STOCK PURCHASE AGREEMENT



         This Stock Purchase Agreement ("Agreement") is made and entered into as

of this 19th day of March, 2004, by and among HFL Corporation, a Pennsylvania

corporation ("HFL"), and KOTA Management Company, LLC, a Delaware limited

liability company ("Kota") (HFL and Kota are collectively referred to herein as

"Buyers" and individually as a "Buyer"), and HP Limited Partnership, a

Massachusetts limited partnership ("HP") and Pilgrim Farms Dairy, Inc., a

Massachusetts corporation ("Pilgrim") (HP and Pilgrim are collectively referred

to herein as "Sellers" and individually as a "Seller").



                                   BACKGROUND



                  WHEREAS, HP owns an aggregate of Four Hundred One Thousand Two

         Hundred (401,200) shares (the " HP Shares") of the common stock of

         Uni-Marts Inc. ("Uni-Marts");



                  WHEREAS, Pilgrim owns an aggregate of One Hundred (100) shares

         (the "Pilgrim Shares") of the common stock of Uni-Marts (the Pilgrim

         Shares along with the HP Shares, collectively hereinafter referred to

         as the "Shares").



                  WHEREAS, Green Valley Acquisition Co., LLC ("Green Valley")

         and Uni-Marts have entered into an Agreement and Plan of Merger dated

         January 26, 2004 (the "Merger Agreement"), pursuant to which Uni-Marts

         is to be merged with and into Green Valley (the "Merger");



                  WHEREAS, Sellers have requested to sell the Shares to Buyers

         prior to the Merger, and Buyers are willing to purchase the Shares,

         upon and subject to the terms and conditions hereof; and,



                  WHEREAS, the parties contemplate that the closing of the

         transactions described herein shall be held simultaneously with the

         execution of this Agreement.



         NOW, THEREFORE, in consideration of the foregoing premises and mutual

covenants set forth herein, the parties hereto, intending to be legally bound

hereby, agree as follows:



1. Purchase and Sale.



                  a. Buyers hereby purchase, and Sellers hereby sell, transfer

and assign to Buyers the Shares, free and clear of all liens, claims,

encumbrances, pledges and security interests whatsoever (collectively, "Liens").

Simultaneously with the execution hereof, (i) Buyers shall pay $2.25 per Share,

or Nine Hundred Two Thousand Nine Hundred Twenty-Five ($902,925) Dollars in the

aggregate (the "Purchase Price"), by delivering such amount by wire transfer, in

immediately available U.S. funds, to Buyers' counsel, to be released to Sellers

immediately upon notification from Uni-Marts' transfer agent that Sellers'

documents of transfer have been accepted and new certificates for the Shares are

being issued to Buyers, and (ii) Sellers shall issue to their broker a request

for expedited transfer of the Shares to Buyers in the proportions set forth

below and shall provide to Buyers a copy of the broker's written confirmation

with respect to such transfer. HFL and Kota are purchasing 60% and 40%,

respectively, of the Shares, and paying 60% and 40%, respectively, of the

Purchase Price.



<PAGE>





                  b. The parties hereto are not aware of any stock or other

transfer taxes or charges, including but not limited to sales taxes and document

recording fees (collectively, "Taxes"), to be imposed in connection with the

transfer of the Shares. However, to the extent any Taxes are imposed or incurred

in connection with the transfer of the Shares, all such Taxes shall be paid by

Buyers.



         2. Representations and Warranties of Sellers. Each Seller hereby

represents and warrants to Buyers as follows with respect to itself:



                  a. Ownership. HP owns all of the HP Shares, and Pilgram owns

all of the Pilgram Shares, in each case free and clear of all Liens, and the

delivery to Buyers of such Shares pursuant to the provisions of this Agreement

will transfer to Buyers valid title thereto, free and clear of all Liens. Such

Shares represent all of such Seller's equity interest in Uni-Marts, and neither

such Seller nor any of its affiliates (including, without limitation, any

officer, director, shareholder, general partner or limited partner of such

Seller; any person or entity controlling, controlled by or under common control

with such Seller; or, any spouse or children of any officer, director,

stockholder, general partner and limited partner of such Seller) has any other

issued and outstanding debt or equity securities, or options, warrants or other

security convertible into stock of Uni-Marts.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC