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Exhibit 10.1
FIFTH EXTENSION
TO
STOCKHOLDERS’ AGREEMENT
This FIFTH EXTENSION TO
STOCKHOLDERS’ AGREEMENT (the "Fifth Extension") is hereby
entered into as of the 26 th
day of December, 2006, by and between Lifeway Foods,
Inc., an Illinois corporation (the "Company") and DS Waters, L.P.,
a Delaware limited partnership ("DSW") ("Stockholder"). Unless
otherwise defined herein, all capitalized terms used herein shall
have the same meaning ascribed to those terms in the
Stockholders’ Agreement.
WHEREAS, Danone Foods, Inc., a
Delaware corporation ("DFI") executed that certain Stock Power
dated November 10, 2005, transferring all the shares of the
Company which were held by DFI as of such date that are the subject
of that certain Stockholders’ Agreement by and among DFI and
the Company and certain other parties dated as of October 1,
1999, as amended on December 24, 1999 (as amended and
extended, the "Stockholders’ Agreement") and as extended by
that certain First Extension to Stockholders’ Agreement dated
September 28, 2004 (the "First Extension") and by that certain
Second Extension to Stockholders’ Agreement dated
October 29, 2004 ("Second Extension") and by that certain
Third Extension to Stockholders’ Agreement dated
December 30, 2004 (the "Third Extension"), and by that certain
Fourth Extension to Stockholders’ Agreement dated April 28
th of 2006 (the
"Fourth Extension") are the subject of the Stockholders’
Agreement to DSW;
WHEREAS, DSW accepted such shares
subject to the covenants and restrictions contained in the
Stockholders’ Agreement and DSW hereby agrees to be bound by
its terms contained therein;
WHEREAS, under the Fourth
Extension, the Standstill Period and the operative period of
Secti
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