0001104659-04-022979 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 30, 2004, by and between DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”), and MVC Capital, Inc., a Delaware corporation (the “Purchaser”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 6th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of July 30, 2004 by and between DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”), and MVC CAPITAL, INC., a Delaware corporation (the “Purchaser”).

CONSULTING AGREEMENT
Consulting Agreement • August 6th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products

This CONSULTING AGREEMENT, dated as of July 30, 2004 (this “Agreement”), is between MVC Financial Services, Inc., a Delaware corporation (the “Consultant”), and Dakota Growers Pasta Company, Inc., a North Dakota corporation (the “Company”).

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