Sample Business Contracts

Stock Purchase Agreement - Quality Dining Inc. and Ken Wagnon

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THIS AGREEMENT dated as of the 31st day of December, 2000, by and between
QUALITY DINING, INC., (hereinafter referred to as  "Purchaser") and Ken Wagnon
(hereinafter referred to as "Seller"). Statement of Facts

A. Seller  is the holder of Fifty thousand ninety two (50,092) shares  of
the capital stock of Seller (the "Shares").

B. Purchase desires to purchase the Shares from Seller and Seller desires
to sell the Shares to Purchaser under the terms and conditions set forth

NOW, THEREFORE, in consideration of the mutual promises, the parties agree and
stipulate as follows:

1. Purchase and Sale. Purchaser shall purchase the Shares from Seller and Seller
shall sell the Shares to Purchaser for the price and upon the other terms set
forth herein.

2. Purchase Price. Seller shall pay as total consideration for the Shares an
amount equal to the greater of $2.75 per share or the product of (a) the number
of Shares; and (b) the midpoint between $2.59 and the average closing price of
Seller's stock as reported by NASDAQ on the ten consecutive trading days up to
and including the trading day immediately preceding the Closing Date.

3. Closing. Closing shall occur on the 31st day of December, 2001 (the "Closing
Date"), at the offices of Quality Dining, Inc., 4220 Edison Lakes Parkway,
Mishawaka, Indiana, 46545, or at such other time and place mutually agreed upon
by the parties.

4. Certificates and Payment of Shares. Seller shall deliver to Purchaser, on the
Closing Date, certificate(s), duly executed and endorsed by Seller, for transfer
to Purchaser. On the Closing Date, Purchaser shall wire to Seller the Purchase
Price as defined in Paragraph 2 hereof to the account address specified in
writing by Seller prior thereto.

5. Legend. Seller agrees to cause the certificates representing the Shares to be
imprinted with the following Legend contemporaneously with the execution of this
Agreement or as soon thereafter as practicable:

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In furtherance of this provision, Seller authorizes Purchaser to take whatever
actions Purchaser deems necessary or appropriate to effectuate the imprinting of
the foregoing legend on the certificate(s) representing the Shares including,
but not limited to, instructing Purchaser's transfer agent to imprint such
legend on such certificate(s) without any further direction from Seller.

6. Voting Rights. From the date of this Agreement through and including the
Closing Date, at each meeting of stockholders of Purchaser, Seller shall vote
all Shares held by the Seller (a) for the nominees recommended by the
Purchaser's Board of Directors; (b) on all proposals of any other stockholder of
Purchaser, in accordance with the recommendation of the Purchaser's Board of
Directors; and (c) on all other matters, as the Seller determines in its sole

7. Seller represents and warrants as follows: (a) that it is the sole record and
beneficial owner of the Shares, has good and marketable title thereto, free and
clear of all liens, mortgages, pledges, encumbrances, agreements, options,
claims, security interests or restrictions of any kind or nature whatsoever; (b)
that Seller has been advised about, and has been provided access to, all
information regarding the affairs of Quality Dining, Inc., that it has deemed
necessary to make an informed decision with respect to the sale of the Shares;
(c) that Seller has had the unrestricted opportunity to ask questions and
receive answers concerning the business and prospects of Quality Dining, Inc.,
and to obtain any additional information that Quality Dining, Inc. possesses or
can acquire without unreasonable effort or expense; (d) that Seller understands
and agrees that Quality Dining, Inc. may from time to time purchase additional
shares of Quality Dining, Inc. common stock from other shareholders at a greater
price or premium per share than that being paid to Seller.

8. Further Assurances. Purchaser and Seller shall execute and deliver any
further documents of whatsoever nature which may be reasonably necessary to
effectuate and consummate the transaction set forth in this Agreement.

9. Applicable Law. This Agreement shall be subject to and governed by the laws
of the State of Indiana.

10. Binding Effect. This Agreement shall bind the parties hereto, their legal
representatives, their successors and assigns.

11. Counterparts and Facsimiles. This Agreement may be executed by facsimile
signature and/or in multiple counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same document.

12. Entire Agreement. This Agreement constitutes the entire Agreement among the
parties with respect to the subject matter hereof and supersedes all other prior
and contemporaneous agreements or representations and understandings.

13. Modification. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties.

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14. Waiver. No waiver of any of the provisions of this Agreement shall be
deemed, or will constitute, a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the day and year first above written.

"Purchaser"                                "Seller"

QUALITY DINING, INC.                        KEN WAGNON

By: ____________________               By: ______________________

John C. Firth                              Ken Wagnon
Executive Vice President and
  General Counsel

Allan P. Hillman
Fax No.(410) 332-8542(410) 951-6026

February 28, 2001

VIA FACSIMILE 219-243-4377

John Firth, Esquire
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, IN 46545

Re:D&K v. Bruegger's

Dear John:

QDI and Messrs. Ken Wagnon, Dan Carney and D&K Foods (the "Stockholders") have
agreed on an amendment to the Stock Purchase Agreements. The effective date is
now February 28, 2001. The closing date of December 31, 2001 is unchanged. The
Stockholders will furnish their stock certificates to QDI promptly. Please
execute this letter below to signify QDI's agreement.

Thanks very much.

Yours very truly,

Allan P. Hillman

cc:William C. Edgar, Esquire (via facsimile)
Steven K. Fedder, Esquire (via facsimile)
Ms. Sharol Rasberry (via facsimile)
W. Michael Garner, Esquire (via facsimile)


By: _____________________________________