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EXHIBIT 10.7
▇▇▇▇ CAPITAL FUND VI, L.P.
Two ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
May 1, 2000
Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, CEO
Odwalla, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ Partners III, L.P.
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Working Capital Adjustment Agreement dated as of May 1, 2000
Dear Gentlemen:
I refer to the: (i) Working Capital Adjustment agreement (the
"Working Capital Agreement"), entered into as of May 1, 2000, by and among,
Odwalla, Inc. ("Odwalla"), Fresh Samantha, Inc. ("Fresh Samantha") and certain
individuals and entities set forth therein; and (ii) the Shareholders Rights
Agreement (the "Rights Agreement") to be entered into on May 2, 2000, by and
among Odwalla, Samantha Investors, LLC and certain other individuals and
entities set forth on Schedule 1 attached thereto. Capitalized words used herein
without definition are as defined in the Rights Agreement.
Pursuant to Section 4.1(b)(i) of the Rights Agreement, to the
extent additional "independent directors" are required to serve on Odwalla's
Board of Directors to fulfill the rules and regulations promulgated by the NASD
and for so long as the ▇▇▇▇ Shareholders and their Permitted Transferees hold at
least twenty percent (20%) of the issued and outstanding Common Stock of
Odwalla, the Odwalla Board of Directors shall nominate one independent member of
Odwalla's Board of Directors as designated by the ▇▇▇▇ Shareholders.
Notwithstanding the foregoing, in consideration of the settlement of the working
capital dispute as reflected in the Working Capital Agreement, as long as
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▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ Partners III, L.P. ("▇▇▇▇▇▇▇▇▇") holds at least five percent
(5%) of the issued and outstanding Common Stock of Odwalla, the ▇▇▇▇
Shareholders hereby agree that commencing as of the effective time of the Merger
and for so long as the ▇▇▇▇ Shareholders have the right to designate an
independent director for nomination to Odwalla's Board of Directors pursuant to
Section 4.1(b)(i) of the Rights Agreement, the ▇▇▇▇ Shareholders will, prior to
nominating such director, provide written notice of the proposed nominee to
▇▇▇▇▇▇▇▇▇, and shall only designate such person for nomination with ▇▇▇▇▇▇▇▇▇'▇
approval in the manner set forth below, which approval shall not be unreasonably
withheld. The Company, ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇ Shareholders agree and understand
the aforementioned right of ▇▇▇▇▇▇▇▇▇ to approve such proposed designee(s) shall
not apply to an individual already serving on Odwalla's Board.
After the date hereof, if ▇▇▇▇▇▇▇▇▇'▇ approval shall be required
prior to designating a person to serve on Odwalla's Board of Directors pursuant
to Section 4.1(b)(i) of the Rights Agreement, ▇▇▇▇▇▇▇▇▇ shall be deemed to have
approved such person unless, within six (6) business days of the giving of
written notice to ▇▇▇▇▇▇▇▇▇ as provided in the previous paragraph, it shall have
given the ▇▇▇▇ Shareholders written notice that it does not approve of such
person, which notice shall include the reasons for such disapproval . The giving
of all notices hereunder shall be governed by the provisions set forth in
Section 6.9 of the Rights Agreement.
If ▇▇▇▇▇▇▇▇▇ shall have given the ▇▇▇▇ Shareholders notice that
it does not approve a designee for nomination to the Odwalla Board of Directors
as provided in the previous paragraph, (i) the ▇▇▇▇ Shareholders shall have the
right to propose additional designee(s) and (ii) Odwalla shall not take any
action, or suffer any action to be taken, to elect as an additional director any
person not designated by the ▇▇▇▇ Shareholders, unless, based upon a written
opinion of counsel, which counsel is reasonably acceptable to the ▇▇▇▇
Shareholders, Odwalla determines that the failure to elect an additional
"independent director" would be reasonably likely to result in Odwalla's common
stock being delisted from the NASDAQ National Market within 30 calendar days.
The Company hereby agrees that it shall take all actions (including, without
limitation, actions to satisfy the rules and regulations promulgated by the
NASD) to prevent such delisting without electing an additional "independent
director" not designated by the ▇▇▇▇ Shareholders.
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If the foregoing correctly sets forth our understanding and
agreement, please so indicate by signing a copy of this Letter Agreement in the
space provided below.
Very truly yours,
▇▇▇▇ CAPITAL FUND IV, L.P.
By:
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Name:
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Title:
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ACKNOWLEDGED AND AGREED:
ODWALLA, INC.
By:
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Name:
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Title:
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▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ PARTNERS III, L.P.
By:
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Name:
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Title:
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