ex2-1.htm


    Exhibit
2.1


    AMENDMENT
NO. 1 TO

    ASSET
PURCHASE AGREEMENT

    


    THIS AMENDMENT NO. 1 TO THE ASSET
PURCHASE AGREEMENT (this “Amendment”), dated as
of June 4, 2010, is made by and among United Natural Foods, Inc., a corporation
existing under the laws of the State of Delaware (the "Purchaser Parent"),
UNFI Canada, Inc., a corporation existing under the laws of Canada (the "Purchaser"), SunOpta
Inc., a corporation existing under the laws of Canada (the “Vendor”), and Drive
Organics Corp., a corporation existing under the laws of the Province of British
Columbia ("Drive
Organics").

    


    RECITALS

    


    WHEREAS, the Purchaser Parent, the
Purchaser, the Vendor and Drive Organics entered into an Asset Purchase
Agreement, dated as of May 10, 2010 (the “Purchase Agreement”);
and

    


    WHEREAS, the Purchaser Parent, the
Purchaser, the Vendor and Drive Organics desire to amend the Purchase Agreement
as set forth herein pursuant to Section 9.11 of the Purchase
Agreement;

    


    NOW, THEREFORE, in consideration of the
foregoing recitals, and the mutual promises contained in this Amendment, and
intending to be legally bound thereby, the parties agree as
follows:

    


    1.           Section
6.1(2) of the Purchase Agreement is hereby deleted in its entirety and replaced
with the following:

     

    “either
the Purchaser or the Purchaser Parent or the Vendor or Drive Organics if the
Closing shall not have been consummated by June 19, 2010, without liability to
the terminating party on account of such termination; provided that the right to
terminate this Agreement pursuant to this Section 6.1(2) shall not be available
to a Party whose breach or violation of any representation, warranty, covenant,
obligation or agreement under this Agreement has been the cause of or has
resulted in the failure of the Closing to occur on or before such
date;”

     

    2.           Ratification. All
other paragraphs, provisions, and clauses in the Purchase Agreement not so
modified remain in full force and effect as originally written.

     

    3.           Defined Terms.
Certain capitalized terms not defined herein shall have the meanings given to
such terms in the Purchase Agreement.

     

    4.           Counterparts. This
Amendment may be executed in any number of counterparts, and/or by facsimile or
e-mail transmission of Adobe Acrobat files, each of which shall constitute an
original and all of which, taken together, shall constitute one and the same
instrument. Any Party executing this Amendment by fax or Adobe Acrobat file
shall, immediately following a request by any other Party, provide an originally
executed counterpart of this Amendment provided, however, that any failure to so
provide shall not constitute a breach of this Amendment except to the extent
that such electronic execution is not otherwise permitted under the Electronic
Commerce Act, 2000 (Ontario).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Governing
Law.  This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the Province of Ontario and the laws
of Canada applicable therein. The Parties hereby irrevocably attorn to the
non-exclusive jurisdiction of the courts of Ontario with respect to any matter
arising under or related to this Amendment.

     

    


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    *    *    *    *    *

    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the day and year first above
written.

    


     

    
      	 
      	
              UNITED
      NATURAL FOODS, INC.

            
	 
      	 
      	 
      
	 
      	
              Per:

            	
              /s/
      Steven Spinner

            
	 
      	
              Name:

            	
              Steven
      Spinner

            
	 
      	
              Title:

            	
              President
      & CEO

            
	 
      	 
      	 
      
	 
      	
              UNFI
      CANADA, INC.

            
	 
      	 
      	 
      
	 
      	
              Per:

            	
              /s/
      David A. Matthews

            
	 
      	
              Name:

            	
              David
      A. Matthews

            
	 
      	
              Title:

            	
              Authorized
      Signatory

            
	 
      	 
      	 
      
	 
      	
              SUNOPTA
      INC.

            
	 
      	 
      	 
      
	 
      	
              Per:

            	
              /s/
      John Dietrich

            
	 
      	
              Name:

            	
              John
      Dietrich

            
	 
      	
              Title:

            	
              Vice
      President, Corporate Development

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              DRIVE
      ORGANICS CORP.

            
	 
      	 
      	 
      
	 
      	
              Per:

            	
              /s/
      John Dietrich

            
	 
      	
              Name:

            	
              John
      Dietrich

            
	 
      	
              Title:

            	
              Secretary