Exhibit 2
AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This Amendment to Stock Purchase Agreement (this "Amendment") is entered into
effective as of September 29, 2006, by and among Monterey Gourmet Foods, Inc., a
Delaware corporation d/b/a Monterey Pasta (the "Purchaser"), Casual Gourmet
Foods, Inc., a Florida corporation ("Casual"), and the beneficial owners of all
outstanding shares of Casual not owned by the Purchaser (each such owner a
"Seller" and together the "Sellers").
RECITALS
B. The Sellers, Purchaser and Casual entered into a Stock
Purchase Agreement, dated effective as of January 11, 2005 (the "Purchase
Agreement"), pursuant to which Purchaser agreed to purchase all of the
outstanding Shares of Casual.
C. At the First Closing, the Sellers delivered to the Purchaser
5,760,270 Shares of Casual and Purchaser delivered to Sellers the Initial
Payment, pursuant to the Purchase Agreement.
D. At the Second Closing, the Sellers delivered to the Purchaser
960,045 Shares of Casual and Purchaser delivered to Sellers the Second Payment,
pursuant to the Purchase Agreement.
E. Purchaser, Casual and the Sellers desire to amend the Purchase
Agreement, as provided herein, to accelerate the Third Closing and Final Closing
and to set the amount of the Third Payment and Final Payment.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. The foregoing recitals are true and correct and are
incorporated herein by reference.
2. Capitalized Terms. Capitalized terms not otherwise defined in
this Amendment shall have the meaning ascribed to such terms in the Purchase
Agreement.
3. Amendments to Purchase Agreement. The Purchase Agreement is
hereby amended as follows:
a. The Third Closing and Final Closing shall occur
simultaneously upon the execution of this Amendment (the "New Final
Closing"). At the New Final Closing, the conditions to the parties'
purchase obligations set forth in section 5(c) of the Purchase
Agreement shall be applicable.
b. At the New Final Closing, the Escrow Holder shall
deliver to Casual for cancellation any existing certificates for Shares
held by the Escrow Holder and Casual shall distribute and deliver to
Purchaser a new certificate representing such cancelled Shares;
c. The Third Payment and Final Payment shall equal, in
the aggregate, Twenty-Three Thousand and no/100 Dollars ($23,000.00)
(the "New Final Payment"), which amount shall be delivered to the
Stockholders' Representative in cash or by wire transfer at the New
Final Closing, with each Seller receiving a proportionate share of the
New Final Payment calculated by multiplying the New Final Payment by a
fraction, the numerator of which is the number of Shares transferred by
such Seller at the New Final Closing and the denominator of which is
the total number of all Shares transferred by the Sellers at the New
Final Closing.
d. The term "New Final Closing" shall mean the Final
Closing for purposes of interpreting Section 5 of the New Shareholder
Agreement. Therefore, effective as of the New Final Closing, the New
Shareholder Agreement (i.e., the Shareholder Agreement between the
shareholders of Casual dated January 11, 2005) shall, pursuant to its
terms, terminate and be of no further force or effect.
e. Other than the obligations of the parties set forth
in this Amendment, each of the Purchaser, the Sellers, Casual, the
Stockholders' Representative and the Escrow Holder are released from
any further obligations under the Purchase Agreement and/or the New
Shareholder Agreement, which obligations are hereby waived and
released.
4. Counterparts. This Amendment may be executed in multiple
counterparts and by facsimile, each of which shall constitute an original, but
all of which taken together shall constitute one and the same Amendment.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
PURCHASER:
MONTEREY GOURMET FOODS, INC.,
a Delaware corporation
By: /s/ XXXX X. XXXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: CEO
CASUAL:
CASUAL GOURMET FOODS, INC., a Florida
corporation
By: /s/ XXXXXX X. XXXXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
SELLERS:
--------------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxxxx Xxx X. Xxxxx
Date: _____________, 2006 Date: _____________, 2006
--------------------------------- ---------------------------------
W. Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxx
Date: _____________, 2006 Date: _____________, 2006
--------------------------------- ---------------------------------
Xxxxx X. Xxxxxxxxx III Xxxxx Xxxxxxxx, representative of
Date: _____________, 2006 Xxxx X. Xxxxxxxx, deceased
Date: _____________, 2006
--------------------------------- ---------------------------------
Xxxx X. XxXxxxxx, M.D. Xxxxxxx X. Xxxxxx
Date: _____________, 2006 Date: _____________, 2006
Xxxxxx Xxxxxxxxx Family, L.P. Xxxxxx Xxxxxxx Trust, dated
February 18, 1988
By:
-----------------------------
General Partner By:
------------------------------
Date: _____________, 2006 Xxxxxxx X. Xxxxxxx, Trustee
Date: _____________, 2006
--------------------------------- ---------------------------------
Xxxxx Xxxx Xxxx Xxxx
Date: _____________, 2006 Date: _____________, 2006
--------------------------------- ---------------------------------
Xxxxxx XxXxxxxxxx Xxxxxxxx XxXxxxxxxx
Date: _____________, 2006 Date: _____________, 2006
--------------------------------- ---------------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx
Date: _____________, 2006 Date: _____________, 2006
--------------------------------- ---------------------------------
Xxxxxxx X. XxXxxx Xxx XxXxxxxx
Date: _____________, 2006 Date: _____________, 2006
---------------------------------
Xxxx X. Xxxxx
Date: _____________, 2006
