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Exhibit 2.1
EXECUTION COPY
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION, dated as
of August 28, 2000 (the "Amendment"), by and among
- VERMONT PURE HOLDINGS, LTD., a publicly traded Delaware corporation
("Holdings"),
- VP MERGER PARENT, INC., a Delaware corporation with no outstanding
capital stock ("Parent"),
- VP ACQUISITION CORP., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"),
- CRYSTAL ROCK SPRING WATER COMPANY, a Connecticut corporation (the
"Company"), and
- HENRY E. BAKER, JOHN B. BAKER, PETER K. BAKER and the other
stockholders of the Company listed on EXHIBIT D to the Merger
Agreement (as defined hereinafter), being all of the stockholders of
the Company (the "Stockholders").
RECITALS
The parties listed and referred to above have entered into an Agreement and
Plan of Merger and Contribution dated as of May 5, 2000 (the "Merger Agreement")
and now wish to amend the Merger Agreement as set forth below. Capitalized terms
used in this Amendment and not otherwise defined shall have the meanings
ascribed to them in the Merger Agreement.
To effect these amendments, Holdings, Parent, Merger Sub, the Company and
the Stockholders hereby agree as follows:
I. Article 8 of the Merger Agreement is hereby amended by inserting
after Section 8.2.11 thereof the following new Section 8.2.12, and by
designating the existing Section 8.2.12 as Section 8.2.13:
8.2.12. DELIVERY OF REGISTRATION RIGHTS AGREEMENT. The obligations of
the CRI Parties shall be subject to the condition that VP Merger Parent
shall have executed and delivered a registration rights agreement
substantially in the form of Exhibit O hereto.
II. Article 10 of the Merger Agreement is hereby amended by
deleting the words "August 31, 2000" from Section 10.1(e) and by inserting in
place thereof the words "October 20, 2000". As so amended, Section 10.1(e) shall
read in its entirety as follows:
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(e) by any party hereto if the Merger shall not have been
consummated by October 20, 2000, provided that the right to terminate
this Agreement under this Section 10.1(e) shall not be available to
any party whose failure to fulfill any material obligation under this
Agreement has been the cause of, or resulted in, the failure of the
Effective Time to occur on or before such date.
III. The parties hereby ratify and confirm the Merger Agreement in
all other respects. Except as expressly modified hereby, the Merger Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as an agreement under seal as of the date first above written.
VERMONT PURE HOLDINGS, LTD.
By: /s/ Bruce MacDonald
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Bruce MacDonald
Title: Chief Financial Officer
VP MERGER PARENT, INC.
By: /s/ Bruce MacDonald
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Bruce MacDonald
Title: Chief Financial Officer
VP ACQUISITION CORP.
By: /s/ Bruce MacDonald
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Bruce MacDonald
Title: Chief Financial Officer
CRYSTAL ROCK SPRING WATER COMPANY
By: /s/ Peter K. Baker
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Peter K. Baker
Title: Co-President
/s/ Henry E. Baker
--------------------------------
HENRY E. BAKER
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/s/ Joan A. Baker
--------------------------------
JOAN A. BAKER
/s/ Peter K. Baker
--------------------------------
PETER K. BAKER
/s/ John B. Baker
--------------------------------
JOHN B. BAKER
/s/ Ross Rapaport
--------------------------------
PETER K. BAKER LIFE INSURANCE
TRUST, ROSS RAPAPORT, TRUSTEE
(AND NOT INDIVIDUALLY)
/s/ Ross Rapaport
--------------------------------
JOHN B. BAKER LIFE INSURANCE
TRUST, ROSS RAPAPORT, TRUSTEE
(AND NOT INDIVIDUALLY)
/s/ Ross Rapaport
--------------------------------
ROSS RAPAPORT, TRUSTEE U/T/A
DATED 12/16/91 F/B/O JOAN BAKER
ET AL. (AND NOT INDIVIDUALLY)
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LIST OF EXHIBITS
Exhibit O Form of Registration Rights Agreement
