Standard Contracts
STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
1. Pursuant to the terms of the Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement") among M-Foods Holdings, Inc., a ---------------- Delaware corporation ("Holdings"), Protein Acquisition Corp., a Minnesota --------...Merger Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • New York
2. You hereby acknowledge that you are the record and beneficial owner of 1,459,514 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") (your owned shares of Common Stock (as such owned ------------ shares may be...Merger Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
2. You hereby acknowledge that you are the record and beneficial owner of 1,588,489 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") (your owned shares of Common Stock (as such owned ------------ shares may be...Merger Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
1. Pursuant to the terms of the Agreement and Plan of Merger dated as of the date hereof (as amended from time to time, the "Merger Agreement") ---------------- among M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), Protein --------...Merger Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
K&E Draft -- 12/21/2000] SECURITYHOLDERS AGREEMENT Dated _________ __, 2001Securityholders Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
WHEREAS, the Company has entered into an Agreement and Plan of Merger with Holdings and M-Foods Acquisition Corp., a Minnesota corporation, and a wholly owned subsidiary of Holdings ("Merger Sub"), dated as of December 21, ---------- 2000, as amended...Management Stock Purchase and Unit Subscription Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
EXHIBIT 1 --------- SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for...Schedule 13d Joint Filing Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Exhibit 1 STOCK PURCHASE AND ------------------ UNIT SUBSCRIPTION AGREEMENT ---------------------------Stock Purchase and Unit Subscription Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
