0001193125-05-248451 Sample Contracts

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement • December 23rd, 2005 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California

• Contract Type
  Stock Purchase Agreement
• Filed
  December 23rd, 2005
• Company
  Levine Leichtman Capital Partners Ii Lp
• Industry
  Canned, frozen & preservd fruit, veg & food specialties
• Jurisdiction
  California

This Stock Purchase Agreement (this “Agreement”) is made and effective as of December 22, 2005 by and among Levine Leichtman Capital Partners II, L.P., a California limited partnership (“Seller”), Overhill Farms, Inc., a Nevada corporation (the “Company”), and the Purchasers identified in the signature pages attached hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

THIRD AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Investor Rights Agreement • December 23rd, 2005 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • Nevada

• Contract Type
  Investor Rights Agreement
• Filed
  December 23rd, 2005
• Company
  Levine Leichtman Capital Partners Ii Lp
• Industry
  Canned, frozen & preservd fruit, veg & food specialties
• Jurisdiction
  Nevada

THIS THIRD AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2005 (this “Amendment”), is made by and among OVERHILL FARMS, INC., a Nevada corporation (the “Company”), JAMES RUDIS, an individual (“Rudis” or the “Principal Shareholder”), and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“LLCP”).