0000912057-01-509172 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 17th, 2001 • Hawaiian Natural Water Co Inc • Wholesale-groceries & related products • Hawaii

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2000 (the "Agreement"), by and among AMCON Distributing Company, Delaware corporation ("AMCON"), Andrew Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMCON ("Merger Sub") and Hawaiian Natural Water Company, Inc., a Hawaii corporation ("HNWC").

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HAWAIIAN NATURAL WATER COMPANY, INC. ALOHA WATER COMPANY, INC. RESCISSION AGREEMENT
Rescission Agreement • April 17th, 2001 • Hawaiian Natural Water Co Inc • Wholesale-groceries & related products • Hawaii

THIS RESCISSION AGREEMENT (this "Agreement") is made and entered into as of December 21, 2000 by and among Hawaiian Natural Water Company, Inc., a Hawaii corporation ("HNWC"), Aloha Water Company, Inc., a Hawaii corporation ("Aloha"), and Daniel Gabriel, Patricia Gabriel and David Smith, the former shareholders (the "Aloha Shareholders") of the predecessor of Aloha ("Old Aloha"), with respect to the following:

STOCKHOLDER AGREEMENT
Stockholder Agreement • April 17th, 2001 • Hawaiian Natural Water Co Inc • Wholesale-groceries & related products • Delaware

STOCKHOLDER AGREEMENT (this "Agreement") dated as of September 29, 2000 among AMCON Distributing Company, a Delaware corporation ("AMCON"), Andrew Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMCON ("Merger Sub"), and the stockholders of Hawaiian Natural Water Company, Inc., a Hawaii corporation (the "Company"), named on Schedule I hereto (individually, a "Stockholder" and collectively, the "Stockholders").

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