EXHIBIT 10.36 [Company letterhead] January 22, 2004 To Each of the Holders of Class A Stock of the Company (the "Class A Stockholders") RE: REQUEST FOR WAIVER AND RESTRICTION ON TRANSFER Ladies and Gentlemen: Reference is made herein to the Restated Certificate of Incorporation, as amended (the "Charter") of John B. Sanfilippo & Son, Inc. (the "Company") effective as of December 10, 1991. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Charter. Reference is further made to the Company's Registration Statement on Form S-3 in connection with the public offering of 1,000,000 shares of Common Stock by the Company, 1,000,000 shares of Common Stock by certain of the Class A Stockholders and up to 300,000 shares of Common Stock pursuant to an over-allotment option granted to the underwriters (the "Offering"). The Company hereby requests that, in connection with the Offering, each of you, as a Class A Stockholder, (i) waive your right under the Charter to voluntarily convert any or all of your Class A Stock into an equal number of shares of Common Stock, (ii) agree not to sell, assign, pledge or otherwise transfer, except pursuant to a Permitted Transfer, any shares or any interest in shares of Class A Stock to any person or entity and (iii) agree not to effectuate a Permitted Transfer unless the transferee agrees to be bound by the terms of this Waiver and Restriction on Transfer. The foregoing shall not apply to shares of Class A Stock being converted into Common Stock for the purpose of inclusion in the Offering and shall be effective until such time as the Charter is amended to increase the authorized shares of Common Stock to an amount sufficient to allow for the conversion of all outstanding shares of Class A Stock into an equal number of shares of Common Stock; provided that the Company shall submit for the approval of its stockholders at its next annual meeting a proposal to amend the Charter to increase the authorized shares of Common Stock to an amount sufficient to allow for the conversion of all outstanding shares of Class A Stock into an equal number of shares of Common Stock. *** Please acknowledge your receipt of this Request for Waiver and Restriction on Transfer and indicate your agreement with its terms by signing in the space provided below and returning a copy to my attention. Yours Truly, /s/ MICHAEL J. VALENTINE - ---------------------------------------- Michael J. Valentine Executive Vice President Finance and Chief Financial Officer ADDRESS FOR DELIVERY OF REQUEST FOR WAIVER: John B Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Attention: Michael J. Valentine Facsimile: (847) 593-9608 ACKNOWLEDGED AND AGREED: /s/ JASPER B. SANFILIPPO /s/ MATHIAS A. VALENTINE ------------------------------------------------- ------------------------------------------------- Jasper B. Sanfilippo Mathias A. Valentine JASPER B. SANFILIPPO, Trustee /S/ MARIAN SANFILIPPO By: /S/ JASPER B. SANFILIPPO ------------------------------------------------- ------------------------------------------------- Marian Sanfilippo Jasper B. Sanfilippo, not individually but as Trustee under the John E. Sanfilippo Trust Agreement dated 10/2/91 JASPER B. SANFILIPPO, Trustee JASPER B. SANFILIPPO, Trustee By: /S/ JASPER B. SANFILIPPO By: /S/ JASPER B. SANFILIPPO ------------------------------------------------- ------------------------------------------------- Jasper B. Sanfilippo, not individually but as Jasper B. Sanfilippo, not individually but as Trustee under the Jeffrey T. Sanfilippo Trust Trustee under the Lisa Ann Sanfilippo Trust Agreement dated 10/4/91 Agreement Dated 10/4/91 JASPER B. SANFILIPPO, Trustee JASPER B. SANFILIPPO, Trustee By: /S/ JASPER B. SANFILIPPO By: /S/ JASPER B. SANFILIPPO ------------------------------------------------- ------------------------------------------------- Jasper B. Sanfilippo, not individually but as Jasper B. Sanfilippo, not individually but as Trustee under the James J. Sanfilippo Trust Trustee under the Jasper B. Sanfilippo Jr. Agreement Dated 9/26/91 Trust Agreement dated 9/23/91 MARIAN SANFILIPPO, Trustee MARIAN SANFILIPPO, Trustee By: /s/ MARIAN SANFILIPPO By: /s/ MARIAN SANFILIPPO ------------------------------------------------- ------------------------------------------------- Marian Sanfilippo, not individually but as Marian Sanfilippo, not individually but as Trustee under the Jasper B. Sanfilippo, Jr. Trustee under the Lisa Sanfilippo Irrevocable Trust under the Jasper Sanfilippo Children's Trust 1/21/93 Trust Agreement Dated 10/8/96 MARIAN SANFILIPPO, Trustee MARIAN SANFILIPPO, Trustee By: /s/ MARIAN SANFILIPPO By: /s/ MARIAN SANFILIPPO ------------------------------------------------- ------------------------------------------------- Marian Sanfilippo, not individually but as Marian Sanfilippo, not individually but as Trustee under the Jeffrey T. Sanfilippo Trust Trustee under the James J. Sanfilippo Trust under the Jasper Sanfilippo Children's Trust under the Jasper Sanfilippo Children's Trust Agreement Dated 10/8/96 Agreement Dated 10/8/96 MARIAN SANFILIPPO, Trustee MICHAEL J. VALENTINE, Trustee By: /s/ MARIAN SANFILIPPO By: /s/ MICHAEL J. VALENTINE ------------------------------------------------- ------------------------------------------------- Marian Sanfilippo, not individually but as Michael J. Valentine, not individually but as Trustee under the John E. Sanfilippo Trust Trustee under the Trust for Michael J. under the Jasper Sanfilippo Children's Trust Valentine under the Valentine Trust Dated Agreement Dated 10/8/96 5/26/91 MICHAEL J. VALENTINE, Trustee MICHAEL J. VALENTINE, Trustee By: /s/ MICHAEL J. VALENTINE By: /s/ MICHAEL J. VALENTINE ------------------------------------------------- ------------------------------------------------- Michael J. Valentine, not individually but as Michael J. Valentine, not individually but as Trustee under the Trust for James A. Valentine Trustee under the Trust for Mary Jo Carroll under the Valentine Trust Dated 5/26/91 under the Valentine Trust Dated 5/26/91