February 15, 2007Letter Agreement • February 16th, 2007 • Boulder Specialty Brands, Inc. • Blank checks
February 15, 2007Boulder Specialty Brands, Inc. • February 16th, 2007 • Blank checks
As you know, Article VII of the Agreement and Plan of Merger, dated September 25, 2006 (the “Merger Agreement”), sets forth various rights to terminate the Merger Agreement prior to the consummation of the merger upon the occurrence or non-occurrence of certain events. One such event, which would give both GFA Holdings, Inc. (“Holdings”) and Boulder Specialty Brands, Inc. (“Boulder”) the right to terminate the Merger Agreement pursuant to subsection 7.1(d) of the Merger Agreement, is the failure of the parties to consummate the merger by February 16, 2007 (the “Termination Date”). As permitted and contemplated by subsection 7.1(f) of the Merger Agreement, Boulder hereby agrees to, and requests that Holdings and TSG4, L.P. (“TSG4”), as Shareholders’ Representative, execute this letter agreement as confirmation of their agreement to, extend the Termination Date to May 31, 2007, and therefore amend subsection 7.1(d) of the Merger Agreement by substituting “February 16, 2007” with “May 31,
