STOCK PURCHASE AGREEMENT ------------------------Stock Purchase 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 1,459,514 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...M Foods Investors LLC • January 2nd, 2001 • Agricultural prod-livestock & animal specialties • Delaware
Exhibit 1 STOCK PURCHASE AND ------------------ UNIT SUBSCRIPTION AGREEMENT ---------------------------Exhibit 1 • 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
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...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.
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...M Foods Investors LLC • January 2nd, 2001 • 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 --------...Option Cancellation Agreement • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • New York
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 • January 2nd, 2001 • M Foods Investors LLC • Agricultural prod-livestock & animal specialties • Delaware
M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), and Protein -------- Acquisition Corp., a Minnesota corporation ("Merger Sub"), have been organized ---------- at the direction of affiliates of Vestar Capital Partners IV, L.P. ("Vestar")...M Foods Investors LLC • January 2nd, 2001 • Agricultural prod-livestock & animal specialties
In order to enable Holdings and Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement, Vestar is pleased to commit to provide or cause an affiliate to provide to Holdings $133,900,405 million of common equity. Such commitment is subject to (i) Vestar determining in its good faith judgment that all conditions to the obligations of Holdings and Merger Sub pursuant to the Merger Agreement and all conditions in the Bank Commitment Letters have been satisfied or have been waived by all
M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), and Protein -------- Acquisition Corp., a Minnesota corporation ("Merger Sub"), have been organized ---------- at the direction of affiliates of Vestar Capital Partners IV, L.P. ("Vestar")...M Foods Investors LLC • January 2nd, 2001 • Agricultural prod-livestock & animal specialties
