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EXHIBIT 2.1
Amendment No. 1 to Stock Purchase Agreement
THIS AMENDMENT (this "Amendment") is dated as of May 30, 1998.
WHEREAS, the persons party hereto, together with the other
shareholders of LFD Holding Corp. (the "Company"), are parties to a Stock
Purchase Agreement dated as of May 12, 1998 (the "Agreement") (capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Agreement);
WHEREAS, the Agreement incorrectly described certain unvested shares
of capital stock held by Xxxx Xxxxxxxx and Xxxx Xxxxxxx (the "Option Stock
Holders") as unvested options;
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements made herein, and of the mutual benefit derived hereby, the parties,
intending to be legally bound, agree as follows:
1. References in the Schedule of Sellers to "Unvested Options" shall be
amended to read "Unvested Common Stock". All shares of Unvested
Common Stock shall constitute "Shares" for purposes of the Agreement.
2. Purchaser and the Option Stock Holders agree that, notwithstanding
anything in the Agreement to the contrary, the purchase price for each
share of Unvested Common Stock shall be $0.01 (i.e., an aggregate
amount of $49.61 for the $4,961 shares of Unvested Common Stock held
by the Option Stock Holders).
3. Except as provided above, the Agreement shall remain in full force and
effect.
4. This Amendment may be executed in one or more counterparts.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
XXXXXXXXX FOODS COMPANY
BY:/s/ Xxxxxx X. Xxxxx
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ITS: PRESIDENT
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
ACKNOWLEDGED AND AGREED TO
KEY EQUITY CAPITAL CORPORATION
BY:/s/ Xxxx X. Xxxxx
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ITS:
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LFD HOLDING CORP.
BY:/s/ Xxxx X. Xxxxx
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ITS:
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