
Exchange Agreement. Further, upon the execution and delivery of this
Agreement by the parties hereto, the Purchaser Equity Schedule annexed to
the Exchange Agreement as Exhibit B shall be deemed amended so that the
newly issued shares of capital stock of the Purchaser to be issued to
Xxxxxx X. Xxxxx shall be increased by 7,000 and the newly
issued shares of capital stock of the Purchaser to be issued to Xxxxxx
Xxxxx Xxxxxxx shall be increased by 6,000.
4. The parties confirm each and every representation and warranty made in the
Exchange Agreement as if repeated in this Agreement.
5. The parties hereto confirm that except as otherwise amended hereby, each
and every term and provision of the Exchange Agreement remains in full
force and effect.
6. This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same instrument and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties.
Signature Pages Follow
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PURCHASER
Saker Holdings Corp.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx Xxxxxxx
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Xxxxxx Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxx Xxxxxx
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Xxxxxx Xxxxx Xxxxxx
/s/ Xxxxxxx Xxxxx Xxxxx
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Xxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx Trust f/b/o
Xxxxxxx Xxxxx Xxxxx
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Xxxxxx Xxxxx Family Partnership, L.P.
By: Saker Family Corporation, General Partner
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
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